Deals are not done until they are done
We were excited to close the sale of our Consumer Insights business last week to Edison, as I blogged about last week on the Return Path blog. But it brought back to mind the great Yogi Berra quote that “it ain’t over ’til it’s over.”
We’ve done lots of deals over our 18 year existence. Something like 12 or 13 acquisitions and 5 spin-offs or divestitures. And a very large number of equity and debt financings.
We’ve also had four deals that didn’t get done. One was an acquisition we were going to make that we pulled away from during due diligence because we found some things in due diligence that proved our acquisition thesis incorrect. We pulled the plug on that one relatively early. I’m sure it was painful for the target company, but the timing was mid-process, and that is what due diligence is for. One was a financing that we had pretty much ready to go right around the time the markets melted down in late 2008.
But the other two were deals that fell apart when they were literally at the goal line – all legal work done, Boards either approved or lined up to approve, press releases written. One was an acquisition we were planning to make, and the other was a divestiture. Both were horrible experiences. No one likes being left at the altar. The feeling in the moment is terrible, but the clean-up afterwards is tough, too. As one of my board members said at the time of one of these two incidents – “what do you do with all the guests and the food?”
What I learned from these two experiences, and they were very different from each other and also a while back now, is a few things:
- If you’re pulling out of a deal, give the bad news as early as possible, but absolutely give the news. We actually had one of the “fall apart at the goal line” deals where the other party literally didn’t show up for the closing and never returned a phone call after that. Amateur hour at its worst
- When you’re giving the bad news, do it as directly as possible – and offer as much constructive feedback as possible. Life is long, and there’s no reason to completely burn a relationship if you don’t have to
- Use the due diligence and documentation period to regularly pull up and ask if things are still on track. It’s easy in the heat and rapid pace of a deal to lose sight of the original thesis, economic justification, or some internal commitments. The time to remember those is not at the finish line
- Sellers should consider asking for a breakup fee in some situations. This is tough and of course cuts both ways – I wouldn’t want to agree to one as a buyer. But if you get into a process that’s likely to cause damage to your company if it doesn’t go through by virtue of the process itself, it’s a reasonable ask
But mostly, my general rule now is to be skeptical right up until the very last minute.
Because deals are not done until they are done.
Book Short: New Advice from an Old Friend
In 2005, I wrote a post called Unfolding the Map in which I looked at these two seemingly opposing philosophies from successful entrepreneurs:
- If you don’t have a map, you can’t get lost
- If you don’t have a map, you can’t get where you’re going
and tried to combine them when thinking about product roadmapping. The same contradiction and combination could be applied to anything, including coaching and development.
That’s why I was excited to read my friend Matt Spielman’s new book, Inflection Points: How to Work and Live with Purpose. Matt worked at Return Path twice over the years — first as employee #3 (more on that in a minute) and then over a decade later as CMO. We live near each other and know each other’s families. I’ve been lucky enough to see his career unfold and develop into what it is today, a flourishing coaching business called Inflection Point Partners that helps clients tremendously…and that also feeds Matt’s soul.
When I first met Matt and he joined me and Jack to launch Return Path in 1999, he was fresh out of business school and focused on sales and marketing from his prior career in investment banking. Our idea was that he would do the same for us as we got our product in market. But as I started focusing more on what kind of company we wanted to build and how to get there, Matt became my leading thought partner on those topics. When we got to about 25 people, he and I created a new role for him — head of Human Capital and Organization Development. While a bit clunky, that title meant that Matt was the principal person helping me create at small scale what we later branded our People First philosophy. That philosophy and the practices we developed out of it led to 20 years of a strong track record of investing in people and helping over 1,300 colleagues grow their careers by being simple, actionable, and broad-based in the way we handled feedback and development planning. This started back in 2000.
Matt’s book puts the ethos that I saw percolating over 20 years ago into a tight framework around his coaching methodology of the GPS (Game Plan System). The book is short and sweet and walks through both the philosophy and the framework in accessible terms. And while it’s true that you have to be open to new ideas, open to serendipity, and go with flow sometimes…it’s also true that if you have specific goals in mind, you are unlikely to achieve them without a focused effort.
I’ve written a lot about coaching lately between The Impact of a Good Coach and another recent post about a strong coaching framework about intentionality in Russell Benaroya’s book. In that second post, I noted that “While I have become less and less of a life planner as I’ve gotten older under the headline of ‘man plans, God laughs,’ I am a huge believer in being intentional about everything. And that pretty much sums up Matt’s book: If you don’t have a map, you can’t get where you’re going.
