Tag Archive | "culture"

Buyer Beware: Five Buyer Blunders that Can Sink a Deal

By Laura Kevghas and Donald Richards

Top Five Buyer Blunders and How to Avoid Them

Many of the past Viewpoints we’ve published have advised sellers on how to secure a great deal in the M&A market. In this issue, we take a seat on the other side of the conferencetable to highlight five common and sometimes critical buyer mistakes that can be fatal to a transaction.

Some of these mistakes or misunderstandings can cause a seller to mistrust a prospective buyer. Others lead a buyer to present an offer that doesn’t meet the seller’s needs or interests.  In any case, they can result in a deal that’s in serious jeopardy.

Why This Matters:

Most buyer mistakes are avoidable. Being aware of how things can go wrong will help you improve your chances of sealing the deal.

1. KNOW the Real Decision-Maker(s)

Things can get off track right from the start if you don’t take the time up front to clarify key and hidden Decision-Makers in the seller’s world. John Kenny, Executive Vice President of Corporate Development for Iron Mountain, states that one of the most important factors that needs to be uncovered early on is whether the people that you’re dealing with on the seller side are the people who can actually approve a transaction. “I’ve seen a lot of cycles wasted and deals just never get done,” he said, “because you’re talking to someone who isn’t authorized to make a decision, or the board isn’t aligned with the sale.”

Although unfortunate, it is not unheard of for someone on the seller side to overstate how much authority they have to get a deal done. Mirus once had a principal of a seller represent himself as the sole decision-maker, only to have the partner committee turn down the letter of intent the principal had negotiated because his partners did not want to sell the company at any price!

Exaggeration of authority may be difficult to ascertain, and supports the idea of asking probing questions up front . Confirming as many deal-related details as possible early in the relationship helps streamline the deal process and keep it from derailing.

2. DON’T Focus on Price Alone

Some buyers assume getting the best price possible is the only thing that matters to a seller. In reality, many sellers have other goals that are important to them. Not taking time to uncover these objectives can be a big mistake.  John Kenny also advises learning as much as possible about the complete dynamics of a seller’s situation in advance. “One of the first questions to ask is why the asset is for sale,” he adds,“…and also understand whether it’s a distress situation and whether it’s been shopped for a while. Are they shooting for the whole market, or targeting you specifically?”

Mirus represented a client recently who wanted to ensure that his staff, many of whom had helped him grow the business for more than twenty years, had bright futures with the company post-acquisition. One finalist in the auction process,who didn’t believe this was a real objective of the seller, was dropped from the process despite a high proposed purchase price, when they indicated that they planned to cut employees and close facilities after the close of the sale.

Similarly, many entrepreneurs want to know that the company brand and culture they’ve spent years building–and which they believe support their company’s success–are going tobe maintained. Factors like these are often especially important when a family owned business goes on the market.

“Seller motivations are important, because if the seller cares about their brand, or their people, or their staff’s ongoing employment; and these factors don’t match up with integration into the new company, then you might as well stop–because you won’t be the preferred buyer,” adds Kenny.

3. Romance the Seller

Sellers want to believe a prospective buyer is really pursuing them and truly cares about the business the seller has built.  This is especially true if the seller is planning to stay involved with the business, but it can also be true even if the seller is planning to exit.

“You need to distinguish the different situations,” said attorney Les Fagen, a partner in the Venture Capital practice group at Cooley Godward Kronish’s Boston office. “If it’s a family-owned or founder-owned business, not spending time ‘romancing’ the seller can definitely be a problem.”

Taking time to get to know the seller, and letting the seller get to know you, are essential to building the type of personal bond that will help move a deal forward. Making sure that there are enough face-to-face meetings, spending time getting to know sellers and their key players, listening closely and asking good questions, and helping the seller learn about you are examples of the types of things a buyer can do to help a seller feel “wooed” and special.  At the end of the day, relationships buy companies.

4. BUILDING A Win-Win DEAL

Some buyers focus on winning during every negotiation with the seller, whether it’s related to the purchase and sale agreement, employment agreements or post-closing integration. Every purchase and sale agreement has numerous points that involve a give and take between buyers and sellers. Sellers can get fed up and walk away, simply due to the perception that a buyer is trying to shift all possible risks to the seller’s side.

“Being too aggressive in negotiating the indemnities in the purchase agreement is one of the more common problems,” Les Fagen elaborate(s) . “The seller wants certain limitations on liability, and the buyer wants all these protections in the document. Not wanting to intelligently assume risk on a buyer’s part is probably one of the most common reasons that deals fall apart.”

5. Organization

A seller can quickly lose confidence when a buyer doesn’t appear competent or knowledgeable in terms of how they approach the sales process. “One of the key success factors for an acquisition is earning the seller’s trust, that you will indeed be able to close the transaction,” pointed out Fagen. “The seller wants to know that the buyer has the ability, the wherewithal, and the determination to close and close promptly. I’ve seen a number of deals fall apart because the buyer took too long and didn’t keep the process moving forward.”

The due diligence process is seen by many sellers as a proxy for how they will work with the buyer post-closing.  A smooth due diligence process comforts the seller and his/her management team that the buyer’s company is also well run, and that integration and post-closing activities will be smooth and well-managed.

Planning for Success

Buying and selling a business can be challenging for those on both sides of the table. If you’re on the buyer’s side, understanding as much as you can about your seller in advance will help you anticipate and avoid the common mistakes discussed here. Through good planning, excellent listening and communication skills, understanding your seller’s motivations, and knowing your seller’s key influencers; you can become a successful buyer, and complete profitable transactions.

Laura Kevghas is a principal and Donald Richards is a partner at Mirus Capital Advisors, Inc., with a collective history of more than 150 buy-side transactions. Mirus is a middle-market investment bank that specializes in advising companies on strategic mergers and acquisitions. By combining a proven process, industry and  transactional expertise, creative thought, and personalized service, Mirus has completed hundreds of transactions for both public and private companies. Mirus is a registered broker-dealer and FINRA/SIPC Member. For more information, visit www.merger.com.

Investment Banking Services Since 1987 - 200 Wheeler Road, 4th Floor, Burlington MA 01803 • Tel: 781-418-5900 • Fax: 781-418-5999 • www.merger.com

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Sales Compensation Plans – How Easy Is It?

By Joseph Rahal

A discussion about developing sales compensation plans that work.

