A frequent and costly pitfall in dealmaking is unconsciously giving away an “elegant negotiable” i.e. something you don’t value that could be of high value to the other party. Identifying and leveraging elegant negotiables will dramatically shift the outcome of dealmaking in your favor.
While recently discussing deal points with a client, I suggested using elegant negotiables to our advantage. The term wasn’t familiar to him, even though he may employ it instinctively. I first encountered it 20 years ago in negotiation training that I’d arranged for my work team, and I’m continually surprised that such a useful concept is not more widely known and used.
Suppose you’re engaged in a discussion with a potential partner to distribute your product with their product suite. Growing incremental revenue from a currently inaccessible set of customers is your goal. One issue is branding: should your product be “white labeled” as part of their suite, or should it clearly carry your logo and be represented as your product?
In this specific case, you don’t care as long as the product gets distributed and generates incremental revenue, so you quickly agree to let your product be shipped without your logo. In doing so, you may have given away a significant bargaining chip that could be used to extract something of high value - for free.
Before defining the distribution agreement, you should have discussed the branding issue to understand how important it is to the other party. Discovering the other side’s strong aversion to having your brand in their suite, you could then “reluctantly” trade your branding in exchange for something of high value to you, e.g., a stronger endorsement from them and online access to their CRM to enable your company to track sales in real time.
Uncovering the other side’s interests is a key starting point. My favorite book on negotiation, 3D Negotiation by Lax and Sebenius, contains a complete treatment of the entire negotiation process. While it doesn’t talk specifically about elegant negotiables, it will increase your understanding of all aspects of the process, and in particular, how to develop a clear picture of the interests of all parties..
Identifying and clarifying interests is critical in spotting elegant negotiables. Stop yielding valuable negotiating power!
“…the availability of information about a threat or opportunity has little influence on who wins and who loses. What makes the difference is what a company does with that information.”
— Clayton M. Christensen, Scott D. Anthony, Erik A. Roth in Seeing What’s Next, 2004
Business challenges come dressed as high-impact threats and opportunities, and each demands a response. The strength of your ability to respond is the primary determinant of your next move, whether you opt to: 1. compete (fight), 2.alter direction (flight), or 3. develop an alliance (unite).
The authors of Seeing What’s Next suggest that asymmetries of skills or motivation play a critical role in determining our next moves. “Asymmetries of motivation occur when one firm wants to do something that another firm specifically does not want to do. Asymmetries of skills occur when one firm’s strength is another firm’s weakness.”
In focusing businesses on growth-accelerating strategies, our consistent guidance has been to adopt a three-phase approach: “clarify, comprehend, connect.” Assuming that the CEO has aligned the company around a crisp, clear view of its own skills and weaknesses (i.e. clarify) as a foundation for effective execution, the second step is to evaluate the relative strengths and weaknesses of the competition (i.e. comprehend). When one firm demonstrates strengths in markets in which another firm’s capabilities are weaknesses, and vice versa, a self-fueling partnership (i.e. connect) may be an alternative to fight or flight.
The choices of responding to a significant threat or opportunity are:
Fight (asymmetric analysis highlights your company’s relative strength)
When your company’s processes and offerings are much stronger than competitors, leverage your unique capabilities to increase market share at the expense of competition.
Flight (asymmetric analysis highlights your company’s relative weakness)
When the cost is prohibitive of overcoming a competitor’s strengths that far outweigh your own, refocus on other markets or submarkets where your company can be a dominant player.
Unite (asymmetric analysis identifies complementary strengths and weaknesses)
If it’s clear that combining your resources with those of another company could make both stronger by compensating for weaknesses, the oft-overlooked third option is to create a symbiotic partnership.
The bottom line for any CEO? Develop an eye for asymmetries, then make a rational decision between fight, flight, or unite!
(A more detailed discussion of these alternatives are found in the excerpt ”The Innovator’s Battle Plan” that is drawn from the book.)
