Add Value to Your Privately Owned Business

Most corporate governance articles, presentations, and conferences are focused on publicly owned businesses. With corporate and executive scandals galore occurring over the past few years, there have been outcries for better controls, systems, and oversight guidelines. Yet, the same emphasis and attention is grossly lacking in the privately owned business community. One of the areas in which governance best practices could be applied is in the realm of mergers and acquisitions. Nick Miller of Clayton Utz law firm in Australia offers some insights below for this unique situation:

Increasing the level of formal governance can assist in reducing risk, identifying issues that might emerge upon a sale and generally enhancing the credibility with which the business presents itself to potential buyers. Perhaps even more powerfully, governance is a means by which, both in fact and in perception, a business can present as less dependent on the involvement of its founders than it would without governance. This can add very significantly to value.

Many private business owners think that the absence of governance procedures makes them more flexible, more adaptable and more opportunistic. That may be so, but the benefits of that should be weighed against the benefits of formal governance when planning a sale. 

There are a range of ways to adopt some greater formality in governance:

  • without changing the make up of the board of a company, the company could implement a more structured system of monthly meetings. These may or may not be formal board meetings, but should nonetheless involve the directors and those who report into the CEO;
  • a company can set up one or more committees. These can be formal board committees or more informal, but they are set up to address areas of need, to bring in expertise and focus on how risk management can be improved and issues for the business addressed. Examples are an audit and risk committee, a brand development committee and an employee policies committee, to assist in developing those aspects of the business in readiness for sale. These committees might have outsiders on them and they might not, depending upon the need and the expertise available in the business;
  • an advisory board could be established. Properly structured, members of an advisory board will not carry director duties and liabilities and this can be a sensible stepping stone towards a more fully independent board;
  • one or more outsiders can be brought onto the board. This can be very beneficial, but it needs to be right for the business; and
  • governance can also be improved by developing appropriate governance policies and procedures.

Corporate buyers and private equity see many poorly organised privately‑owned businesses. They will take the opportunity to highlight the possible risks to them in undertaking an acquisition of a poorly organized or more risky business. Some investment in governance can dispel most of these apprehensions, and allow private business owners to defend the level of risk in the business and so achieve higher value for a seller. Nonetheless, formal governance should be introduced carefully, to ensure the owner’s ability to drive and control the business is not unduly impeded.

In summary, shareholder value is enhanced in privately owned businesses through better corporate governance. Opinions of value are enhanced by checks and balances, independent processes, and a decreased dependence on the founder(s). Make the necessary adjustments to your business. You will make better decisions, increase the market value of the business, and create an environment wherein others can grow in their roles and responsibilities.

 

It’s the Emotions, Stupid!

 

Have you ever seen a scenario like the following play out? Someone new joins the company. After the newness wears off, the new hire finds someone with whom he can identify and begins “sharing” concerns about the workplace. The things he brings up, purportedly, are meant to help. After a while, the observations being offered shift from seemingly inane to almost accusatory about other members of the team. Eventually, the newbie may feel emboldened to make suggestions about hiring, firing, and everything in between as though having the authority and credibility to make such changes.

Over time, the positive culture in your department or broader category begins to turn negative at times. Other staff members come to you as a manager and let you know that they, too, have been approached by the newbie with complaints.  At this point, it is not uncommon for us to feel embarrassed, frustrated, or angry about what’s happening. We can become justifiably fearful that one person is poisoning many others. Like a contagious disease, negativity can soon permeate an organization if unchecked.

Even when organizational performance is sky high, a pervasive negative attitude can sap your group of the energy needed to sustain success. Emotions are an important part of the workplace–on both good and bad ways. Many of us have been victims of horrid customer service from employees of organizations who clearly do not enjoy what they do for a living. Contrastingly, we all hopefully have had the experience of a “Ritz Carlton” type experience where the employee loves serving customers.

Tony Schwartz, writing for the Harvard Business Review Blog Network, decided to let go of (just such a) negative executive, “both because he’d lost the trust of our team, and because I didn’t believe he was capable of changing. The day I made the move, it was as if a cloud had lifted and the sun came back out.”