 

Consistent with everything in life, careful thought, preparation and a clear objective are essential for success. Designing a successful and effective compensation plan is no different. Good compensation plans must be:

  • realistic
  • simple to administer and understood by all
  • motivating
  • an integral part of the over-all sales strategy and sales management process

 

Compensation plans are as individual as each business. There is no “one-size-fits-all”. There are, however, a set of standard fundamentals within each business from which all compensation plans should be developed. The components of the plan must be aligned and consistent with these basic fundamentals. When initiating a compensation plan, business leaders must start with a clear understanding of:

  1. their business model and philosophy
  2. their business objectives
  3. the right people with the right skills in the right place and what is expected of them
  4. their goals, expectations, measurements and the accountability system(s)
  5. the performance management program(s)
  6. their culture (do sales managers help develop skills and talents of reps; is it a team environment, etc)

 

In addition to the fundamentals listed above, several key variables enter into the formulation of compensation plans:

  • over-all sales strategy
  • sales management and its role
  • the maturity of the business
  • the profile of sales force
  • types of sales channels
  • the marketplace
  • short term needs and goals versus long term
  • organizational structure insuring people are assigned properly with clear, well communicated objectives and are incented and paid accordingly
  • pricing and margin
  • client incentive programs
  • what results are covered by salary / draw versus what results are considered exceeding expectations
  • total benefits (auto, expenses, cell phone, healthcare, retirement, etc)

 

Once a compensation plan is in place, it is not an advisable strategy to constantly change, and/or tinker with, compensation plans; but at times, change is necessary. Plans do not have to change in totality, but rather adjustments can be made such as:

  • number of components in the plan
  • assigned weight on each component
  • individual goals versus team goals
  • focus of the commission  (gross profit, margin, new accounts, retained accounts, retained dollars, add-on sales, cross selling, internal referrals, etc)
  • timing of when commissions are paid
  • other rewards (trips, awards, etc).

 

Development of an effective compensation plan is a process that takes into consideration the company’s sales objectives and strategies and aligns the plans components with the key business fundamentals. The effectiveness and success require thought and planning.

 

This information presents a sampling of Rahal Consulting’s philosophy and approach toward sales and sales compensation.  With our extensive and successful business experience accrued over numerous engagements across multiple industries, we are poised to help business leaders prepare for the future.  

Rahal Consulting seeks to initiate a dialogue with business leaders to objectively assist in the development and implementation of growth strategies and tactics.

 

To initiate a more in-depth discussion and for additional information, please contact:

 

Joe Rahal – Rahal Consulting - www.rahalconsulting.comjrahal@ rahalconsulting.com 617 999 7262

successfully improving and accelerating the performance of sales organizations

 

 

 

 

 

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Putting the Saddle on the Right Horse

By Stanley H. Davis and Kathryn B. Earle

When a new venture is just a twinkle in their eyes, most business founders don’t realize that their leadership assets likely won’t meet the eventual needs of their expanding enterprise.

At founding, the owner’s most critical asset is himself. He’s the leader of an embryonic enterprise where the primary capital is his ideas, expertise, creativity, commitment and time. As potential customers, suppliers and investors become interested in the founder’s budding venture, he’ll need to extend himself and engage other people and capital. If he hasn’t before, this promising entrepreneur begins to wonder how big this venture might become, to evaluate what he needs to know but doesn’t, and to consider what his journey from simplicity to complexity may require.

The founder’s recognition that he or she is not an expert in all things – financial, commercial, technical, operational and strategic – brings the realization that some specialized help will be needed. In the venture’s early years, an experienced bookkeeper in the family and a salesperson from down the street may suffice. Continuing success will require additional expertise and, eventually, seasoned managers to oversee and lead varied functions.

Each business stage – conception, launch, growth and maturity – demands different leadership traits; and the need for great leadership transcends changes in ownership or structure. Interest from a potential suitor or the opportunity to acquire another business won’t wait if you don’t already have the right leadership in place. What does this right leadership look like?

1. To begin, when you’re a $10 million business, don’t bring in $10 million talent. Your growing enterprise is already operating at that level. The right leaders are not there for the ride. They’re there to prepare and lead the company into territory that they already understand. They’ve learned from their ‘beginner mistakes’ elsewhere.

2. Don’t settle for talent that’s “good enough for now”. “Now” is temporary. Mediocre talent will generate mediocre results, and mediocrity is not an asset. In fact, select leadership team members who, in their expertise, are better than you are; who will complement and extend your own skills and experience and stretch you to be the best business owner you can be.

3. As a leadership team begins to take shape, make sure that in addition to their business acumen they also fit with you personally, with the culture you want to build, and with other leaders already on board. The multiplier impact of a cohesive team, compared to a collection of individuals, is stunning.

4. Assure that your leaders are organizationally committed, goal oriented and selfless enough to get the best from one another and to hire others of equal talent. (‘A’ players hire ‘A’ players; ‘B’ players hire ‘C’ players.)

5. In your hiring, don’t focus on pedigree (e.g., family or educational background; appearance; impressive yet unrelated activities) but rather on relevant and quantifiable accomplishments, how they were achieved and under what circumstances.

6. Choose leaders of whom you’ll be proud. The value of your business, throughout its life, will be substantially bolstered by the caliber of your leaders. They’ll be evaluated by prospective investors and bankers, and by customers and suppliers who may be considering a long term relationship with your company.

7. At each stage of your company’s growth, be ready for the business and personal challenges that will come with needed leadership transitions. Map out the changes and the essential transfers of responsibilities beforehand. Build a supportive consensus with your internal team and your external stakeholders. Prepare yourself for some difficult changes to your own role.

8. Remember that for any change, acknowledging the need may be the most painful element. It’s not easy. If it seems easy you may have placated yourself with a simple adjustment to your business rather than stepping up to the need for a more substantive change.

9. Prepare to pass the CEO saddle to an even more qualified candidate. If the company’s success exceeds the founder’s ability to manage it well, sustaining the enterprise may depend on honest self-assessment. In our work with one successful business owner who was recruiting his first non-family executives, he observed that his “business got bigger and more complex than we know how to manage”. This was a clear sign that his business was succeeding.

Will you know when your growing business reaches one of those inflection points, when it may have outgrown its current leadership? You may not want to deal with it. You may not even want to acknowledge it. But you will know it. A courageous, insightful and timely response will greatly increase the likelihood of your venture’s continuing success.

 

Stanley Davis leads the East Coast Practice for TowerHunter Executive Search (www.StanleyHDavis.com; www.TowerHunter.com). He can be reached at sdavis@ towerhunter.com.