In the classic Steve Martin bit from early Saturday Night Live days, he’s a pitch man with a compelling hook: “How to make a MILLION DOLLARS and NEVER PAY TAXES!” After dramatically repeating the offer several times, he pauses to reveal the answer: “First, get a million dollars. Then…”
This post might be called “How to BUILD A VALUABLE COMPANY and SELL IT FOR A FORTUNE!” The first easy step? “Build a valuable company.” Assuming that you’re already doing that and your exit strategy centers on being acquired, four factors will impact success:
- Strategic importance of your product/technology/service
- Intensity of the competitive environment
- Existence and visibility of urgent, unsolved customer problems
- Presence of an insider relationship
Gauging the strategic importance of your offerings to a potential acquirer’s portfolio of capabilities is critical. Imagine all acquisitions resting along a value continuum. On the left end are low value (for the seller!) types of acquisitions like asset sales. Moving toward the right are transactions whose value is based strictly on financial parameters (e.g., discounted cash flow).
At the extreme other end of the continuum are companies whose value is so strategic to the acquirer that revenue and profitability are of little consequence. An example I’ve seen is a small software company with technology that uniquely solved an urgent problem for a multi-billion dollar enterprise. The valuation received was such a high multiple of the acquired company’s revenue that its financials were almost irrelevant to its value.
A common mistake in identifying potential acquirers is casting too narrow a net. Try listing 20 potential acquirers. Listing the first half dozen will be easy, but most of those are likely more financially-driven than strategic. Building out the list of 20 can lead to a discovery of previously unrealized strategic value in adjacent spaces.
A company in a highly competitive environment is motivated to move quickly to close gaps in its offerings. The trick is connecting during the time when the potential acquirer begins to realize it has to act. Wait too long to engage, and they will solve their competitive challenges through internal efforts, or by partnering with or acquiring another company. Getting on their radar at the right time is critical.
Urgent Customer Problems
An acquirer with a strategic competitive need is caught in a situation characterized by two attributes:
- A high-impact opportunity or threat exists.
- The company has a weak ability to respond.
Nothing will drive the acquirer forward faster than demands from customers having problems solvable by the incorporation of your company’s products, technology, or services. An effective way to validate value to the potential acquirer is to engage them in a proof of concept to solve a real problem.
The presence of an insider relationship is often the single most important success factor in getting and staying on the acquirer’s radar. Developing an internal champion who is already convinced that the companies should be working together for mutual competitive reasons optimizes the odds of success.
If you have an insider relationship with a target acquirer, use it; if you don’t, get one. Having already built a strong industry network will pay huge dividends at this point.
When to Prepare
Early in the life of a company, management has to focus on building a strong business. Deep analysis in preparation for an exit can be a distraction at this point.
Waiting too long to apply exit strategy thinking, however, is also a mistake. Once the business starts to prove itself, begin investing for the future by creating a valuation framework for your company. Build and maintain a list of 20 potential acquirers. Understand what clusters of acquirers need in order to grow. Fill gaps in your offerings to fill those needs and increase your value to potential acquirers.
Start building your exit strategy 12 to 24 months in advance of searching for an acquirer. By the time you decide to enlist an investment banker’s help, you’ll understand the universe of potential acquirers, you’ll have moved into a strong position that maximizes your valuation, and you’ll arm your investment banker with maximum ammunition and motivation.
Competing too hard will kill your business. If you see competition everywhere, you may be strangling your company’s growth.
Working with CEOs and management teams to create growth strategies, I watch for existing practices and attitudes that may hinder growth. It’s challenging enough to launch a new venture or a restart a faltering business without creating internal obstacles that weigh it down. An unrealistic view of competition can severely limit or slow the company’s rate of growth.
A famous CEO mentor was fond of telling me, “If you don’t have a competitor, you don’t have a business.” Competition is a great motivator. If you have a company in a market with no competitors, either the market you’re pursuing isn’t really viable, or you lack the constant competitive motivation needed to keep you at the top of your game, or both.
The diagram above illustrates how your perception of competition can affect your company’s rate of growth. Perceiving no competitors suggests that you haven’t yet identified a winnable market worth pursuing. In this situation, a company constantly chases one-off deals, is too inwardly focused, and may be in too weak a position to accelerate revenue by leveraging external assets through partnering.