Lessons Schwartz took away from this experience:

  • The emotions people bring to work are as important as their cognitive skills, and especially so for leaders.
  • Because it’s not possible to check our emotions at the door when we get to work — even when that’s expected — it pays to be aware of what we’re feeling in any given moment. You can’t change what you don’t notice.
  • Negative emotions spread fast and they’re highly toxic. The problem with the executive we let go was not that he was critical, but rather that he was so singularly focused on what was wrong that he lost sight of the bigger picture, including his own negative impact on others.
  • Authenticity matters because you can’t fake positivity for long. It is possible to put on a “game face” — to say you’re feeling one way when you’re actually feeling another — but the truth will ultimately reveal itself in your facial, vocal, and postural cues. We must learn to monitor and manage our moods.
  • The key to balancing realism and optimism is to embrace the paradox of realistic optimism. Practically, that means having the faith to tell the most hopeful and empowering story possible in any given situation, but also the willingness to confront difficult facts as they arise and deal with them directly.

In working with organizations on development issues and advising them on strategy, I have found that emotions are often the elephant in the room, undiscussed but omnipresent. For this reason, I often lead workshops on the topic of emotional intelligence (EQ).  When it comes to high potential leaders, EQ mentoring can help change behaviors and create a more healthy environment in which better decisions are likely to be made. 

Due Diligence Lip Service

“Culture isn’t just one aspect of the game. It is the game.”                          

 –   Lou Gerstner, former IBM chairman & CEO

Pritchett conducted a study of 135 executives from public and private companies and found that, on a 10 point scale, cultural due diligence rated a mean importance factor of  7.45. Privately held companies and private equity firms generally rated the importance higher than public companies. Yet, the same population rated their organizations’ success in blending cultures as only a 5.62. What does this mean? Have you ever heard the phrase “lip service?” It is one thing to acknowledge the importance, but something altogether difference to act in a way that supports that belief.

The study authors go on to note that, while culture is perceived as a key factor in merger success, there is not a consistent approach to measuring effectiveness, let alone the components that comprise it. Slightly less than half (49%) of organizations make an effort to measure. Privately held mid-cap companies and private equity companies set the pace in this arena. Non-profits and publicly-held large cap companies make far less effort to measure effectiveness post-merger or acquisition. 

Given, again, the relatively high value placed on the importance of culture to integrating two companies, it is dismaying that culture is not normally a part of the due diligence process. Of the executives surveyed, 4% say their teams ask specific questions about culture during vetting. Similarly, only 5% attempt to assess compatibility through some standardized means, with less than half of those administered by an objective outsider.  

It was observed that, when assessment is attempted, it tends towards subjective intuitions rather than a strategic metric. Furthermore, HR is excluded from the cultural discussion 94% of the time. On a high note, organizations that consider themselves savvy with regards to cultural due diligence perform assessments 70% of the time. 

While the results for pre-merger analysis and process are not good, those for post-merger are dismal by comparison. Only 21% of organizations surveyed have an established, repeatable process that is used consistently to facilitate seamless blending of organizations. 

The broad findings of the study were:

  1. Culture should be a more strategic consideration in the merger process. It deserves far more weight in the initial targeting of potential acquisitions or merger partners.
  2. Due diligence should scrutinize cultural aspects of the deal with the same discipline given to financial and legal issues. This simply cannot be done via a traditional culture gap analysis or compatibility survey. 
  3. Culture integration should be driven from the CEO/President level. This initiative cannot be delegated effectively. The architecture of culture strategy, plus the critical first steps of execution, belong to the leader.
  4. Organizations should be more astute in crafting their merger communications relating to cultural issues. Both the substance and timing of these messages are crucial. Management needs to be fine-tuned in managing people’s expectations, all the while shaping workforce behavior in the desired cultural direction.

 

You’re No Omni; Nor Am I

 

Rugged individualism is highly overrated. There’s a reason why many successful business owners have either an equally strong co-founder or a significant other who is a top cheerleader. It’s because most people are simply not omniscient, omnipotent, or omnipresent. We need others. When we are willing to become transparent and admit that need, we then are taking a requisite step towards success and away from failure. 

Transparency is akin to vulnerability and is one way trust is built. Determining that you would benefit from the input of another requires humility and is hard to do. Those who dare to become interdependent, however, are amazed at the benefits. Interdependency equals collaboration. Collaboration, by definition, means that we no longer have to carry a burden–positive or negative–alone.

“The fact that I don’t have any technical background means I’m not impeded by my knowledge of what it’s going to take to build something, so I’m free to just dream up features and ideas,” says Cyrus Farudi, founder along with Omri Cohen of Capsule, a web and mobile app built for event planning, group interaction and photo sharing. “Luckily, my partner, who has a technical background, has a very ‘yes, it can be done’ attitude. There have been screaming matches when I’ve tried to get too involved in something on the tech side.”

