More Than 1/3 of Your Life

When I was a kid, so my parents tell me, I used to watch a lot of TV. For some reason, all those episodes of Gilligan’s Island and Dallas still have a place in my brain, right next to lyrics from 70s and 80s songs and movies. I also tend to remember TV commercials, which are even more useless (not that JR Ewing or Ferris Beuller had all that many valuable life lessons to impart).  Anyway, I remember some commercial for some local mattress company which started out with the booming voiceover, “You spend 1/3 of your life in bed — why not enjoy that time and be as comfortable as you can be?”

Well, we humans frequently spend MORE than 1/3 of our lives at work. Why shouldn’t we have that same philosophy about that time as the mattress salesman from 1970s professed for sleep?  Another one in my series of posts about Return Path’s 13 core values is this one:

We realize that people work to live, not live to work

There are probably a few other of our core values that I could write about with this same setup, but this one is probably the mother of them all.  I even wrote about it several years ago here.  Work is for most people the thing that finances the rest of their life — their hopes and dreams, their families’ well-being, their daily lives, and ultimately, their retirement. I think many people wouldn’t work, at least in most for-profit jobs as we know them, if they didn’t have to. And that’s where this value comes from.

How does this value play out?

First, we are respectful of people’s time in the daily thick of things.  We know that society has changed and that work and personal time bleed into each other much more regularly now than they used to.  As I’ve written about before in this series of posts, we have an “open” vacation policy that allows employees to take as much time off a they can, as long as they get their jobs done well. One of the real benefits of this, besides allowing for more or longer vacations, is that employees can take slices of time off, or can work from home, as life demands things of them like dentist appointments and parent-teacher conferences, without having to count the hours or minutes.

Second, an important part of our management training is to make sure that managers get to know their people as people.  This doesn’t mean being buddies or pals, though that happens from time to time and is fine. Understanding everything that makes a person tick, from their hobbies, to their kids, to their pets or pet causes, really helps a manager more effectively manage an employee as well as develop them. And as Steven Covey says, it’s important to “sharpen the saw,” which a good manager can help an employee do ONLY if they are in tune to some extent at a personal or non-work level.

Finally, our sabbatical policy — beyond our fairly generous and flexible vacation policy — ensures that every handful of years, employees really can go off and enjoy life. We’ve had employees buy around-the-world plane tickets and show up at JFK with a backpack. We’ve had people take their families off for a month in an exotic tropical destination. We even had one employee spend a sabbatical in a coffee shop learning how to write code (names masked to protect the innocent).

The challenge with this value is that not everyone treats the flexibility and freedom with the same level of respect, and occasionally we do have to remind someone that flexibility and freedom don’t mean that work can be left undone or delayed.  We believe that by providing the flexibility, people will work even harder, and certainly more efficiently, to still go above and beyond in terms of high performance execution.

In my CEO fantasty world, I’d like to think that given the choice, most of our employees would still come to work at Return Path if they didn’t have to for financial reasons, but I’m not that naive. Hopefully by setting the tone that we understand people work to live and not vice versa, we are allowing people to enjoy life as much as possible, even in the 1/3+ of it that’s spent working.

All three of our kids were at sleep-away camp for the past month, which was a first for us.  A great, but weird, first!  Our time “off” was bracketed by the absolutely amazing story of Come From Away.  One of the first nights after the kids left, we saw the show on Broadway (Broadway show web site here, Wikipedia entry about the musical and story synopsis here).  Then the last night before they came home, we saw Tom Brokaw’s ~45 minute documentary, entitled Operation Yellow Ribbon, which you can get to here or below.

https://youtu.be/jXbxoy4Mges

Come From Away is an amazing edge story to 9/11 that I’d never heard of before.  It’s hard to believe there’s a 9/11 story that is this positive, funny, and incredibly heart-warming that isn’t better known.  But thanks to the show, it is starting to be.  It’s the story of the small town Gander in Newfoundland to which a large number of US-bound flights were diverted after the planes hit the World Trade Center and Pentagon.  It’s the story of how a town of 9,000 people warmly absorbed over 7,000 stranded and upset passengers for 4-5 days before North American air traffic was flowing again following the attacks.

We were both on the edge of our seats for the entire 2 hour (with no intermission) show and were incredibly choked up the whole time…and had a hard time talking for a few minutes after.  I’m sure for us, some of that is wrapped up in personal connection to 9/11, as our apartment was only 7 blocks north of the World Trade Center with a clear, 35th floor view of the site, and all that came with that.  We didn’t lose anyone close to us in the attacks, but we knew dozens of second degree people lost; I had worked in one of the smaller World Trade Center buildings for a couple years earlier in my career; our neighborhood felt a bit like a military zone for a few weeks after the attacks; and we saw and smelled the smoke emanating from the site through Christmas of that year.

After seeing the show, we researched it a bit and found out just how close to real the portrayal was.  So we watched the documentary.  I always have a great association with Brokaw’s voice as the calm voice of objective but empathic journalism.  He does such a great job of, to paraphrase him from the documentary, showing the juxtaposition of humanity at its darkest moment and its opposite.

Both the show and the documentary are worth watching, and I’m not sure the order of the two matters.  But whatever order you take them in, put both on your list, even if you weren’t a New Yorker on 9/11.

(This is the second post in a series documenting the work I did in Colorado on the Governor’s COVID-19 Innovation Response Team – IRT.  Introductory post is here.)