The converse obstacle, defining competition too broadly and seeing it everywhere, leads to a lack of focus and an obsession with growing market share one percentage point at a time. A “quarter-inch deep, mile wide” market approach precludes finding a repeatable sales model that leads to higher margins and greater working capital. A better path is to pick one or two close competitors to focus all your competitive energy on.
The bottom line is that an unrealistic view of your company, its capabilities, and its relative strengths and weaknesses vis-a-vis other companies will impede growth. The reality deficit can come from many places, but it falls to the CEO to recognize and remove this obstacle whenever it exists, especially when the CEO is the source. Carefully consider whether you are encouraging your team to view the company through rose-colored glasses (no competition) or constantly raising the specter of competitive doom to motivate them (competition everywhere).
How then do top-performing management teams compete effectively?
- They realize that focusing on competing against too many others weakens their company by draining its resources, so they choose instead one or two closest competitors and focus on winning against them.
- They prioritize “growing the pie” over increasing the size of their slice.
- They stay outwardly focused to learn what the market is telling them about customer demand.
- “Know thyself.” They understand their company’s strengths and weaknesses so well that, when a high-impact threat or opportunity arises that can’t be addressed organically, they create self-fueling partnerships that enable them to respond quickly.
The first (annual) Energy Thought Summit (ETS) concluded its initial run last night. Hosted by Compass Management Group (full disclosure: I’m a team member), the two-day first-of-its-kind event brought together many of the world’s top thought leaders on the state and future of the energy industry.
Instead of “death by PowerPoint” ETS featured numerous panel discussions on diverse topics and issues impacting a rapidly changing 150-year-old industry:
- smart grid,
- electric vehicles,
- big data,
- disruptive technologies,
- and a shortage of experienced workers.
Panel members and speakers featured luminaries in the field, and I am fortunate to know or have met many of them. One keynote session featured Steve Wozniak, co-founder of Apple and now with Fusion-io, who proved to be quite down-to-earth and personable. The other was delivered by Jon Wellinghof, former chairman of FERC, who likely knows more about the industry than the rest of us will ever discover.
It was a treat to meet and make new friends of outstanding leaders at organizations such as GE Energy Management, NIST, Sprint, and esri, as well as smaller groups. Meeting and listening to the thoughts of Dr. Massoud Amin, Chairman of IEEE Smart Grid and a professor at the University of Minnesota, was a very special treat.
Erfan Ibrahim is a widely recognized expert on smart grids, as well as a fellow member of Compass Management Group. His Smart Grid webinar series has a huge following. Hanging out with Erfan for two days was priceless. For example, listening to his discussion with John Scott of NASA on plasma physics was a treat for one who was a would-be rocket scientist at age 12.
Thanks to my charismatic friend and pioneering Smart Grid thought leader, Andres Carvallo, for conceiving and hosting the event. His leadership and broad impact was evident at an event attended by 800 of his closest friends.
And finally, kudos to the team at market research firm Zpryme. They did an amazing job of pulling an excellent event together on very short notice. I don’t know who had the idea to feature live local Austin musicians between sessions, but it was an inspired move that gave a unique flavor to this “not-just-another” conference.
Looking forward to ETS 2015!
Although I’m not a professional futurist, it’s hard not to notice commonalities found within hundreds of conversations with diverse teams and individuals who are busy defining new businesses. Five interrelated trends seem to be rapidly changing the face of business by disrupting existing models:
Deepening Technology Dependence - Such an obvious observation certainly won’t garner me any futurist credentials. This reliance first began decades ago with large enterprises, but now even the smallest incorporate multiple forms of technology to increase their efficiency and effectiveness. As technology consumption increases among small companies, their influence on the evolution of new technologies will continue to increase.
Ubiquity and Mobility Enabling Distributed Operations - This second trend may be having the most profound impact. If you’re seeking an opportunity to form a new business, simply examine businesses that remain highly centralized and ask, “What if we broke this into parts that communicated with each other and were accessible by mobile devices?” You’ll find that opportunities abound in industries as diverse as utilities, healthcare, and manufacturing.