Book Short: Presentation Zen
Book Short:Â Presentation Zen
A few years ago, I blogged about Cliff Atkinson’s book Beyond Bullets. I don’t know whether it’s a better book, or whether the timing of reading it just made a deeper impression on me, but I just read and LOVED Presentation Zen, by Garr Reynolds.
The concept is similar — a bad Powerpoint presentation kills your message as much as that horrendous high school physics teacher turned you off from the natural sciences. Reynolds’s examples are rich, and there are tons of “before and after” slides in the book for the visual learners among us. In addition, he articulates very clearly what I’ve always thought, since my consulting days, made for an excellent presentation: offline storyboarding.
I’d recommend the book to anyone who does a lot of Powerpoint. Relevant Return Pathers, don’t worry, your copies will come soon along with a new training course I’m developing using some of the concepts within.
Book Short: Allegory of Allegories
Book Short:Â Allegory of Allegories
Squirrel, Inc., by Stephen Denning, is a good quick read for leaders who want a refreshing look at effective ways to motivate and communicate to their teams. The book focuses on storytelling as a method of communication, and Denning employs the storytelling method fairly successfully as a framework for the book.
The specific kinds of messages he focuses on, where he says storytelling can have the biggest impact, are: communicating a complex idea and sparking action; communicating identity – who YOU as leader are; transmitting values; getting a group or team to work together more effectively; neutralizing gossip or taming the grapevine; knowledge-sharing; and painting a vision of the future that a team can hang onto.  The book even has a nice summary “how to” table at the end of it.
Thanks to email guru David Baker at Agency.com for giving me the book.
Collecting Feedback from Your Board
A friend of mine just emailed me and asked how I collect feedback from the Board after Board meetings. I have a good routine for this which I wrote about a little bit here but have since expanded.
First, we are disciplined about leaving an hour at the end of the board meeting for the following three things :
- Executive session – directors only, including me – sometimes I’ll have my CFO Jack come for a few minutes at the beginning, depending on the topics. The topics can be about people on the team, or things I’m concerned about that I didn’t want to talk about with observers and team present. I tee up any topics in a separate memo that I send only to board members when I send the main board book out. My board meetings are very inclusive – lots of team members and observers present, so it’s good to have this time available case the Board wants to talk more openly with me about something or ask questions they didn’t feel like asking with the broader group in the room.
- Closed session – I leave, so I give non-management directors an opportunity to talk about any issues related to me.
- CEO Debrief – I ask one director to take notes for me during Closed Session, then that person calls me back in to debrief anything.
All three of these are important, and it’s important to do them every meeting, even if you don’t have any specific issues to discuss. That way, no one freaks out (including you) if suddenly and unexpectedly, there’s a part of the meeting to which they’re not invited.
The key to this is really leaving time for it. Now that board meetings are often on Zoom, a lot of CEOs have shrunk the time to 2-3 hours to avoid Zoom fatigue, but that doesn’t usually leave a full hour for this end-of-meeting routine. Finish your main meeting, give everyone 10 minutes to breathe, then come back for the final three steps of the meeting.
Then, I use this form after every meeting, which was a suggestion from Fred a few years back (not here or here, though these are also really good posts he wrote on this topic). I sent it during Executive Session and ask people to fill it out immediately after the meeting while things are fresh in their minds.
Quick, easy, effective. You should never finish a Board meeting and have no idea how it went.
Book Short: It Sounds Like it Should be About Monkeys, Doesn’t It?
Book Short:Â It Sounds Like it Should be About Monkeys, Doesn’t It?
The Long Tail, by Chris Anderson, is a must-read for anyone in the Internet publishing or marketing business. There’s been so much written about it in the blogosphere already that I feel a little lame and “me too” for adding my $0.02, but I finally had a chance to get to it last week, and it was fantastic.
The premise is that the collapsing production, distribution, and marketing costs of the Internet for certain types of products — mostly media at this point — have extended the traditional curve of available products and purchased products almost indefinitely so that it has, in statistical terms, a really long tail.
