Cross-Border Fun and Games

I spent the last week or so on vacation in Rome - a great place for unwinding and gaining perspective. During my trip I stayed clear of e-mail (and certainly blogging), but I did watch enough of Sky News to see reports of the "merger of equals" (i.e., takeover) between Spain's Abertis and Italy's Autostrade. The new company will be the world's largest operator of toll roads and airports. It will also be headquartered in Spain.

Predictably enough, Italy's incoming Prodi government was all over the deal, questioning whether the Iberian-centric company would have the proper focus on creating new infrastructure in Italy. Putting aside the utter speciousness of that argument for a moment, I am struck by the continued resistance, in our age of globalization, to cross-border deals. And it's not just leftist coalition governments in Italy: In the last year here in the U.S., we've seen major deals blown on even flimsier grounds - the recent Dubai ports debacle and the attempted takeout of Unocal by China's Cnooc. In all cases the putative buyers are major global companies, traded on global exchanges, answerable to investors spread around the world, and often managed by teams hailing far from the acquiror's corporate HQ. Why the hyper-focus on the national roots of the corporate buyer? Listen to some folks talk and you'd think these guys are the modern equivalent of Viking raiders, lighting our thatched roofs on fire and brutalizing the people.

Governments obviously have a right - and a duty - to vett foreign purchasers and make sure deals don't compromise national security. I can even be somewhat sympathetic to government objections to deals that explicitly harm domestic competitiveness or cost a large number of jobs. There are certain higher bars that a foreign acquiror should legitimately expect to have to clear. However, it seems that you've also got to spend a lot of time sniffing out the more extreme arguments, play devil's advocate like a flag-waver, and in the end make a sober assessment of whether your deal can make it past the mob.

Gun-Jumping

Sometimes it just doesn't pay to be a tough negotiator - witness Qualcomm's announcement Monday that it is entering into a consent decree with DOJ and paying $1.8M to settle claims of gun jumping in its acquisition of Flarion ("gun jumping" being where the acquiror starts getting a bit too intimate with the seller's business ops before the deal has closed).

While a buyer can't run the acquired business before the deal closes, there's always a healthy negotiation over the amount of control the buyer will exert (via operating covenants written into the acquisition agreement) during the pre-closing period. These covenants are typically designed to ensure that, to the extent possible, the acquired business continues to operate in a straight-and-narrow course until closing. Themes for operating covenants include the permissable amount of new debt, capital expenditue limits, asset sales, etc. - anything that might materially change the nature of what the buyer thought they were buying. However, buyers usually have to stay well clear of anything involving customers and markets, particularly when acquiring a competitor, to avoid the appearance of gun jumping.

Gun jumping is of heightened concern in industries like telecom, where the wait for closing can exceed one year. The long wait obviously increases the operating risk during the pre-closing period, thus ratcheting up the desire to steer the target's course during that period or get a jump on integration. Many M&A lawyers take a very conservative stance on gun jumping, preventing most conversation pre-close on the (not unreasonable) presumption that some business people will jump the gun. Buyers want to get moving; sellers usually want to be compliant - the gun gets jumped.

What's interesting about the Qualcomm news is that the claims don't relate to any over-reaching behavior by Qualcomm executives, but rather the language in the merger agreement itself.

Obviously the size of this fine is not material to Qualcomm or even this deal itself (the $1.8M fine is well less than one-half of one percent of the purchase price). However, I'm sure the threat of this action scuttling or slowing the deal caused many a sleepless night for those involved - and may still, if you are a Qualcomm lawyer.

Cougars and the Law

Non-corp dev related, but I noticed this morning that the Oregon Department of Fish and Wildlife is moving forward with an expanded plan to control the state's cougar population. Whereas to date the department has responded only to specific cougar sightings, they now plan to hunt cougars more generally in an effort to control the expanding population. To greatly increase the efficiency of this effort, they plan to use dogs.

Cougar sightings are on the increase out here in the West, and cougar populations have expanded at a time of rapid human population growth in western states. My hometown of Bend, Oregon - set in cougar territory just east of the Cascade mountains - has been one of the fastest-growing communities in the country for the last 20 years. There's little question that this combination leads to an increase in human/cougar interactions, as well as losses of livestock and domestic pets.

My first reaction to the news that state-funded hunters would be culling the cougar population was: Why not expand the cougar season and let private hunters do it? That's a cornerstone of wildlife management, as seasons, hunting rules, fees and limits are constantly adjusted to account for population fluctuations. As it turns out, the department has already done that, expanding the season to 10 months and reducing the tag fees to nominal levels. The problem? Private hunters in Oregon can't use dogs to hunt cougars, thanks to a state initiative passed some years back.