Kathryn Earle is the principal executive leadership and business organization consultant at Touchstone Advisors of Cohasset (www.TouchstoneCohasset.com). She can be reached at kathryn.earle@ touchstonecohasset.com

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What Got Them Here Won’t Get Them There: Transforming Founder Centric Companies to Maximize Their Value and Close the Sale

By Bonni Carson DiMatteo

Often motivated by business “burn out”, a strained business climate or the image of an endless vacation, founders begin to consider selling their business. It seems like a perfectly left brain solution to frustration, malaise or boredom. They may talk to their spouse about how they are burned out or want to extend their winter vacation in Naples, or have more time to visit the grandchildren, and before you know it they are talking to their accountant, lawyer, financial planner or a business broker about selling their business. Their business advisor helps them crunch some numbers, estimate how long it might take to sell the business in the current environment and to determine the value proposition. When all the signs point in the direction of “Sell”, why do some businesses fail to execute? Founder reluctance and a founder centric culture will derail the ability of many businesses to “close the deal”.How can these companies change their mindset so that they can implement a successful exit strategy? Which advisors are best equipped to address the right brain thinking that can often instigate or derail the sale?

Over the last several years, exit planning advisors have been thwarted by a business climate marked by declining sales and earnings, shrinking bank credit, and a poor economic outlook. Consequently, there have been few buyers in the market since the beginning of the financial meltdown in 2008. With cash reserves built up over the last 2-3 years, and gradual improvement in economic conditions, companies are showing more interest in buying new businesses. The availability of buyers is estimated to exceed that of sellers in 2011. As more deals are executed, company valuations are expected to increase. This appears to indicate a great opportunity for companies to jump into the market and sell their business.

[Reference: "Can 2011 Be a Good Year For Private Company M&A?" by John Hammett, Corporate Finance Associates Capital Ideas for Business, Winter 2010; http://www.cfaw.com/library/100/private-company-mergers-acquisitions.php;]
In spite of this, why will many companies fail to capitalize on this opportunity? It is often a right brain, not a left brain, challenge. Which advisors are best equipped to address the right brain thinking that can often instigate or derail the sale?

Stalled at the Altar

The companies most likely to stall at the altar are those that have what we call a “founder centric culture”. These companies, often started by boomers 25-40 years ago, have been operating for more than a generation. If they do not have a succession plan they are looking for some way to capitalize on their biggest investment, their business. What obstacles are inhibiting these companies from successfully completing a sale? Many attribute the failure to execute the sale to factors such as disagreement on price and market conditions. Buyers looking for a good investment may back away from companies that have an immature internal structure and a founder centric culture. Often, the emotional founder ambivalence and founder centric culture of the company are the biggest hurdles to overcome.

Symptoms of Founder Ambivalence

Founder ambivalence is marked by:

  • Difficulty with following through on action plans suggested by advisors.
  • Being preoccupied by a stream of company crisis that distracts from the big picture.
  • An over worked and stressed founder who has no reason to focus on the big picture.
  • Lack of a clear personal and family strategic plan to take them into the next 10-20 years
  • A clearly defined sense of purpose and mission beyond the business
Symptoms Of Founder Centric Companies: Signs This Sale Will Stall At The Altar:
  • Company leadership deficits
  • Process deficits
  • Culture deficits

The business is the founder and the founder is the business. Therein lies the challenge. Their greatest strengths are often their greatest weaknesses. In founder centric companies, you often find a Founder who is actively involved in working in the business, but not on the business. They are a key rain maker or customer evangelists. They are what we call a Founder Hero because they are often the only one who can serve customers right. There are frequent fire drills and often the founder is the one rescuing the day.

It is what Michaels E. Gerber refers to in The E MYTH as the conflict that rages among the three hats of entrepreneur, manager, and technician. They may be the chief decision maker and process saboteur; they have no succession plan or strategic plan; They have no advisory board; They simply meet each day’s challenge; keep a steady pace and do things in ways that have worked in the past. They see no reason to have a vision or a plan. The company mantra is “we’ve always done it this way”.

Buyer Red Flags

Buyers are wary of a lack of process and systems that can survive beyond the founder. They may, or should, have a certain skepticism that this founder will be able to let go of something that gives him or her such a sense of identity and purpose, or that staff, vendors and customers will be able to transfer their loyalty to a new owner.

Company/Leadership Deficits

In the founder centric company there are noticeable leadership deficits. While the founder is clearly the culture creator, and larger than life in many ways, the sense of leadership dwindles from there. Often there is a key executive who has been with the company almost as long as the founder and follows his or her path. There are little to no leadership/management competencies or development. If there is a management team, it may be one that does not function effectively.

Buyer Red Flags

Buyers may be cautious of such leadership vacuums, knowing that without the founder there is little capacity to decide, execute and achieve results.

Process Deficits

In founder centric companies there are often great ambiguities among people in terms of roles and responsibilities. This is further complicated by the lack of a systemized process that allows for efficiency and success. The firefighting caused by last minute crisis ultimately results in the erosion of profits. To further compound the problem, decision making often occurs only at the top and there is no accountability throughout the company.

Buyer Red Flag

Buyers observe this cautiously. Process improvement and tightening may create an opportunity to improve profits, but the current state of the organization points to weakness.

Culture Deficits Are Created By The Leader/ Founder

In founder centric companies there are often extreme levels of morale and engagement. Larger than life personalities often create a tightly woven family of employees. They are loyal to the founder and the founder is loyal to them. There are blessings and curses with this.

As the company grows it is difficult to change the guard and the guard is not always adaptable to change.

The culture is often marked with crisis du jour, stress, complacency, silos, no sense of accountability. There are challenges with retention/talent attraction, an aging work force, lack of diversity, change resistance, and no sense of vision of the future due to strategic plan deficits.

Buyer Red Flag

Buyers eye this phenomenon guardedly. They understand that if the founder leaves there may be a vacuum too big to fill and the loyalty will soon dissipate. Buyers are looking for a company that can evolve beyond a company founder. As buyers observe the challenges of a founder centric company often the financial value begins to diminish.

What can a founder and their advisor team do to reshape their company and make it buyer friendly?

Steps In Evolving From A Founder Centric To A Buyer Friendly Company

Buyer friendly companies have evolved from a founder centric culture by implementing best practices in leadership, management, organizational development and process/ profit focus. They differ from founder centric companies in that they focus primarily on working ON the business rather than IN the business, utilizing a more systematic business process. The following steps are needed to evolve the company from founder centric to buyer friendly.

Key Advisors Needed At Each Step

To execute a sale that maximizes the company value, key advisors must work together and in tandem to help reset the company’s GPS.

Steps And Advisors Needed In Resetting Founder GPS

1. Founder Readiness: Creating A Legacy And Resetting The GPS Personal Strategic Planning:

ADVISOR: Business Coach

The execution of a sale begins with a focus on legacy and personal strategic planning combined with corporate strategic planning. This enables the founder to create a vision, mission, values, and goals for him/herself, as well as leaving the business in a position that commemorates their legacy of success.

