Due Diligence Must Include Culture

60% of mergers, acquisitions, and joint ventures fail to perform up to expectations in their first year, often because of cultural incompatibilities between the two prospective partners. The losses in shareholder value are in the hundreds of millions of dollars in many of these star-crossed liaisons. Cultural Due Diligence is a technique for keeping both eyes wide open when approaching an attractive prospect, whether for a merger, joint venture, or offshore vendor.

-Wayne State University, Institute for Information Technology and Culture

When two companies agree to join forces in some type of agreement, cultural fit is usually the last factor considered-if at all! Instead, many numbers are crunched, recrunched, and analyzed ad nauseum. Market impact, anticipated back office savings, etc receive the lion’s share of the secondary consideration after financial statement items. “Culture” is perceived as too soft an issue to justify the time and attention of high-powered executives. Big mistake!

At the very minimum, the operating environment and organizational structure of each entity needs to be explored. When we are working with a client, we use the following two charts to help us ask solid questions about these two components of culture. From the answers received, we make value judgments and recommendations as to the degree of “fit” between organizations and what to do about it.

In considering the operating environment, we look at whether the company has a long-range or short-term approach to management. We ask questions to determine whether the organization is more entrepreneurial or bureaucratic. Quality initiatives are a good indicator of what aspects of performance are most important to management. The degree an strength of market competition for each party is important. How decisions are made is another leading indicator of what it may be like to work alongside the other team.

How management handles relationships with employees, (unions), and contractors is important to search out. Is giving back to the community and having respect for the environment a value of the other organization? Do meaningful tasks get delegated effectively, or are there barriers to professional development , shared responsibility, and growth through the contributions of many? Discovering how the other party perceives risk and builds strategy accordingly is a key conversation. When one’s competitive advantages are articulated, it is vital to verify how strong they are in the eyes of the buyers.

In addition to the operating environment, it is critical to understand the organizational structures that represent the philosophy of your intended. Do employees have direct access to top executives, or must they work through a layered management team? Understand whether the employees feel that they are protected to the point of not being allowed to make any mistakes. Examine whether generalist skills are valued versus everyone having a narrow scope. Look at the board of directors to see whether it is comprised of objective, strong leaders. Pay attention to the diversity of the employees and management team.

If the other company has a multi-office system, is it managed out of corporate, or are those in the field given autonomy? Notice whether task or relationships seem to carry more weight. Analyze the turnover rate among management and key positions. Is the human resources department deep enough to undertake complex issues like training and development, talent management, succession planning, coaching and the like, or compliance focused? Ask for examples of how technology is used to solve problems and enhance work flow.

The careful review of these “soft” factors can save you some headaches and hardships–do it! (We would love to help.)


Only Superheroes Make Tough Sales

Whether you are in the process of launching a business or have been at it a while, one of the things that is an important factor in your success is the ability to covert sales leads. The more prestigious the prospect, the more pressure we feel to say just the right thing and win the other party over. But…sometimes the meeting doesn’t go as planned and you feel the opportunity slipping away. 

Greg Digneo, the author of the blog Sales Leads in Thirty Days, recommends that, in order to become better at converting these opportunities consistently, you become a superhero. Surely you have seen the resurgence in movies about superheros of late. Why is that? Because we all want to believe that things will turn out rosy if we just had some hidden power that gave us an advantage. Just like Batman, or any other, superhero, you want to be able to save the prospect who is in distress from this situation and deliver them to the safety you can uniquely provide. How? Digneo recommends in an article that you find a superpower:

What’s Your Super Power?

I used to run a marketing agency where we helped B2B companies generate online sales leads in thirty days. Promising to get clients sales leads in thirty days is such a bold claim that it subjected me to a large helping of cynicism. That’s when I morphed from a mild-mannered marketing consultant into a superhero.

Here’s how it went down:

The prospect would be disengaged and skeptical. Then I would say: “I know you think what I’m proposing is impossible, but if I can get you sales leads by the end of this week, would you consider hiring us?” The prospect never believed we’d come through, so they usually answered “yes.” At the end of the week, when we had gotten the prospect sales leads, they were so impressed that hiring us became a no-brainer.

And you can do the exact same thing in your business!

The process to becoming a superhero, according to Digneo, requires the following 4 steps:

  1. Find the Ideal Prospect
  2. Identify the Problem
  3. Unleash Your Superpower
  4. Make the Sale

To find your ideal prospect, he recommends that you ask yourself three questions:

  1. Do you know who you want to work with?
  2. Do they need your services?
  3. Can they afford to pay you?

Only if you can answer “yes” to these three questions can you move on to the next step.