The result of the initiative's passing was a steep climb in the cougar population as hunting success plummeted due to the lack of ability to use dogs. The state tried to offset this growth by expanding the cougar season and reducing tag prices, but now finds itself turning to dogs to keep the population in check. So, the net outcome of the voters' action wasn't to permanently end the hunting of cougars with dogs; it was simply to shift the cost of hunting cougars with dogs from private hunters to the state and its taxpayers. You've got to love the initiative process.

My Vodafone Disclaimer

Nice attention from The Deal today. I should mention that when it comes to Vodafone I'm not necessarily partial; I spent several months dealing with them very closely when we were auctioning off AT&T Wireless. I came away from that process deeply impressed with Vodafone's operating efficiency. They just seemed to do everything well, even down to how they conducted diligence and negotiated the merger agreement. And you never saw a more starry-eyed group of swooning senior executives than our folks after the presentations Vodafone made to us for reverse diligence. I sometimes think I might have lost some respect for them had they paid as much for AWE as Cingular did! So - besides the lack of compelling business logic, I also have a more gut-level negative reaction to the prospect of Vodafone being taken apart by Verizon-Telefonica-Blackstone trifecta.

That sale, by the way, was quite the drama. Amir Mirza, a banker at Merrill Lynch (and a helluva guy) has always told me I should write a book about the experience. Now that I've got more than one year's distance from Cingular, I think I may do something like that and serialize the story here. Look for postings titled "The Sale of AT&T Wireless".

Vodafone Catching a Bid?

Funny rumor circulating about a potential takeover of Vodafone by Verizon, Telefonica and Blackstone. According to reports, the trio would pay about $168B for Vodafone. Since the press is notorious for not dealing with debt in merger valuation, as an equity valuation this would represent a 20% premium to today's price. Including Vodafone's $22B in long-term debt makes this a $190B deal.

It's an audacious rumor, and the market is having none of it - Vodafone stock has barely moved today. Why should it? This one of the world's biggest companies, and one of the best managed. While Vodafone has run into a rough patch in the last year, this hardly seems like the time for Vodafone shareowners to cut and run.

But what of the putative acquirors? Could it really make sense to break up this global powerhouse, built on the back of dozens of mergers over the last 10 years? I'd guess that it's easy for Blackstone, since as the glue holding this deal together they would get the pieces of Vodafone most easily grown and re-sold. It's harder for Telefonica - while it gets them more solidly into Europe, they seem to have ample room for growth in their LatAm markets without needing an expensive acquisition like this. Telefonica is also still working through the integration of O2, acquired just last year. Still, it's enormously gratifying to the corporate ego to smack a big competitor down, and that factor can't be entirely ignored.

My guess is that this rumor is a trial balloon floated by Verizon's bankers. Within the next year or so, Verizon is going to have to pony up $50B+ for Vodafone's minority interest in Verizon Wireless. There is probably a very credible model floating around Verizon's HQ showing that buying and breaking up Vodafone is a better deal for Verizon than simply paying a ton of cash for outright ownership of Verizon Wireless.

It would be a bold play (to put it mildly), but I'd be surprised to see it happen. Besides the obvious execution risk, there's the fact that, rightly or wrongly, domestic investors don't give U.S. companies adequate credit for foreign operations. This doesn't make much difference for companies with relatively low costs to enter and manage new markets, but it creates a big headwind for teleco companies having to invest billions in licenses and capital to build and maintain networks. While obtaining Verizon's UK assets may be accretive to Verizon compared with buying Vodafone out of the U.S., it would need to do so in a way that accounted for U.S. investors' tendency to treat foreign assets as non-core. Even with Vodafone stock mired in a slump, it's hard to see how this could pencil out to being anything more than marginally better than the alternative of biting down hard and paying Vodafone to walk from Verizon Wireless.

Alcatel-Lucent

While the Alcatel-Lucent tie-up makes a lot of sense on paper, creating an integrated company in high-tech manufacturing is tricky business. Throw in the cross-border and cultural compatibility issues, and this looks to be at least as steep a climb as the HP-Compaq merger. I hope it works out better than that, but both companies are going to have to be very, very focused on executing their integration plan.

I know, that seems obvious - every company going through a merger should be focused on merger integration. However, big companies can't always get out of their own ways, and when the realities of quarterly results, competition and internecine fighting start kicking in, that focus can be lost. Some consolidating mergers can absorb these effects and still succeed - this one can't.

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.

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.

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.

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.

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.

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.

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.

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, YP.com 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, YP.com 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.

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!

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.