2. Building a Leadership Bench:

ADVISOR TEAM: Management Consultants; OD/Coach; Recruiter

The company and the founder need to prioritize building a leadership/management bench by identifying key leadership capabilities and competencies, and through training or coaching in house managers or recruiting new blood. There also needs to be some team building to solidify a cohesive team to set and execute goals and to develop a new organization chart that clearly defines roles and responsibilities.

3. Developing A Strategic Plan: Assessing the company SWOT:

ADVISOR TEAM: Business Coach/ OD Consultant Corporate Strategic Planner

As with a personal legacy, the founder and executive team need to create a strategic plan that closes the gap of vision and current reality and sets executable goals for:

  • Decentralized decision making
  • Management competencies
  • Process improvement
  • Innovation
  • Increased revenues

It is necessary to set the stage for growth and operational effectiveness that will attract the right buyer at the right price. The discipline of executing on a 1-3 year plan will much better position themselves for a good sale.

4. Creating And Managing Change:

ADVISOR TEAM: Business Coach, Organizational Development or Management Consultant

Help create the change necessary to maximize the volume of the business. Heath & Heath’s book, The Switch, is a good reference for this. This step is not only a process improvement leap, but a mindset and cultural leap as well.

5. Crunching The Numbers:

ADVISOR TEAM: Financial Planner/Accountant to help owner finance the future

Understanding what the owner needs, what they have, and closing the gap

6. Positioning the Company for Sale: Cross functional Team Approach

ADVISOR TEAM: Lawyer, Coach, Financial Planner, and Accountant

Addressing the 4-legged stool: the legal, financial, long-term financialgoals and the personal legacy the owner wants to create

7. Finding The Buyer:

ADVISOR: Broker

Identify the new value of the company and determine the strategies for selling and finding the best buyer.

8. Executing The Sale:

ADVISOR TEAM: Lawyer, Accountant, Coach, Broker, Financial Planner.

This is where seller ambivalence most rears its head. The collective input of all advisors, particularly the coach who best knows the right brain challenges needed to help take the founder to the altar.

Conclusion

Both advisors and sellers can benefit from the lessons learned from implementing these steps. Evolving from an Entrepreneur to Founder owner to Leader is not an easy or fast process. However this can be accomplished in 6-12 months once the founder mindset is fully engaged in the process and the outcome. Specialists in behavioral economics and organizational culture are essential to unbind the organization and leader from a founder centric mindset and homeostatic behavior. Experts in this field are an essential part of the Exit Planning Team that provides right brain balance to the left brain experts.

A sale that maximizes the value of the company can best be reached when the first 7 steps are completed. As the founder resolves their ambivalence they become more confident and committed to the sale. In turn, buyers respond with a similar confidence and enthusiasm. It is only through creating the changes inside and outside the founder and the company that the sale can be fully achieved at its greatest value and without last minute ambivalence that can undermine the final signing of the agreement.

Copyright Bonni Carson DiMatteo 2011 Atlantic Consultants 27 Mica Lane, Suite 106, Wellesley, MA 02481 5

 

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Designing Your Company’s “Customer Experience”

By Larry Girouard

Terms like strategic plan, business modeling, data collection, data generation, business “Outcome”, algorithms, and the like, are not words that are commonly used in today’s business meetings. (Note: Outcome is defined as all the goods, services and touch points that a customer encounters when dealing with your company. The company outcome is what the company delivers, and the customer experience is how the customer relates to this outcome.) I am reminded of presentations that I made in 2007 at a half dozen conventions around the country. I role-played with the audiences of CEOs and senior managers, asking them to pretend that I was the decision maker at a target account that they were trying to penetrate. If they had just 15 minutes to convince me to buy a product or service from their company versus their competition, what would they present to me?

I asked them to take 60 seconds to write down five items that they would discuss. At the end of the minute many had not completed this short list of five items. Surprised! Try it yourself … one minute and five key items. The fact that this was not an easy exercise for these senior managers is significant.

The second question I asked, with a show of hands, was, “How many of your company’s measure the performance on the five, or less, items listed on your sheet?” I would be exaggerating if I said that more than 1%-2% raised their hands.

The fact is that very few companies measure anything beyond financial performance. If I am the buying influence at a target account, I am inundated with sales people telling me how great their companies are, yet, almost no company presents the historical performance data to convince me that their value proposition has any punch behind it. As the buying influence, on what basis do I make my decision?

I had one attendee that listed “Our experienced people” as one of their five. To that point I responded as the buying influence, “So what, what does that mean to me?” I understand what “on time delivery” means to me, but I do not have a clue how “having experienced people” impacts my company. The measured quality of the work from these “experienced employees”, and how this quality impacts what I am buying from your company, will certainly play a part in my decision making.

When you think about it, the buying influence at a customer or target account only cares about the ”Outcome” from your company, and how it meets their needs. The buying influence could care less what happens inside your company. As the buying influence, I am only concerned about minimizing my risk and the validation of my decision through superior performance when I choose to buy your goods and services.

Experienced people mean little to me unless the ”Outcome” of their work is better, faster, and more accurate than that of your competition. How do you measure the “Outcome” of your experienced people that will convince me that it is worth the risk to use your company as a supplier? Dave Nash, President of Engage Marketing, a RI consulting firm, says it best when he states, “You must give me a real reason to believe!” Looking at your business from the customer’s perspective, and listing (modeling) the elements of the ”

“Outcome”, will help you to begin to identify the customer experience, the real product/service that you are delivering.

Five Required Elements for Designing the “Customer Experience”

“If you can’t measure it, you can’t manage it”, and “What gets measured gets done”, are both terms that we have all heard many times. Bringing measurement into the corporate culture is a challenge for any company. By focusing on the company ”Outcome”, management and employees can now concentrate on what the customer is receiving. In total, this represents a company’s product, product offering or value proposition. There are five fundamental elements that must be addressed by any management team before beginning to design a company’s ”Customer Experience”.

1) Management must accept the fact that quantifying the business “Outcome”, or “Customer Experience”, is the cornerstone for building and sustaining an effective market penetration program.

2) Management must passionately and unconditionally embrace the quantification of all elements of the “Outcome”.

3) Management teams must come to grips with the fact that measurement will be met with resistance from many people up and down the organization chart. Management must work through the acceptance process of measuring, and being measured, for both management and the employees.

4) Management must apply measurement evenly throughout the corporation. Rank does not have its privilege, especially for the CEO and senior managers.

5) Management must empower its employees to both help develop the measurement system, and to implement the resulting system. Employee involvement in this process is critical ensure “buy-in” throughout the organization.

The Importance of Employee Involvement

In general, most people resist being measured because its very mention recalls past memories where being measured had negative results for them. Perhaps low test scores in school, or unattained goals in the business community were the reasons. Whatever the cause, in most cases, measurements were used to punish, or take something away, rather than inspire or reward for performance excellence.