In order to identify the problem, one most overcome the objection to spend money with you. However, every prospect has a problem you can help them solve. Using consultative listening skills and asking poignant questions, you can develop a good understanding of the nature of the problem, what has been tried to resolve it, and how much a solution may be worth. 

Your “phone booth” trick is your ability to solve what confounds the prospective customer. Think up several ways you can demonstrate impact/success for your prospect. Digneo offers two examples–If you have a book keeping service, you know your prospect wants help with cash flow management. Or, your heroic deed may be that you show the prospect how they can source parts cheaper, making an immediate impact on their bottom line. Find a way to be wonderful!

Making sales becomes much easier once we have established credibility and respect. Promising, then delivering on what it takes to solve problems sets the table for sales.

Consultative Solutions Beat Hard Closes

In times past, “good” salespeople  had a method to close out a meeting with a prospect that was successful in getting them to “sign on the dotted line.” In some industries, the sales function is described as business development because of stereotypes of sleazy salespeople who use high pressure techniques to cajole an uncertain buyer into a (sometimes regrettable) decision. This is especially true in business services firms, where there is a stigma in many cases about seeking out new business at all.

The biggest development of the past few decades has been the consultative selling approach. Yet, even this shift is not satisfactory for people who just do not like the word “sales.” When I have been working alongside attorneys and CPAs, for instance, the terms “client development” or “business development” are much preferred. In general, these practitioners provide offerings that have long sales cycles or are perceived as commodities. So…to unlock the motivation of my clients to do the development that is needful for practice growth, I usually have a series of conversations and trainings around the concept that client service requires a similar approach. Few argue that client service is needful.

Rich Grehalva writes and speaks about the array of sales/business development models:

The 1950’s introduced this model, which concentrated on the product being heavily emphasized.
Key Elements:
✗ Presentation Skills
✗ Trial Closing
✗ Overcoming Objections
✗ Final Close
This model is still in use today, usually in high-pressure sales.

➲ The salesperson is tenacious, persistent and usually has a low-cost item and works on a numbers game.
➲ The natural born salesperson enjoys interfacing with people and usually has an engaging personality.

➲ The salesperson builds a relationship, over time, with repeated visits.
➲ The buyer and seller get to know each other on a personal and professional level.

Focusing on:
➲ Open-ended questions – Role-playing is used with students to get them to understand how to get clients or prospects to talk about the things that are important to them.
➲ Closed-ended questions – Closed-ended questions require a yes or no response.
➲ Listening skills is a key component.
➲ The salesperson takes the information and then presents solutions.

VALUE ADD SALES MODEL (appeared in late 1960’s).
Price objections raised by the “Problem-Solving Sales Model” can be countered by adding additional services. In this way, adding these services to the base product/service gives a perception of the value received versus the price.

CONSULTATIVE SALES MODEL (surfaced in early 1970’s)
➲ Determines how to lower the clients costs and/or
➲ Determines how to increase the client’s revenues The company requires a depth of understanding of their clients’ business, as well as a solid track record in delivering proven results. Start-ups find it difficult to compete in this
type of sales model.

This model became the buzzword used by salespeople–not in creating a legal entity, but in building a joint plan for
creating an opportunity. The sale is conducted at the highest level of the company and an output is a business plan
targeted at a niche within the clients’ market. The term partnering became highly overused and misused. Clients and
prospects soon tired of hearing the word.

Though not new, the Team Selling Model became increasingly more integrated into the sales model. The salesperson
in this model must coordinate all of the activities within the organization and external to the organization, in order to
win the business.

✗ Large ticket sales
✗ Multiple decision makers
✗ Extensive coordination, both internal and external
✗ Long lead times
The role of the salesperson involves taking on a strategic role in developing win themes, internal politics, competitor
analysis, and legislation, as examples.

It is important to think about your client base, your reputation and brand, your team–whether they are salesmen or technical people who happen to need to bring in business, and what your goal is. (Hint: a sale that is undone a year later when the client is not retained is not an accomplishment.) In general, it is best to educate and involve the prospect, help them feel good about choosing your company, and guide them through letting the current provider go. When we consistently approach prospects with consultative solutions rather than hard closes, then we are developing business rather than selling.

Tsunami On Hold

In a recent article, “Six Reasons the Tidal Wave of Business Transitions Has NOT Happened,” Wayne Rivers of The Family Business Institute in Raleigh NC suggests why the huge predicted transfer of closely held business ownership and management has not occurred. He writes of delayed retirement, lack of specific vision for retirement, and inability to sell the businesses as key factors. The result is that the outcomes anticipated have been put on hold–but it’s still a question of when and not if.

