Friday, March 31, 2006

The "Managerial Administration"

The Bush administration has often prided itself on its "managerial" nature, and I tend to agree - it has shown many of the aspects of a (poorly run) business.

Latest case in point - the appointment of Josh Bolten as Chief of Staff. As I've harped on before, one problem with corporate decision-making is a tendency by staffers to say "yes" to senior management (and a corresponding desire by senior managers to want to hear it). A related problem is a lack of diversity of viewpoints: Even if open discussion is encouraged, too much insularity precludes new ideas from getting in. The Bush administration appears to have both problems, and responding to recent crises by appointing yet another insider shows yet again the inability of this poorly-managed enterprise to right itself.

Of course, in the corporate world we would expect a business run like this to quickly fail - here we have to wait for the next election.

Thursday, March 30, 2006

Merger Success

Booz Allen is now saying that the merger failure rate is lower than the two-thirds number trumpeted by Booz (and others) in years past. One of things they point to is the increase in consolidating deals, which - at least in theory - should be likelier to succeed than deals involving new lines of business.

These conclusions are anecdotal, although we may see some data to back it up in the next year or so. Still, seems like a lot of the consolidating deals I've seen (and the one I lived through) in the last couple of years have been at very full prices.

If by "failure" you mean selling the acquired company for a fraction of the purchase price several years later, I agree that you won't see much of that from consolidating acquirors. However, if you define "failure" as a merger failing to meet the IRR assumptions that led to its approval, the high prices paid of late lead me to believe the numbers really haven't changed much.

Wednesday, March 29, 2006

Dealmaking Balance

Interesting comment on dealmaking, sadly posted anonymously, which I'll quote in part:

Good deal making requires balance. In my opinion, the biggest hurdle to getting deals done is either a tendency to be overly conservative or too much machismo.

Point 1) . . . far too often apathy and professional butt covering lead to missed opportunities.

Pont 2) . . . we should always strive to make the appropriate opening move . . . making the opening move is often the most difficult part of doing deals but being a tough SOB is not the same thing as being a good deal maker.

Amen, brother! I'm probably on the aggressive side when it comes to dealmaking - when I see value, I want to get something done, and fast. Few things are as frustrating as dealing with counterparties who are bogged down by bureaucracy or fear. But - inside your organization, deal advocacy has to be positioned correctly. It's great to be the guy who focuses on shareholder value and zealously pursues deals that enhance such value, while being up front about the risks and challenges. It's not so good to be the "deal cheerleader" on every potential deal that comes in the door, and gloss over or omit the messy bits.

As for opening moves, no question they serve you well as long as they are reasonable. I always like making the opening offer. Although it involves more uncertainty, over time I believe making the opening offer yields better results by setting the stage for the deal and allowing me to push the timing and process for getting the deal done. However, in my experience playing the tough guy and making an outrageous opening proposal is worse than not making a proposal at all. At best, the other party will treat you as if you didn't even make a proposal. At worst, you'll really need to do the deal, and you'll have to waffle your way to a reasonable position, your credibility shot to hell. There's just no percentage in doing that.

Monday, March 27, 2006

Merger Woes

Nothing relevatory here, but nice high-level list of some of the mistakes that can keep an acquiror from realizing value from an acquisition.

And speaking of value not realized, I had to chuckle at the news that Skype is now being sued over the IP acquired by Ebay in picking up Skype. I figured that Skype was primarily a marketing/sub acquisition play by Ebay, but some tried to convince me that the deal was primarily about Skype's technology. Let's hope not.

The lawsuit may be a whole lot of nothing, and the fact that the causes of action are styled as RICO claims makes me think there's more hyperbole than merit to them. But with questions over the transferability of the technology and the Skype founders' former business dealings, I'd say the Ebay/Skype deal isn't shaping up to be a nominee for the M&A hall of fame.

Friday, March 24, 2006

Playing Devil's Advocate

Equity Private notes that in her firm, two team members are assigned to each potential deal as "pro" and "risk" advocates - an excellent example of a formalized way of maximizing input on a decision.

Most corporations do this in a similar, if less formal way, with the CFO playing the role of the "risk" advocate. As I've stressed in earlier posts, corp dev types can't afford to let this happen - you need to internalize both the "pro" and the "risk" mindsets (even if it means taking on a formal process). If you only present the good news, and your CFO has to continuously be the one to ferret out the risks, your credibility will be gone in a hurry.