The value of the ”Outcome” from any company to its target market is directly proportional to the value added sum of its components. The employees add most of the “value added” components to the “Outcome” because they are the people that interact with your customers on a regular basis. Employees answer the phone, and they get back to customers with answers to most questions like order status and technical issues. They are on the production line running the machines that make our products, etc.

Employees make the “Customer Experience” happen. Most of the communication between a customer and the company is impacted by the performance of these employees. It’s their system to create and drive. It’s management’s role to motivate and empower their employees to do it, and provide them with all the tools and support they need to succeed.

To effectively improve the ”Customer Experience”, the employees must be an integral part of the process. The CEO and senior management add relatively little to the “Customer Experience”. Management just sets the stage for employee performance.

Where do you start? Customer “Touch Points”!

A business associate of mine, Tom Pesaturo, President of Exceeda Consulting, clearly states that, before you march too far along the thought process of establishing the vision for your company, it is important to define the “as is”. The “as is” defines the current performance level for the “Customer Experience”. It’s the “as is” that cements the starting point for a company’s journey to performance excellence. Easy to say, but because most companies measure very little, defining the “as is” in terms of concrete measurements offers up a challenging task.

I suggest that you look at the current state of the company from the standpoint of the customer as the starting point. Conversely, starting this process by defining the internal workings of your company in measurement terms would be a much more complex undertaking and likely to be met with high employee resistance. Looking at the ”Outcome” of the company is more approachable, and not as threatening to management or employees. The ”Outcome” is the summation of all the touch points that represent the totality of the “Customer Experience”. It begins with the initial contact between the customer and the company, usually starting with the first phone call, and is ongoing through every touch point that a customer experiences such as:

a) Initial call into the company

b) On Time Delivery

c) Product quality

d) Response time to questions of any nature … technical, order status, billing status, and the like.

e) In retail or hospitality, anything that impacts the customer’s senses are all considered part of the family of touch points.

f) The quality of all written or oral communication

g) Website and Collateral

(Note: This list could be 20 – 30 elements, or more).

Different types of companies will have varying families of touch points, but the approach is the same.

Once a company makes a comprehensive list of the key elements that make up their customer’s ”Customer Experience”, they can then begin to look at each element, one at a time, with respect to their corporate performance on each. This is the first step for a company to determine the “as is”. True to form, the results of this exercise are usually very revealing, and disappointed to most companies, especially if all these elements are looked at objectively.

Most companies must look at other means to differentiate their products. There are few options. Optimizing the ”Customer Experience” is a great way to do it. Few, if any, of a company’s competitors really focus on this aspect of their businesses in a formal and structured manner. This presents a real opportunity for your company to differentiate your product offering and value proposition in a quantifiable manner.

Once the ”Customer Experience” is outlined, and the appropriate measurements applied to each element, the “as is” will be well defined. This then begs the question … Is the “as is” good enough” to be used as a sales tool to penetrate the market? This is the moment of truth for most companies. Keeping it real, what comes next?

For the initial steps, I suggest you try the following:

1) Break the ”Outcome” down into all the elements that have been identified and look at each one as a stand alone entity. To develop a list, have a 60-minute brainstorming session with your managers and employees and generate a list of customer needs, wants and complaints. You might have 30, or more, items on this list but it will represent a good starting point and a very large percentage of the actual “Outcome”.

2) Rank each element in the order of importance with respect to the ones that you feel are the most important to your customer.

3) Pick one of the key elements, like “on time delivery”, and begin to track and measure the reasons why you are late for each order, or request, over a period of time … say 1-2 months. The important point here is that every order, or request, must be included in the analysis. (Note: You must first establish the criteria for when an order is late, and this criteria must be in line with your customer’s criteria)

Do the same for the other elements of the ”Outcome”. By the way, once you start measuring corporate performance levels, and listing the reason why something was not met, employees will automatically start paying more attention to their role in any specific element of the ”Outcome”. When you think about it, employees control well over 85% of the “Outcome” or “Customer Experience”. As a result, they must be 85% of the solution. It cannot be forced on them by management or push-back is guaranteed. Some elements of the ”Outcome” are more difficult to measure. For example, how does the receptionist answer the phone? One of my clients has given the receptionist the title, Director of First Impressions, and this person was trained in how to deliver “great phone”. It is not measured specifically, but it is addressed.

4) After a period of data collection you will begin to see patterns. For example, one company had issues with the length of time it took for them to get back to a customer with lead times for any order. It could take up to 2 weeks or more. They modeled the process of where the request went and the time that the request stayed in any one location. It was a very simple model. As they collected data they were able to define the key contributor(s) to the delay. Customer Service (CS) collected all the data because they owned the particular customer request.

It was initially explained to all employees the importance of getting back to customers quickly with answers to all their requests as part of the overall ”Customer Experience”. Engineering was the bottleneck in this case and it really stood out. Now responses to lead time requests are well under one week, except for unusual circumstances.

Because this particular example was only a part of an overall program to improve the ”Outcome”, there were many examples where other departments represented the bottle neck. Once a management team begins to model the elements of the “Outcome” in a very graphic manner, it is much easier for all the stakeholders to see the value of their role in optimizing the “Outcome”. Also, with historical measurements applied to each segment of the model, corporate performance and performance improvement becomes more visible.

There is a visual process called “Value Stream Mapping” that has been used very effectively in organizations that have the real passion for continuous improvement.

While some business elements are more complex to model than the example presented, the approach is the same. Eventually, as all the elements are integrated together, you begin to get a visual representation of your business ”Outcome” in real time, or close to real time. I call this the Everest of business modeling because few companies ever have the resolve to follow through on modeling the complete ”Outcome”, with all, or most, its elements. Changing business culture can be a herculean challenge. There are many reasons why it doesn’t get done, but if the CEO has the vision, commitment, humility and passion to see it though, the rewards are great.

The Optimized “Customer Experience”

Real Market Differentiation for market penetration

 

Step back for a moment and envision that the ”Outcome” for your company has been modeled, measured, and optimized. Your company employees are tuned in to the measurements that frame that “Outcome”, and are using these recorded measurements as one of the tools to help direct their day-to-day behavior. Your sales department is now utilizing the ”Outcome” data as an integral part of their sales presentation. Your company collateral refers to the “Outcome” (“Customer Experience”), using historical data to present your corporate commitment to performance excellence.

The image of your company in the market place is largely derived from the company’s ability to drive the “Customer Experience” to higher levels. Remember, it will be very rare for competition to utilize this same selling technique because few, if any, have brought measurement into their business culture as a vehicle to differentiate their product offering and value proposition. Your company would stand alone in the competitive field, taking the “top of the hill” because of your exceptional service level.