“Collaborating is about co-laboring,” says Nilofer Merchant, innovation expert, Harvard Business Review columnist and author of The New How: Creating Business Solutions Through Collaborative Strategy. “It’s not about hugs. I think people think about it as this positive thing, but it’s really about how you solve tough problems that neither party could solve on their own.”

If you’ve chosen someone based only on skills and intelligence, there might be a personality conflict that, under normal circumstances, could lead to a standoff. But you’re a team, so conflict over personalities would be distracting and frivolous. Sure, the tension of your differences might push both of you right up to the point of failure (the brink of doom, we’ll call it). But there are two reasons you’re not likely to go over the brink of doom: One, your fate is connected (by the handcuffs of mutual interest, for lack of a better metaphor); and two, because a lot of great ideas happen right before people fail–a kind of adrenaline kicks in, which keeps you from creative inaction (the abyss of “Man, we got nothin'”). The point is: Collaboration is harnessed conflict.

-Ross McCammon on entrepreneur.com

McCammon describes collaboration as “harnessed conflict.” It is important to realize that the best partnerships (not necessarily legal co-owners of a business, but in the general sense) pit people together whose worldviews can be decidedly different. Finding a way to respect one another and build consensus on how to move the organization forward is not just an internal exercise–it yields fruit outside the company in other key relationships as well!

When you set out to have a meeting with someone for collaborative purposes, here’s some advice from those who have gone before you:

  • “You have to have the difficult conversations first,” says Jim Moran, co-founder, president and COO of Yipit, a New York-based deals aggregator and recommendation service. “You have to determine who is better at what. That transparency will make everything flow.”
  • The habit of reflecting back to the other person what you have observed being communicated is a good way to build cohesion. “It’s nonverbal behavior beneath people’s awareness, but you can get skilled at doing it deliberately,” says Steve Kozlowski, professor of organizational psychology at Michigan State University and editor of the Journal of Applied Psychology. “You mirror the subtle behaviors of others during an interaction. It’s part of the attraction process. It tends to build rapport.”

Go find a new collaborator for your project/business!

 


Founders Overdose on “Sweets”

 

How can too much of a good thing be very very bad in management? Imbalance, for one, is a perfect example of “overdosing” on what, in isolation, is innocuous. In the Research Triangle Park area of North Carolina, like the Bay area of California, or a certain part of Massachusetts, technology companies abound and the media is in love with the fruits of the labors of the company founders. Certainly, without the contribution of needed jobs, tax revenues, and similar benefits, the local economies in these regions would suffer. But, on a far more local level–that of the management of a team of people–there can be an inherent problem that is both insidious and solvable.

The concentration of too much emphasis on software development skills, for instance, to the exclusion of other needful disciplines can become a company’s undoing in an imperceptible yet profound way. We must acknowledge that, as human beings, we are most comfortable surrounding ourselves with others who think similarly to us, have homogeneous backgrounds, and understand what we’re trying to communicate  quickly. The danger, though, is one of management myopia. Without a team of executives who bring complementary viewpoints–that are different yet legitimate in their own right–it becomes easy to suffer from the group-think phenomenon like a bunch of lemmings.

Organizations that allow themselves to be managed by cookie cutter leaders are often blindsided by development that Porter’s Five Forces, a SWOT analysis, or common sense in the eyes of an outsider could have anticipated. Market shifts–whether in the realm of sales, finance, operations, or a myriad of other subsets–when realized too late can lead to a company’s fall into a type of death spiral. Turnaround practitioners far and wide have witnessed the phenomenon more times than they’d like to admit and cringe upon encountering it because they know it could have been avoided.

One of the great turnaround consultants I studied in performing research that led to the establishment of the Turnaround Management Association was Donald Bibeault. Bibeault wrote that, “A special case of imbalance in the top team–particularly at the board level–is a weak finance function. This may appear through the company as a general phenomenon, resulting in inadequate financial and accounting controls. But even when these systems are perfectly adequate, their message may not be heard at board level because the finance function is not strongly represented there.”

What should we make of such an observation, then, in our own companies? Firstly, that true outside boards of directors with balance can be a great asset to an organization. These veterans have “been there, done that!” Secondly, as one goes about building a team, become more self-aware of the temptation to populate the organization with a clique of robots, who while very intelligent in their domain, are ignorant on many other topics. Thirdly, consider the value of co-founders and mentors whose life experience is very different than one’s own–albeit they should have been successful in whatever they have previously pursued.

Don’t overdose on what is sweet–do what is nutritional for your organization!