DCF Models

Good and snarky post re deal making on a new private equity focused blog, “Going Private.” I like the explanation for modeling discounted cash flow, which I believe is still the gold standard for valuing any operating business. Comps are interesting, but really just as a point of reference or sanity check. I’m fortunate in never having had to construct a DCF model, but I’ve spent enough time pulling apart and tweaking them (or, more accurately, standing over my analyst’s shoulder and saying things like: “What if we assume we lose two-thirds of the customers we acquire when we force them to change rate plans?”) to know how useful they are in analyzing how an acquired business can fit into its new corporate collective. But there are two important rules corporate development types need to keep in mind when developing DCF models:

1. The model must mirror the inputs in your company’s long-term planning model, no matter how ridiculous.
2. Any deviations from rule #1 must be very strongly supported. Rest assured that your CFO will run your model by the planning trolls, and you will be asked to explain all major differences.

Any acquisition will have deviations, particularly in the first couple of years, and they are easy to explain if you are prepared. Just don’t get put in a position where you have to explain why your proposed acquisition is supposed to be generating margins 500 bp higher than the core business 8 years post-integration.

Anyway, I’m sure at some point the anonymous author of Going Private will want to own up – there’s some good (and funny) writing there. I particularly like this brutal assessment of Guy Kawasaki’s blog – ouch!

Get Your MoCo On

Another godawful term has popped up from nowhere to near-ubiquity in the wireless biz - "MoCo", short for "Mobile Content." It's not like the industry needed another acronym or abbreviated name; Newton's Telecom Dictionary is already on its 21st edition, and must weigh over 2 pounds.

Hopefully "MoCo" will die from overuse. I've already seen several references to "MoCo content" - a sure sign that the term's jaunty friendliness is getting ahead of its meaning.

Chaos and Opportunity

I’m not sure what’s got me thinking so much about the employee impacts of M&A lately – maybe it’s all the stories I hear whenever I get together with my former colleagues who are still at Cingular. As I’ve posted before, a merger is a tough thing to go through, particularly if a lot of the work you do is forward-looking. Of course, the flip side is that – as with any corporate situation involving wholesale change – there are often new opportunities amidst the chaos.

While senior people are likeliest to move on to other companies, and junior people may not feel they have access to these opportunities, those in the middle should be looking for every way to use the merger as an avenue to a bigger role. Regardless of level, being proactive is critical. It’s fine to grieve for your old company and the way things were, but don’t give in to the endless grousing that many in the acquired company give in to. Check out the terrain of the new company and start talking to people – positively – about what you can contribute. You’ll quickly find out whether there are golden opportunities or you should run fleeing for the door. Either way, you’re far better off than if you sat back morosely and waited for a pink slip.

Here’s a method I learned quite some ago from an employee of mine: I’d taken over her 10-person group, and she knew I would need to lay off half the group, including her. Instead of sulking or delaying, she came right out with it, acknowledging the reality and offering suggestions for the new staffing plan. She also asked that we pick a date for her to be laid off. Because she did this in our first or second meeting, she was able to get a date nearly four months out – which was probably 3 months more notice than she would have had if she had simply ignored the issue and waited for me to finalize a staffing plan and lay her off. This gave her plenty of time to ramp her job search up and find something new by the time her layoff date arrived. In fact, with luxury of extra time, she was able to find another job in the company, saving me the severance expense!

From almost any manager’s perspective, an employee this proactive is an enormous relief. As a manager, you never know how a termination discussion is going to turn out, or what kind of performance you’re going to get leading up to the termination. Instead, you’ve got an employee offering their professional best in return for some certainty on when they’ll be let go. It doesn’t involve more cost to the company, because you’re not delaying a layoff date – you’re simply providing more notice. It’s a brilliant solution for all involved.

Even if it’s not certain that your position will be eliminated, it’s still a great idea to be proactive with your new managers. If you really want out, it will maximize your chances of getting out on your timetable. If you want to stay, it’s a great way to display your professionalism and interest in staying with the new company. I’ve done this both times my company was acquired – once when I wanted to stay, and once when I wanted to leave – and it worked beautifully both times.

Curling

While working out yesterday, I spent nearly an hour watching women’s curling. It was strangely meditative; I felt like I could have watched for hours. Still, I’m not entirely sure it qualifies as a “sport.” I find it motivating to watch football, baseball or college hoops while running on the treadmill or climbing stairs, but this has got to be the first time I felt like I was working harder than the athletes. No question there’s a lot of skill involved, but the same is true of bocce and pool and you don’t see those at the Olympics.

Still, I’m not the only one to find curling fascinating and hard not to watch – it’s apparently become a huge hit with the Italian fans.