So, for example, where Wal-Mart might only be able to carry (I’m making these numbers up, don’t have the book in front of me) 1,000 different CDs at any given moment in time on the shelf, iTunes or Rhapsody can carry 1,000,000 different CDs online. And even though the numbers of units purchased are still greatest for the most popular items (the hits, the ones Wal-Mart stocks on shelf), the number of units purchased way down “in the tail of the curve,” say at the 750,000th most popular unit, are still meaningful — and when you add up all of the units purchased beyond the top 1,000 that Wal-Mart can carry, the revenue growth and diversity of consumer choice become *really* meaningful.
The book is chock full o’ interesting examples and stats and is reasonably short and easy to read, as Anderson is a journalist and writes in a very accessible style. You may or may not think it’s revolutionary based on how deep you are in Internet media, but it will at a minimum help you crystallize your thinking about it.
Book Short: A SPIN Selling Companion
Book Short:Â A SPIN Selling Companion
At Return Path, we’re big believers in the SPIN Selling methodology popularized by Neil Rackham. It just makes sense. Spend more time listening than talking on a sales call, uncover your prospect’s true needs and get him or her to articulate the need for YOUR product. Though it doesn’t reference SPIN Selling, Why People Don’t Buy Things, by Kim Wallace and Harry Washburn is a nice companion read.
Rooted in psychology and cognitive science, Why People Don’t Buy Things presents a very practical sales methodology called Buying Path Selling. Understand how your prospect is making his or her buying decision and what kind of buyer he or she is, be more successful at uncovering needs and winning the business.
The book has two equally interesting themes, rich with examples, but the one I found to be easiest to remember was to vary your language (both body and verbal) with the buyer type. And the book illustrates three archetypes:Â The Commander, The Thinker, and The Visualizer. There are some incredibly insightful and powerful ways to recognize the buyer type you’re dealing with in the book.
But most of the cues the authors rely on are physical, and lots of sales are done via telephone. So I emailed the author to ask for his perspective on this wrinkle. Kim wrote back the following (abridged):
Over the phone it is fairly easy to determine a prospect’s modality. I’ve developed a fun, conversational question which can be asked up front, “As you recall some of your most meaningful experiences at XYZ, what words, thoughts, feelings or visuals come to mind? Anything else?”If you’re interested in letting your blog readers test their modalities, the link below will activate a quick 10 question quiz from our website that generates ones modality scores along how they compare with others. (It’s like Myers-Briggs applied to decision making.) http://www.wallacewashburn.com/quiz.shtml
In any case, if you are a sales, marketing, or client services professional (or even if you just play one on TV), Why People Don’t Buy Things is a quick, insightful read. Thanks for the quick response, Kim!
Book Short: Why Wait?
A Sense of Urgency, by John Kotter, is a solid book – not his best, but worth a read and happily short, as most business books should be.  I originally was going to hold off on writing this post until I had more time, but the subject matter alone made me think that was a mistake and that I should write it while it’s fresh in my mind.  <g>
The three tools to fight complacency are the organizing framework for the book — bring the outside in, behave with urgency every day, and turn crises into opportunities — are all good thoughts, and good reminders of basic management principles.  But there were a couple other themes worth calling out even more.
First up, the notion that there is a vicious cycle at play in that urgency begets success which creates complacency which then requires but does not beget urgency. Â The theme is really that success can drive arrogance, stability, and scale that requires inward focus — not that success itself is bad, just that it requires an extra level of vigilance to make sure it doesn’t lead to complacency. Â I’ve seen this cycle at different times over the years in lots of organizations, and it’s one of the reasons that if you look at the original companies on the Dow Jones Industrials index when it was expanded from 12 to 30 around 100 years ago, only one of them (GE) still exists.
Second, that busy-ness can masquerade as urgency but actually undermines urgency. Â A full calendar doesn’t mean you’re behaving with urgency. Â Kotter’s example of an Indian manager is great:
If you watch the Indian manager’s behavior carefully and contrast it with the hospital executive’s, you find that the former relentlessly eliminates low-priority items from his appointment diary. He eliminates clutter on the agenda of the meetings that do make it into his diary. The space that is freed up allows him to move faster. It allows him to follow up quickly on the action items that come out of meetings. The time freed up allows him to hold impromptu interactions that push along important projects faster. The open space allows him to talk more about issues he thinks are crucial, about what is happening with customers and competitors, and about the technological change affecting his business.
Finally, Kotter’s theme of “Urgent patience” is a wonderful turn of phrase. Â As he says,
It means acting each day with a sense of urgency but having a realistic view of time. It means recognizing that five years may be needed to attain important and ambitious goals, and yet coming to work each day committed to finding every opportunity to make progress toward those goals.