Loosely Coupled Systems - The decades-long conflict over the efficiency of deeply integrated systems versus the flexibility of modular systems is over, and the winner is… both. Distribution of function across reusable modules delivers economies of reuse. Loosely coupled systems employ web-based connection mechanisms that allow rapid communication while avoiding dependencies that often slow development.
Discovering Trusted Vendors - Large enterprises have maintained their dominance for decades because of their reach across diverse geographies and economic domains. Better solutions from smaller companies have eventually been acquired by companies could successfully sell into the huge bases of customers who’d grown to trust them. Finding a trusted vendor now has evolved into searching the world for products and services that match our requirements, and trust can be built based on massive and readily available customer ratings.
Increasing Irrelevance of Centralized IT - While a highly respected friend’s belief that IT groups will disappear may be overstated, The centralized IT group’s impact on business priorities will continue to diminish. Technology has become so central to distributed business units that they risk falling behind competitors if they wait for or look for direction from IT. The issue is too central to their success to delegate it.
These trends and their effects are intertwined, reinforcing, and multiplicative. Awareness of them provides a context for both evaluating new business initiatives and estimating the life expectancy of existing enterprises.
CEOs rarely (never?) google to find a consultant with ideas to accelerate their business. To help a CEO with strategy, you first have to get on his/her radar, then bring credibility to the initial conversation. The relationship always begins when a CEO tells a mutual friend about a particular business challenge, then that friend introduces 20/20 Outlook as a reliable and trusted source of breakout strategies.
Earlier this month, 20/20 Outlook LLC celebrated its fourth anniversary. While it’s hard to believe it’s been four years, it’s easy to understand enables success. In a business that relies 100% on referrals to gain new business, having wonderful friends and associates means everything. Thank you!
NOTE: In December I started sending the Accelerated Vision CEO Digest once a month to about 400 CEOs and a few other friends. It shares valuable articles of interest to CEOs in a rapidly consumable format, along with an inspirational saying or two. If you’re a CEO (or a wannabe) who’d like to be included, send a note to firstname.lastname@example.org.
If you liked Part 1 of our guest post on The American CEO (“2014 Issues for a 2016 Exit”), you don’t want to miss the exciting climax in Part 2. Feel free to post comments – The American CEO does respond!
Joel Trammell requested a guest post for his American CEO blog, and it’s called 2014 Issues for a 2016 Exit. You’ll find many other great thoughts for CEOs there, and since it’s a two-part article, subscribe there and/or here to make sure you get the second half next week.
Think your non-tech company won’t be impacted by this trend? Has your market been around awhile? Are things likely to continue pretty much as they have? Think again. A recent article in TechCrunch suggests that the market has reached a tipping point that could affect you. Many non-tech companies acknowledge that success increasingly depends upon how well they leverage technology, and they’re making bold moves to acquire software and other technology companies to strengthen their competitiveness. If you’re in high tech, you should check it out; if you’re in another industry, it’s imperative to learn more.
CEOs are increasingly aware that the technology-based operations of their company are critical to gaining market share and growing revenue. Large companies shop for technology that will make them more competitive. Business combinations that would have seemed baffling in the past are becoming commonplace, for example:
- a chemical and agricultural company bought a weather technology company;
- an auto company bought a music app company;
- an insurance company bought a health data analytics company.
As technology becomes increasingly accessible, astute organizations are leveraging this trend with several key business objectives:
- Erase the hard line between online and brick-and-mortar commerce;
- Deepen interactions with customers;
- Gather and incorporate more data intelligence on their business;
- Add critical technical talent.
If you lead a non-Fortune company, following their lead in making startup acquisitions may be imprudent or impossible. However, frequent conversations with astute CEOs suggests taking three straightforward steps:
- Get an outside audit of current software systems to learn how dependent upon technology your company is and whether it’s time to modernize in order to compete more effectively.
- Talk to thought leaders in your network about how the intersection of business objectives and spending on technology work in your market.
- Recognize that, as each operating division begins to understand how critical technology is to their business, information technology (IT) departments are decentralizing (believe it or not, there was a time when mature companies had a mail and logistics department with an actual mailroom.)
Computing has changed the way every type of business happens. Savvy CEOs understand the value of technology to their businesses and are exploiting it in every functional area.