In private equity, there's more allowance given for aggressively pushing a deal. After all, putting the investor's money to work via acquisitions is the name of the game, and the only real question is whether your deal is as pretty as the other deals.

In a corporation, senior management will be suspicious of deals being pushed too aggressively, especially if there's any whiff that important issues are being glossed over in the rush for approval. Senior leaders certainly care about the IRR of your deal relative to other potential investments, and, like in private equity, they also care about the risk that this IRR won't be realized. However, they will also care about integration and organic growth, subjects not typically of concern to a private equity investment committee (except in cases where the target is to be integrated into another portfolio company). As a consequence, you may have a lovely deal that sparkles in all the right ways, but if you haven't objectively addressed the integration risks and the build/buy analysis up front, you may well see it leave the investment committee in tatters.

Tuesday, March 21, 2006

Trying "No" for an Answer

One theme of my last post is a problem endemic to many large corporations – the tendency of employees to fear offering different points of view, and the negative impact this has on decision-making. This subject, covered in a chapter in James Surowiecki’s excellent book, The Wisdom of Crowds, now has a full book devoted to it – Michael Roberto’s Why Great Leaders Don't Take Yes for an Answer: Managing for Conflict and Consensus (see my new "Recommended Reading" sidebar for thumbnail cover photos and links).

Let’s face it – the very existence of hierarchy stifles dissenting voices. Absent any other factors, most employees will – at a minimum – be cautious in expressing differing opinions, new ideas and bad news to the person with control over their paycheck. Add a little managerial ego and that caution will turn into reticence to do anything but nod along with the powers that be.

What about senior managers? Aren't hard-charging, Type-A folks above such caution? Not in my experience. I've worked in companies that welcome debate and conflicting views (including Clearwire) and several very large companies that did not. In the conflict-adverse companies, the greater willingness of senior folks to speak their mind was usually offset by the greater ego and unwillingness to hear dissent possessed by their C-level bosses.

There’s no question that properly-channeled conflict and debate will yield the best decisions, but most organizations have a hard time encouraging this kind of healthy debate. Instead, conflict is often repressed until it explodes into personal attacks, happens too late to change a decision, is conducted passive-aggressively, or all of the above. Leaders in an organization need to be hyper-aware of the things they do to stifle input, and come up with ways to encourage openness and not “punish” those who contribute different or unpopular opinions.

Note that this does not mean giving slack to whiners – not all input is equally valuable, and habitual naysayers are no better than yes-men. Most importantly, the whole team has to get behind the decision once it is made. Giving employees license to be candid should never be confused with giving them license to contribute less than their all once the course is set.

So what can leaders do to encourage openness? Roberto suggests actively seeking dissent by soliciting it directly, having staff role-play adversaries, or even appointing someone as devil’s advocate on a proposal. While the success of such formal steps will depend on the situation, every manager should be looking for opportunities to overcome the inherent bias amongst their employees toward clamming up.

Monday, March 13, 2006

Managing By Fear

The Financial Times ran a column (subscription req’d) by Lucy Kellaway this morning extolling the virtues of “scariness” in managers. Some of the advice for managers who don’t think they’re scary enough, or feel conditioned by years of coddling their employees? Invade personal space. Shout. Make up a position and stick to it.

Kellaway is of course being satirical in her so-dry, is-this-really-her-opinion? kind of way. But as readers of Martin Lukes know, Kellaway is dead-on in skewering the nascent idiocies of corporate life, and one trend that seems to be percolating is the “death of mentoring” and the benefits of leading through fear. There have always been managers like this, and in some settings they may even be effective. The problem is that so few managers are able to straddle the line between demanding peak performance and maintaining high levels of employee loyalty and creativity. Too much fear, and your employees will certainly be motivated, but they won’t bring their best work or critical ideas. The consequences of being shot down aren’t worth taking the risk. Anyone who has spent any time at all working with top level management in a large corporation will have witnessed the dynamic of senior level bullying shortening – or eliminating – healthy debate.

Conversely, the kind-hearted, mentoring manager will engender great loyalty among his or her people. Unfortunately, without a bit of scariness – or at least a sense of accountability and high expectations – even highly-motivated employees may not do their best. The organization will be a haven for slackers, and resentment will set in among the high performers.

Despite these drawbacks to the "soft" style of managing, I hope Kellaway hasn't spotted a truly emerging trend in dispensing with understanding and involvement in the workplace. The best managers are able to maintain high expectations by staying on top of the business and the work being done, but also engender employee loyalty by welcoming ideas and providing feedback and recognition. I don’t think it’s an easy balance to achieve, but those who make it work get phenomenal results.