How true is that?  It’s not just that big ships take a long time to turn…it’s that big opportunities take a long time to pursue and get right.  If they didn’t…everyone would do them!  Urgent patience is what allows you to install a bias for action in your team without causing panic and frenzy, which is never productive.
Thanks to my friend Chad Dickerson for recommending this book, a great read as part of Operation Reboot Matt.
Book Short: On Employee Engagement
Book Short:Â On Employee Engagement
The first time I ever heard the term “Employee Engagement” was from my colleague David Sieh, one of the better managers I’ve ever worked with. He said it was his objective for his engineering team. He explained how he tried to achieve it. I Quit, But forgot to Tell You, by Terri Kabachnick, is a whole book on this topic, a very short but very potent one (the best kind of business books, if you ask me).
It’s got all the short-form stuff you’d expect…a checklist of reasons for disengagement, an engagement quiz, the lifecycle of an employee that leads to disengagement, rules for dealing as a manager.
But beyond the practical, the book serves as a good reminder that employee engagement is the key to a successful organization, no matter what industry you’re in. All managers at Return Path — this is on the way to your desk soon!
Book Short – You’re in Charge – Now What?
Thanks to my friend and long-time former Board member Jeff Epstein, I recently downed a new book, You’re in Charge – Now What?, by Thomas Neff and James Citrin. I’m glad I read it. But it was one of those business books that probably should have just been a Harvard Business Review article. It’s best skimmed, with helpful short summaries at the end of every chapter that you could blow through quickly instead of hanging on every word.
The authors’ 8-step plan is laid out as:
- Prepare yourself during the countdown
- Align expectations
- Shape your management team
- Craft your strategic agenda
- Start transforming culture
- Manage your board/boss
- Communicate
- Avoid common pitfalls
Ok fine, those make sense on the surface. Here are three things that really stood out for me from the book:
First, “working” before you’re officially working – the countdown period. I tried hard NOT to do this when I was between things, but I’m glad I did the things I did, and now, I wish I had done more. The most poignant phrase in the book is “scarce time available during your first hundred days.” That is an understatement. As my “to read” pile grows and grows and grows with no end in sight…I wish I had done more pre-work.
Second, remember that in every interaction, you are being evaluated as much as you are evaluating. And note that for many people, they will be thinking very critically, things like “do I want to work with this person…is he/she showing signs that he/she wants to work with me?” Yes, we all know as leaders, we live in a fishbowl. But I think that may be even more true during the first couple months on the job.
Finally, this phrase stood out for me: “Acknowledging and in some cases embracing your predecessor can sustain a sense of continuity within the organization and instill a sense of connectivity with employees’ shared past.” There is frequently a temptation to focus on things that need change, which invariably there are…and which invariably you will hear from people who are happy to find a willing new ear to listen to them. But this posture of acknowledge/embrace is especially true in my case, where my predecessor is the founder and 25-year CEO who continues on as our active chairman.
I know there are a ton of books like this on the market, and while I’ve only read this one, I’d say that if you’re starting a new CEO or executive-level job, this is a good one to at least skim to get some ideas.
Book Short: Stick Figures That Matter
Book Short: Stick Figures That Matter
I have read a bunch of books lately to try to improve my presentation skills. The latest one, The Back of the Napkin: Solving Problems and Selling Ideas with Pictures, by Dan Roam, was good, and quite different from some of the others I’ve read recently like Presentation Zen and Beyond Bullet Points, both of which are much more focused on effective use of Powerpoint.
The Back of the Napkin takes a different approach. The focus is much more on creating compelling visuals. It’s not about Powerpoint so much as it is about teaching how to crystallize concepts into tight and compelling schematics. Roam creates two pretty good frameworks for thinking about this: one that breaks down the message of a given slide into its most simple element — are you describing a who (use a portrait), what (chart), when (timeline), where (map), why (plot), or how (flowchart)? And a second that takes that element and asks five questions about the best way to convey the information — simple vs. elaborate, quality vs. quantity, vision vs. execution, individual vs. comparison, or change state vs. as-is.
Both frameworks are good, and if you’re already doing really good presentations, this will help improve them. In short, I’d say The Back of the Napkin is a good read if you’re obsessed with creating compelling visuals, but it’s more of a deeper drill than the two books I noted above. I’d read and master the material from Presentation Zen for 101, then dive into this topic for the 201 course.