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Showing posts with label Due Diligence. Show all posts
Showing posts with label Due Diligence. Show all posts

Friday, July 15, 2022

The Slow Slide into Shittiness

By now in your career you've probably been employed by, hired, partnered with, or competed against a company that was bought out by another company.

Think about what they were like. Roll it around on your tongue.

If you had any experience with that acquired company prior to its acquisition, no matter what your role was at the time and no matter whether that company employed you or was one of your vendors, partners, etc., chances are that you either worked for or with or against them because they were a pretty well-run company, with something that, if pressed, you might even say you really liked about them.

Until...

They were bought up or out by another (usually larger, often older, certainly more bottom-line-focused) company and run right into the ground.

It might have taken awhile, but the first signs appeared early - layoffs, management changes, mass defections, and release dates for new products and/or services either pushed back (often more than once) or shelved, with the PR folks spinning an endless cloud of vague language to try and downplay the fact that the company you liked better was now circling the drain.

The reason for this is because almost all acquisitions take place in order to grow the buyer's market share. They completely ignore what made the target company attractive enough to become a target in the first place: Customers. Loyal Customers.

When you buy a company, unless it's carved out in the legalese as a sop to the original owner(s), you get the whole thing: IP, products, employees, property, documentation, goodwill, history, and on and on. But if you only walk away with their Customer list (perhaps chopping up the rest to sell down-market) and somehow believe that those Customers are now yours, you haven't been paying attention to corporate acquisitions over the past century or so.

Something about the acquired company appealed to those Customers. It might have been their products, or how great their rep was, or their lower cost, ease of use, simple terms, terrific service, culture, inclusiveness, processes, or a hundred other things. Or (most often) a mash-up of all of those things.

The company doing the buying typically has a culture that is focused on acquisition. That's how they got so big in the first place. But as they acquire Customer lists and discard the rest, those Customers jump ship to the next company to come along that offers all of the things that were jettisoned in a race to instant gratification and the bottom line.

During due diligence, as you're looking over the books of the company that you want to acquire and figuring out how to make them part of you by forcing them to be you, with your people and methods and rules, why not do this:

  • Have each of your department managers spend time with the managers and crews of the company that you are buying. Not an afternoon. A solid two weeks at least. Not to explain your company's way of doing things, but to specifically look for things that they do better than you do.
  • Record everything you see and hear.
  • Take all of that knowledge - that you are paying for, by the way, and now own - back to your own company. Map it against how you do things. Figure out how to adopt the things that they do better. Even if it means - horrors! - changing things in your company.
  • Start doing things the new way, before the acquisition is complete, or it will never happen.
  • Don't let everyone who isn't in sales leave. People are more often than not what made that company great - their knowledge, experience, ideas, attitudes, excitement. I understand that you can't and don't necessarily want to hire everyone. There are always redundancies. But what if their HR Manager or one of their line workers or IT people is better than one of yours? Trade up!
Most acquisitive companies tend to take a Darwinian view: We must be the better company, this line of thinking goes, because we're acquiring them. But this completely ignores the fact that acquisitions aren't why most companies exist. When you're a hammer, everything looks like a nail.

When you've paid all that money for another company, why leave so much of value on the table? Or, worse yet, there for the taking by a competitor with a wider view and a long-term vision?

Hey, it's your money; do what you want. I just (used to) work here.

Monday, March 24, 2014

Acquisitions

Congratulations! You've worked long and hard, invested in the right people, done the right things, and you're ready to make your first strategic acquisition. Now is the time for due diligence.

As part of any acquisition process, there are questions that you need to ask yourself first. If you don't have black and white answers that your management team understands and agrees with - especially your Sales Manager and CFO - the process must stop here. If it doesn't, you are making a potentially fatal mistake. What questions? Glad you asked:


  • Why this company?
  • Why now?
  • Are there other companies that would be a better fit?
  • How many people do you need to keep? For how long?
  • Do they have some people that are better than yours? Does it make sense to be redundant?
  • How much will it cost to let people go? Make sure that you are in chrge of the layoff package - not the other company.
  • Can you afford the buyout in one go, or are you financing it? If the acquisition company tanks, can you afford the loss plus the financed acquisition cost?
  • Who is going to review their books with a fine-toothed comb?
That last one, in particular, should be tattooed on your forehead. I don't care if you're buying your mom's company; business is business. They are willing to sell out for a reason. It's your job to find out what that reason is. I don't care that they told you that they're retiring; everyobody says that. Why are they retiring now? You need someone who snoops into books for a living to do exactly that, because you can't trust them and you don't know what you're looking for. At a minimum, your snoop should know this by the time they're done:

  • Are their sales rising or falling? Why?
  • How profitable are they - not just gross, but net?
  • Are they over-comping their people?
  • Who are their star performers? Can you afford to keep them?
  • Have they already made written promises to any employees - or Customers - that you will have to make good on?
  • Who are their best and worst Customers?
  • Does their Customer list add enough new names to yours to make the acquisition worthwhile? Don't assume - find out by pulling their database and having it deduped and matched against yours.
  • How do their processes work? Sit with their teams. Are there some processes that are better than yours that you should adopt? Can you make them more efficient?
  • Are you stuck with a building lease that you don't need or want?
  • How about vendor agreements? Are you assuming your competitor's headaches?
  • How long will it take the company that you acquire to pay off what you paid for them? This should be part of not just your financing agreement, but also your negotiations with the owner(s).
  • Who else are they talking to? Because it's not just you. The sooner you know who they're in bed with, the sooner you can put an agreement in place to stop all other negotiations. If they won't agree to that, it's time to walk away from the table.

That last one is a bigger issue: Never be afraid to walk away from the table. Any acquisition is a huge step, and even the biggest players get it wrong on a regular basis (just look at Time-Warner and AOL). Getting it wrong can mean not only missing a key opportunity to grow, but killing your own business in the process.

Follow the Jackrabbit Rule: If anything smells bad, run.

When Slippage is Bad

Slippage is the practice of offering something - a discount coupon, a voucher for future service, a cup of coffee, etc. - knowing that a lar...