Thursday, March 09, 2006

AT&T - BellSouth MAC

Although unlikely to ever be at the center of a J&J-Guidant-like merger termination drama, I figured the MAC clause in the AT&T-BellSouth merger might be interesting. Here it is, courtesy of the filing at Edgar:

(ii) the term "Company Material Adverse Effect" means
(x) an effect that would prevent or materially delay or impair the ability of the Company to consummate the Merger or (y) a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, including its interest in Cingular, and their respective Subsidiaries, taken as a whole, excluding any such effect resulting from or arising in connection with changes or conditions (A) generally affecting (I) the United States economy or financial or securities markets, (II) political conditions in the United States or (III) the United States telecommunications industry or any generally recognized business segment of such industry, (B) generally affecting the telecommunications industry (or any generally recognized business segment of such industry) in the Company Region, taken as a whole, (C) resulting from any hurricane, earthquake, or other natural disasters in the Company Region, (D) resulting from the execution, announcement or performance of this Agreement, or (E) resulting from or arising in connection with the financial condition, properties, assets, liabilities, business or results of operations of Cingular, or any of their respective Subsidiaries; and (iii) the "Company Region" means the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

This is pretty straightforward (the AT&T MAC clause mirrors this, only with different regions), and obviously doesn't provide a lot of room to exercise. The interesting part is that problems at Cingular - which is at the center of this deal - can't be the cause of a MAC, no matter how bad such problems might be. Furthermore, problems at the non-Cingular parts of BLS have to be measured against the entire BLS entity in determining if a MAC has occurred. Since Cingular represents something like 60-70% of overall BLS revenue (and growing), problems in the BLS business would have to be awfully dire to constitute a MAC.

Knowing the lawyers involved, I'm quite sure a lot of time and energy went into negotiating this clause, but it's something BLS absolutely had to have (and it's only fair they got it, since AT&T owns 60% of Cingular and effectively runs it already). Closing risk isn't always a major factor in mergers, particularly in small deals with no real regulatory conditions. Here, where closing will take 12-15 months and countless hours spent dealing with the DOJ and FCC, BLS needed to mitigate as much closing risk as possible. Looks like they did so in the MAC at least.

Monday, March 06, 2006

AT&T - BellSouth

So SBC - newly re-named AT&T - has bought BellSouth for $84B. While certainly not a shocker, I am a little surprised at how fast it happened, given that SBC is still in the re-branding campaign it launched after closing the acquisition of AT&T last fall. Wayne Watts, SBC's primary M&A guy, has now done something like $150B in transactions in the last two years - way to go, Wayne!

While there will be lots of handwringing by consumer advocates in the months ahead over this deal, there's no question it will meet with regulatory approval. AT&T and BLS don't have a lot of overlapping markets, and in the primary growth engine - Cingular - there is obviously no overlap. Plus, those guys in San Antonio are hardly neophytes or shrinking violets in getting deals like this through the sausage-making approval process at Justice and the FCC.

Most amusing to me is that the Cingular name will be gone, reborn as AT&T Wireless (this news comes less than 15 months after Cingular finished rebranding all of the AT&T Wireless stores). And here I thought that entry on my resume was going to fade into oblivion!

Wednesday, March 01, 2006

Rights of First Refusal - Bad for the Holder?

Intriguing article from Harvard Business School regarding rights of first refusal (or ROFRs as we corporate tools call them). For those who don't typically deal with ROFRs, they feature prominently in leases, joint ventures, distribution deals, etc. The central thesis of the article is that ROFRs can run to the detriment of the holder.

Huh? Aren't you always better off having a ROFR than not having one? Well, yeah, you are, except that not all ROFRs are created equally. A typical ROFR allows the holder to always move last. I don't think there's any debate that such a right is good to have. The authors, however, focus on what they call "Before and After" ROFRs, which allow the asset holder to set a price ceiling beyond which the asset can be transferred without being subject to the ROFR. While an arrangement like this is clearly inferior to a straightforward ROFR, it's not inherently bad - it won't always work against the holder, and at worst the holder is in the same place they'd be if they didn't have the ROFR.

The bigger point, however, is that you've got to sweat the details in your deals. You can't glaze over when you see the title header for "Right of First Refusal" (or Termination, or Indemnity, or Dispute Resolution, etc . . .). You've got to think through how these provisions will work mechanically if ever exercised, and make sure you're happy with the process. These details are often left to the lawyers; that can be a costly mistake.