Based on your company’s historically measured performance, in time you will be able to make guarantees that will be the envy of your competition. Your sales team can sell with confidence because they know the performance data is real. They will resist the temptation to oversell because they will not need to.

Self-Sustaining Measurement Culture

As mentioned earlier, bringing measurement into the business culture is a difficult process. Initial resistance from all, or most, employees will be high. That being said, with the resolve of the CEO and senior management, and empowerment of the employees to implement their input, measurement will slowly be embraced by both management and the employees if there is a clear “win” outlined for all involved.

For example, one win for the employees may be a bonus based on the profit/employee number. As the  ”Customer Experience” improves, corporate efficiency will also improve. The “Customer Experience” cannot improve without some proportional improvement in corporate efficiency. As sales from the improved “Customer Experience” increases, it will do so without a proportional increase in the number of employees and, by default, the profit/employee will increase. Again, this represents one win for the employees.

If you accept the fact that modeling and measuring the ”Customer Experience” (The “Outcome”) of your business is a common sense approach to start your corporate change process, congratulations! That is the first step, and you are on your way.

While measuring performance can be very intimidating, measuring the corporate “Outcome” is a much easier concept to embrace as the initial step because real teamwork between corporate functions will be required. The members of the cross-functional teams will work out the processes to optimize the “Outcome”. Solutions will come from the bottom up and, therefore, more sustainable. Also, with this level of employee involvement they feel much more like they are part of the team. This culture is one where their efforts are better recognized. Improved corporate efficiencies has a direct impact the lowering the stress levels among employees.

The CEO must encourage and allow this process to evolve through employee empowerment. You have heard the term “journey” used throughout articles and books written on the subject of change. The Malcolm Baldrige National Quality Award constantly describes the road to performance excellence as a journey. I have had the opportunity to be involved with many journeys and can attest to the fact that it is well worth the ride.

Differentiation, The Customer Experience, EBITDA, and Business Valuation

There are many factors that impact the overall value of a business that a buyer is willing to pay for. Consider the approach outlined above with respect to business valuation:

1)  Optimizing the “Outcome” …. in order for this to happen there must be a corresponding improvement in company efficiency.

2)  Market Penetration … a measured and improved “Outcome” provides the foundation for any Market penetration initiatives, and help establish a corporate brand.

3) Corporate Efficiency … As employees improve corporate overall efficiency and begin to penetrate the market, sales/employee and profit/employee will increase because the improved efficiency will enable employees to do “more with less”.

4) Impact on EBITDA …. improved efficiency, driven by the employees, will result in additional monies dropping the to bottom line. These monies can be allocated to EBITDA, bonuses for employees, and business reinvestment. Regardless of how you slice the pie, EBITDA will be positively impacted.

5) Business Valuation … A strong sustainable business culture, and solid EBITDA performance, will better position your company for a higher business valuation, regardless of the business segment served.

So few companies approach their business in the way described above that, in doing do, your competitive position will be greatly enhanced.

 

*** END ***

Larry Girouard is the CEO of The Business Avionix Company, established in 2002

Published as a 3 part series in the Woonsocket Call, a Northern Rhode Island newspaper … February, 2010


 

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Cultural Due Diligence: Validating Its Benefits and Its Impact on Executing the Merger, Successfully

By Joseph J. Rahal

Introduction

Many of today’s world conflicts emanate from a clash of cultures. The same can be said of conflicts that occurred during the mergers of the Mercedes and Chrysler, Coke and Snapple and many other similar transactions.

Are these cultural issues any different when merging two established and successful smaller or mid-sized companies?

Are the challenges and obstacles the same?

How much of the success of any of these examples is based solely on the formal review, analysis and integration of financial and legal matters?

“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.”  (Source: Wayne State University, Institute for Information Technology and Culture, Detroit, MI)

60% – 70% of all mergers fail because of a lack of cultural integration

What must be done to insure a successful blending of companies? Large and Small.

Consider the following ……

  • 60% – 70% of all mergers fail because of a lack of cultural integration
  • Culture is ranked higher than salary as a criterion in job selection, satisfaction and employee retention
  • Customer service is a direct reflection of a company’s culture – how it treats its employees and the expectations it has on how clients should be treated

This document will provide:

  • Further rationale and value to conducting a cultural due diligence as a necessary complement to the standard financial and legal due diligence  
  • Components of cultural due diligence
  • A practical outline for conducting cultural due diligence
  • Role of Rahal Consulting in conducting, and implementing strategies resulting from cultural due diligence

This document also presents Rahal Consulting’s philosophy and approach toward defining Cultural Due Diligence and heightening its awareness and relevance in today’s business world. Additionally, Rahal Consulting seeks to challenge conventional thinking, educate business leaders, and to re-affirm the critical value of conducting Cultural Due Diligence along with tradition financial and legal due diligence.

Description

In describing cultural due diligence, there are many positive examples in business, and they stand out among the many negative situations. The over-riding theme in evaluating true corporate culture is “walking the talk”. Here are two specific comparative examples whereby the company may espouse a cultural value but either “walks the talk” or is inconsistent in what is actually done:

Cultural value description Positive example Negative example
We are a family culture that cares about our people. A collaborative initiative to help a peer in distress when co-workers transfer personal time off to the needy, and the company matches the cumulated funds. Elimination of celebration parties and token bonuses while senior management collects large bonuses
We are open and innovative and respect everyone from top to bottom. Monthly “straight talk” sessions open to all employees Quarterly and equal bonuses for all employees based upon corporate performance Executives reside in a secluded office suite separated by dark wooden doors Executives seldom mingle with work force (minions)

Why is culture so often overlooked when two companies merge?

If so much that has been written and discussed specific to culture and its importance, why then is culture so often overlooked when two companies merge, especially during the due diligence process?

There are two primary reasons:

  1. It’s all about the numbers and value to the shareholders, public or private
  2. The perception of cultural due diligence is that of “soft stuff” with limited impact on shareholder value

… proven the critical value of human capital to the success of businesses.

 

Clearly, research in all forms, has proven the critical value of human capital to the success of businesses.

Outcomes of Cultural Due Diligence

Conducting cultural due diligence, along with the legal and financial components of traditional due diligence, will:

  • Provide better understanding of who you are
  • Streamline the integration
  • Expedite operational success
  • Improve marketplace acceptance
  • Retain key employees, clients and revenue

To make the merger successful, there are three distinct steps to cultural due diligence:

  1. Conducting an objective, formal and thorough analysis, evaluation and comparison of the two companies
  2. Accepting the findings as a pathway to a smoother transition
  3. Creating and executing the right strategies for a speedy and successful merger and integration

Important Merger / Acquisition Considerations

Within these steps are critical questions pertaining to successfully merging cultures that must be asked.

What are you really buying when you purchase a company and how do you establish value?