We concur with Mr. Rivers’ assessment that most businesses are not ready for sale. Some do not generate enough top line revenues; others do not create enough earnings/profits. As we have mentioned in prior posts, a critical part of any business–be it a family-owned one or professional services firm, or any of a myriad of other combinations–is the executive acumen of the team leading the business. If too many decisions are made by to few people, the business is flat out worth less money. Since the person/people selling are planning an exit, what executive prowess exists prior to the sale either will not persist in the near term or soon thereafter. Any buyer studying this phenomenon would have to be wary of buying a controlling position or entire company under these conditions. The buyers, in most cases, do NOT want to manage the company; they want a qualified team in place who can manage it well on their behalf.

When privately held business owners recognize this major hurdle, they can begin to devise a way to leap over it. Often, the advice of a consultant or coach can help in multiple ways. First, by preparing the management team to grow in their authority and decision-making. (The team must, of course, be committed to stay as well.) Secondly, the senior and retiring leaders can be coached to build a new future for themselves that is challenging and rewarding. Finally, a plan can be developed that takes into consideration how to prepare the various stakeholders for the transition to come.

For those who prepare their business systematically for sale, there is better news on the horizon. Private equity groups have money to invest, are paying more than they have in four years, and are looking for opportunities to build a segment presence through roll-ups or narrowly focused portfolios. According to a mergermarket.com report last year, 19% of deals were in industrials and chemicals, 18% in services, and 15% in technology, media and telecommunications in the twelve month lookback period.

In the same mergermarket report, private equity executives said that inadequate management reporting was a top problem 47% of the time and management capability limitations 33% of the time. Shore up your management methods! Prepare to ride the tidal wave of interest in buying private companies as an outcome of the hard work you perform to get your leadership team up to speed to lead without you.



Cultural Due Diligence Breeds Success(ion)

In a blog post (“The Human Side of Due Diligence”) of October 2011, Michael Bittle talks about the challenge of sizing up a company’s culture in the midst of a private equity transaction. Even if your team is savvy in its financial analysis, interviews customers and executives, and puts together airtight LOIs, he argues, you can miss the important undercurrents that are culture.  Too many companies are dressed up for a suitor, only to prove to look to good to be true.

A recurring drama plays out wherein performance swoons, key managers leave, and morale sinks as well. The investors scratch their heads and wonder what has happened. Enter the concept of the informal culture–what values, unspoken agreements, collaborative tendencies, etc existed prior to the transaction. Bittle argues that, in the heat of getting a deal done, that the quant jockeys often have neither the time nor the training to be extra discerning about these nuances than can be a company’s undoing.

In the Research Triangle Park, we are developing a national reputation for angel or venture-backed technology and life science start-ups that all aspire to make their commercialized product/service a household name. Along the way, they receive outside investment and some matriculate to a successful revenue path that ultimately leads to a liquidity event. Very few take an approach wherein the founders want to stay with the company as it matures. This can be good and bad. In the cases where the founder brought an academic mindset to enterprise, it is often better that professional management run the company longer term.  On the positive side, emotional bonds are built between employees 1, 2, 3 …and #50, #100, etc. These bonds create stability, a sense of community that can be disrupted by the introduction of outside ownership/management.

George Bradt, in an article in Forbes on February 8, “Corporate Culture: The Only Truly Sustainable Competitive Advantage,” takes the position that competitors, given time and money, can duplicate almost anything except culture. “In sustainable, winning cultures, behaviors (the way we do things here) are inextricably linked to relationships, informed by attitudes, built on a rock-solid base of values, and completely appropriate for the environment in which the organization chooses to operate.”

Organizational development principles can be brought to bear in the due diligence process if the consultant focuses on soft issues rather than concrete, easily measured ones. Whether an EQ assessment is administered to managers, or some type of DISC or MBTI with their direct reports, it can be helpful to understand who is the backbone of the company and how they may behave/make decisions. Transparency can drive smooth transitions if the former owners/executive team is willing to give the private equity/acquiring company access to employees earlier in the process. If people are made aware of the potential transaction and given an opportunity to design their own future, they are more likely to be/remain engaged in positive behaviors and outcomes.

Eventually, the first generation leadership will have to give way to new leaders, even if there is no transaction. The succession is more likely to be successful if the culture is aligned with the company direction through thoughtful interaction with employees and casting vision for how their contributions will continue to be needed. Such best practices are more likely to reinforce trust and a desire to build something great together.