What assets are you buying when you join two companies, regardless of size or industry?

  • How do you establish and value these assets?
  • How will you measure the success of the merger and integration?
  • When will you measure the success of the integrated companies?
  • What are the contributing factors to the success or failure of the merger?
  • What are the inhibiting factors to the success or failure of the merger?
  • What role does human capital play in the merger and subsequent success or failure of the merger?
  • What are the consequences of incompatibility?

 

Yes No Category Details
X   Corporate The entity: name, business, structure, etc
X   Legal Governance,  intellectual property, contracts
X   Financial Balance sheet, revenue, receivables and payables, leases
X   Operational Equipment, technology distribution channels, clients, market share, processes and methods of doing business Products or services
X   Cultural Human capital (people) and talent, values, standards and expectations, management style, measurements of performance for the company

 

Traditional Due Diligence

Due Diligence has been defined as ‘the independent investigation of a company, its management team and its prospects for success by an investor before funding is provided’. A more terse but no less accurate definition describes it as ‘a well-established mating ritual … which allows [the parties] to explore the benefits of the marriage’. (a)

Conducted primarily by lawyers and accountants, it focuses on:

  • Financial structure and performance
  • Product portfolio
  • Customer base
  • Marketing, sales and distribution structure
  • Research and development
  • Management and personnel
  • Legal matters
Consider this: Seventy-five percent of all mergers, acquisitions, and general corporate change initiatives fail within the first three years. One of the major culprits contributing to this failure rate is the lack of attention to organizational culture — the Human System.  Listen to what a former Wall Street insider has to say about Cultural Due Diligence™…

Is culture a factor when it comes to business integration activities?

According to an independent study conducted by New York based law firm, Wachtell, Lipton Rosen & Katz on merger and acquisition activity in the banking industry, 4 of 7 common factors that affected M&A success were culturally related.

Organizations do a great job of conducting legal due diligence and financial due diligence.  In fact, deals would not get done if not for these in-depth and significant processes.   The missing link in M&A activity is “Cultural Due Diligence” where the human systems of both organizations are assessed, diagnosed and integrated.

(Source / EMERGE International, Huntington Beach, CA)

The link between orchestrating the deal and realizing the potential of the new organization is not the responsibility of lawyers and accountants,

Traditional Due Diligence occurs between the signing of letters of intent and the closure of the deal, covering typically a ninety-day period during which the parties are still negotiating even as the lawyers and auditors are gathering their information. It can be a draining process. As Charles Crosthwaite, Partner at Bird & Bird, observes, “Due Diligence reports are usually compiled and delivered to extremely tight deadlines. Lawyers cannot, however, guarantee that their reports will be read or acted upon. Professionals should strive to collaborate with clients to create a more effective intelligence gathering and assessment process.”

Many of the components of Due Diligence – the warranties and disclosures which have to be supplied by the legal entity being acquired – are statutory and formula driven. Focus throughout is on evaluating the evidence which will allow the transaction to be concluded. The link between orchestrating the deal and realizing the potential of the new organization is not the responsibility of lawyers and accountants, who may well have no further role to play after the agreement has been signed.

A New Component

Despite the assumption that there is only one component to the due diligence process, there are actually two primary components of Due Diligence –

  1. The more recognized and traditional “Confirmatory” process outlined above
  2. The less considered “Operational or Business” due diligence process to understand the practical issues that are the day-to-day  heart beat – strategies, structure, practices, people, i.e. the Cultural Due Diligence
Organizational culture is defined as the human side, the operational component and the personality or so called “fabric” of the organization.Culture is comprised of the history, values, norms, standards and tangible signs (artifacts) of an organization’s members and their behaviors – both past and present. Members of an organization soon become an integral part of the culture of the company by their participation in the organization in which they work.

Defining Cultural Due Diligence

Cultural Due Diligence, with its focus on the future

Cultural Due Diligence, with its focus on the future life of the company, integration of the entities and practical operations of the new organization, has much to offer. As Richard Lee, Partner at Clarks Solicitors, observes, ‘Many companies are extremely unsophisticated in their approach to the cultural aspects of their Due Diligence. Family businesses, in particular, can be hard to integrate”.

Cultural Due Diligence differs from standard Due Diligence procedures in that:

  • It is not mandatory in law
  • It may be variously conceived and implemented
  • It may be conducted by a range of parties
Organizational culture is the personality of the organization. Culture is comprised of the assumptions, values, norms and tangible signs (artifacts) of organization members and their behaviors. “Culture can best be described as what people do and how they act when no one is watching.”

(Source: Richard Kovacevich, Chairman, Wells Fargo & Co.)

 A Cultural Comparison

A parallel can be drawn between the merger of cultures between nations and the merger of cultures between corporations and businesses of all sizes. Elements in this comparison are numerous but often not considered in the business world. Examples of these elements are:

Nations Businesses examples
Language Acronyms, slang, department specific language, swearing tolerance
Dress Dress code, difference among levels
Governing policies / laws Management, where are decisions made – hallways or formally in meetings, by consensus or dictatorial, feedback, each department has separate process
Infrastructure Levels of staff, office structure, cubicles, technology, pay structure
Hierarchy Decision making, matrix or hierarchical, centralized decentralized
Social standards Interrelation among levels, social activities (bowling, etc.)
Ethics Work ethic and expectations and performance measurements Ethics and values, consistency, token or actual
Artifacts, music, art Technology, company signage, awards, failed new endeavors
Celebration Rewards and recognition, appreciation , compensation

organizational change must include not only changing structures and processes, but also changing the corporate culture

As analogous as this comparison is, the culture of a business is more difficult to distinctly express, yet everyone knows the importance of culture in the success of a business For example, the culture of a large, for-profit corporation is quite different than that of a hospital that is quite different than that of a university or a strong entrepreneurial business.

You can often identify the culture of an organization by looking at the arrangement of furniture, what the employees and management brag about, what people wear, etc. — similar to what you can use to determine an individual’s personality.

It is not just about what you want to achieve but rather “HOW” to get it done.

The concept of culture is particularly important when attempting to manage organizational change. Practitioners are coming to realize that, despite the best-laid plans, organizational change must include not only changing structures and processes, but also changing the corporate culture as well.

It is essential to consider that when creating change, the critical components are not setting forth what the goals are but rather the “HOW’ to achieve the desired outcome. The “HOW” is all about implementation and execution. It requires understanding obstacles, outcomes, ramifications, planning and the impact of change on the people who must execute the strategies and tactics.

(a) – Source: Written by Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Copyright 1997-2007.Adapted from the Field Guide to o Leadership and Supervision.

Done simultaneously with traditional confirmatory due diligence, Cultural Due Diligence is a practical, step-by-step approach for making rapid, cost-effective cultural assessments of both the acquirer and the target. It can make the difference between deal success and disappointment.

Culture and Change

Because cultural change involves hard and soft issues, it requires both qualitative and quantitative analysis of a corporate culture, including visible manifestations such as:

  • Dialogue between levels
  • Decision making process
  • Accessibility to decision makers and leaders
  • Sales process and positioning
  • Channel management, and “go-to-market” strategies and tactics
  • Market positioning
  • Client interaction
  • Dress codes
  • Office layout
  • Annual reports
  • Recruitment brochures and employee interaction
  • Less tangible corporate values and assumptions about how a company does business

Traditional M&A due diligence has consisted mostly of crunching numbers, securing intellectual property, examining executive compensation plans, reviewing legal document, etc

Traditional Mergers and Acquisition (M&A) due diligence has consisted mostly of crunching numbers, securing intellectual property, examining executive compensation plans, reviewing legal document, etc. There are several reasons for this:

  • Tradition has established a mystic around the “confidentiality” surrounding the legal and financial undertakings
  • It is a more specific and easier route to gather and analyze numbers
  • Acquisition teams are comprised mostly of financial analysts and attorneys
  • Top managers are generally more comfortable with “hard,” easily quantifiable issues than softer ones like culture
  • The due diligence team is rewarded and recognized for the accomplishment of the process and seldom, if at all, involved with or tied to the successful integration and future outcome of their assessment
  • Less emphasis has been placed on the actual integration and implementation of the merger
  • These same managers may have believed they already understand the cultural differences between their companies and prospective partners, particularly if they operated in the same industry and feel that a formal analysis is superfluous
  • Managers may have undertaken a kind of implicit or intuitive cultural assessment that lacked documentation and objectivity and therefore defied replication
  • Many simply choose to ignore potential conflicts even a rudimentary cultural assessment may reveal.

Cultural Due Diligence: The Process

Cultural Due Diligence can be explicit and measurable. It provides a discipline … to recognize culture as a critical ingredient in deal success ….

Cultural Due Diligence can be explicit and measurable. It provides a discipline that compels senior managers to understand it own culture and to subject their gut perceptions and conclusions to tough scrutiny as well as to recognize culture as a critical ingredient in deal success.

Indeed, it takes a fair amount of courage for leadership to submit their preconceived notions of their own corporate cultures, or that of their prospective partners, to such a test. Moreover, if conducting a rigorous cultural assessment up front might be regarded as courageous, failing to do so could conceivably be considered a breach of fiduciary duty, particularly if a deal turns sour.

Source: Accenture / Mergers & Acquisitions: Irreconcilable Differences)

The procedures of Cultural Due Diligence cannot be “owned” in the way that accountants and lawyers own the statutory preserve of Financial and Legal Due Diligence. There is, however, a strong case for external specialists to conduct this work in close liaison with internal teams, as is the case with conventional due diligence. This ensures rigor of methodology, impartiality, and also adherence to agreed objectives and deadlines. Often, this team, or portions of the team, can transition to the integration process to insure continuity and accountability.

  • Obtaining an impartial view of the organizations being merged in order to maximize the business benefits deriving from the deal
  • Developing an integration plan that insures a rapid and successful merger

Cultural Due Diligence investigates the values, perceptions, procedures and motivators to insure collective effectiveness

It is the task of Cultural Due Diligence, core areas include an objective view of:

  • Profiles of senior management and their actual philosophies and styles
  • The management and employees of an organization
  • Talent
  • Organizational structure
  • Historical and projected headcount
  • Personnel turnover patterns
  • Operational patterns
  • Compensation arrangements
  • Organizational culture
  • Industry culture
  • National/regional culture
  • Leadership style
  • Corporate values
  • Interaction among departments and divisions
  • Brand values
  • Knowledge behavior
  • Market position
  • Position of the client
  • Training
  • Sales process
  • Territory and account management
  • Customer relations
  • Sales performance against market indicators
  • Assessment of product compatibilities.

The following lists a sampling of the most crucial cultural due diligence questions:

Acquisition

  • Why do you want to buy the company? What is the objective?
  • What do you expect to gain?
  • What makes the target company attractive – product, management, operations, financial, sales, subject matter expertise, people, products, strategic value, etc?
  • How did they get where they are?

Values

  • How are values defined and lived in practical terms?
  • What are the official values of the organization to be acquired?
  • What are its unofficial values?

Perceptions

  • How do employees perceive their own company?
  • How do they perceive the other company?

Procedures

  • On what basis are decisions made (top-down, consensus-based, rapid, slow)?
  • Is the organization relationship-focused or deal-focused?

Motivators

  • How are managers motivated and rewarded?
  • How are employees motivated and rewarded?

Uncomfortable questions

  • What is regarded as absolutely unacceptable behavior?
  • What subjects are regarded as taboo?
  • Who is likely to embrace change, and who to obstruct it?

Sales

  • What are the market and industry variables and trends?
  • How are products and services presented to the marketplace: as commodities or value-added?
  • What are the customer service dynamics?

… diversity can benefit the new organization, but only if it is fully harnessed.

Cultural differences can manifest themselves in the way people dress, communicate, use e-mail, and make decisions and more. The irony in all this is that such diversity can benefit the new organization, but only if it is fully harnessed. The most successful companies make concessions and combine the strengths of both companies to develop a new organization. And that must begin in the Cultural Due Diligence process.

Cultural Due Diligence was created to meet the growing need for a comprehensive “user friendly” process for assessing and analyzing organizational culture and also for integrating and transforming cultures successfully.

Summary

This document presents Rahal Consulting’s philosophy and approach toward defining Cultural Due Diligence and, in doing so, heightening its importance and relevance in today’s business world. Additionally, Rahal Consulting seeks to challenge conventional thinking, educate business leaders, and to re-affirm the critical value of conducting Cultural Due Diligence along with tradition financial and legal due diligence.Cultural Due Diligence has yet to reach the top of the agenda in the board room despite the extensive research on the topic, and the volumes of information written about the impact of culture in business. By presenting and offering this text, Rahal Consulting seeks to initiate a dialogue on the subject of Cultural Due Diligence and to present itself as proficient on the topic. The objective is to engage with client companies and to objectively assist them as they work through the process of actual planning and implementation of strategies and tactics insuring merger success.

Rahal Consulting, with its extensive and successful business experience accrued over numerous engagements across multiple industries, is poised to assist mid-tier clients in the Cultural Due Diligence requirements associated with a successful merger or acquisition.

To initiate a more in-depth discussion and for additional information, please contact:

Joseph J. Rahal, Rahal Consulting, www.rahalconsulting.comjrahal@rahalconsulting.com

617 999 7262/402 960 0348

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