Tuesday, March 17, Day 1

• Extended stay hotel does not have a gym.  Hopefully there is one at work
• Walking into office for the first time.  We are in a government building in a random town just south of Denver that houses the State Emergency Operations Center (SEOC) and the Department of Homeland Security and Emergency Management.  These are the teams who are on point for emergency response in Colorado when there is any kind of fire, flood, cyberattack, or other emergency
• 
• 
• MAJOR Imposter Syndrome – I don’t know anything about anything
• 7:45 meeting with Stan
• 8:15 department briefing
• Met two deputies – Kacey Wulff and Kyle Brown.  Both seem awesome. On loan from governor’s health care office and insurance department
• Team “get to know you” was 4 minutes long.  So different than calm normal 
• Emergency Operations Center in Department of Public Health
• Small open room with over 100 people in it and everyone freaking out about not following best practices – no social distancing
• 
• Leader giving remote guidelines
• Lots of “Sorry, who are you and why are you here?”
• Local ops leader Mike Willis excellent – calm, inspirational, critical messages around teamwork, self-management, check ego at the door (turns out he is a retired Brigadier General)
• HHS call – maxxed at 300 participants, people not getting through, leader had to ask people to volunteer to get off the line (oops)
• Lunch and snacks in mass quantities here – it’s not quite Google, but this part does feel very startup.  I wonder if the Emergency Ops Center does this all the time or just in a crisis. Guessing crisis only but still super nice.  Also guessing I will gain weight this week between this and all gyms in the state being closed down
• Lots of new people and acronyms
• Multiple agencies at multiple layers of government require a lot of coordination and leadership that’s not always there, but everyone was incredibly clear, effective, low ego.  A lot of overlap
• Got my official badge – fancy
• Jared calls – just spoke to Pence, his guy is going to call you – tell him what we need…”uh, ok, now all I have to do is figure out what we need!”
• Fog of War – this room is healthy and bustling and a little disconnected from what’s going on, no freak out
• Kacey and call from Lisa about Seattle being on “Critical Care” because they don’t have enough supplies, meaning they are prepared to let the sickest people die – oh shit, we can’t let that happen here (or is it too late?)
• Got oriented, sort of
• Slight orientation to broader command structure and team
• My charter and structure are a little fuzzy, guess that’s why I’m here to figure that out
• Late night working back at hotel.  Thinking I will become a power user of UberEats this week

Wednesday, March 18, Day 2

• Gym at work is closed along with all gyms everywhere.  Looks like a lot of hotel floor exercises are in order
• Ideas and efforts and volunteers coming in like mad and random from the private sector – no one to corral, some are good, some are duplicative, all are well intentioned.  Lots of “solve the problem 5 ways”
• Shelter in place?  Every day saves thousands of lives in the model – credibility with governor
• State-level work is so inefficient for global and national problems, but Trump said “every man for himself” basically when it comes to states
• Not feeling productive
• Productivity is in the eye of the beholder.  Kacey totally calmed me down. Said I am adding value in ways I don’t think about (not sure if she was just being nice!):
  • Connection to Governor really useful for crisis team
  • Basic management and leadership stuff good
  • Asking dumb questions
  • Out of the box thinking
  • Liaison to industry and understanding that ecosystem
  • Arms and legs
  • People used to working in teams on things – different expectations in general
• Ok, so maybe I am helping
• Colleague tells me about Drizly, the UberEats equivalent for alcohol delivery. Good discovery.

Thursday, March 19, Day 3

• Weird – my back feels better than it has in months.  Maybe it’s the pilates, but still, seems weird.  I wonder if the higher altitude helps. If so, we will be moving to Nepal. Have to remember to mention that to family later
• Governor Policy meeting 9 am – “Cuomo is killing it” – words matter – “shelter in place” and “extreme social distancing” debate
• “The models are wrong – so let’s average them”
• We need 10,000 ventilators. We have 700.  Uh oh.
• Raised issues around test types and team capacity…Gov expanded scope to include app and still pushing hard on test scaling.  Gov asked for proposal for expanded scope and staff by 4:30. Guess that’s the day today!
• Recruited Brad to lead Private Sector side of the IRT’s work. Important to have a great counterpart on that side. Glad he agreed to do it, even though he’s already vice chair of another state task force on Economic Recovery
• Senior Ops leader interrupts someone during daily briefing – quietly says to the whole room “not vetted, not integrated, not helpful” – incredible.  In the moment, in public which normally you don’t want to do but had no choice in this circumstance – 6 words gave actionable and gentle feedback. Great example of quiet leadership
• Private sector inbound – well intentioned and innovative but overwhelming and hard to figure out how to fit in with public sector (e.g., financing to spin up distributed manufacturing)
• Team huddled and created proposal for new name, structure, staffing, charter, rationale, etc.
• Present to senior EOC staff for vetting, feedback
• Feels like I’m adding value finally – plan creation and “bring stakeholders along for the ride” presentation/vetting AND getting the team to stop being hair on fire and focus on thinking and planning and staffing
• Present to Gov – “brilliant” – then after, Kyle says “I’ve worked for multiple governors and senators, and this is the first time I’ve heard something called brilliant” (not sure it was brilliant)
• Now to operationalize it, stand up a team, replace myself so I can get home once this is marching in the right direction at the right speed
• Transferable skills (leadership, comms, strategy, planning) – not just missing context here but missing triple context – healthcare, public sector, CO
• Day 3.  Feels like longer
• Still, feels like adding value now.  Whew.  
• Dinner with a Return Path friend who came down to my hotel’s breakfast room, picked up takeout on the way, and sat 6 feet apart. 

Stay tuned for more tomorrow…

(This is the third in a series of three posts on this topic.)

In previous posts (here, here) , I talked about the difference between Mentors and Coaches and also how to select the right ones for you. Once you’ve selected a Mentor or Coach, here are some tips to get the most out of your engagement.

Starting to work with a CEO Mentor is fairly easy. Give them some materials to help understand your business, and then come prepared to every session with a list of 1-2 topics that are keeping you up at night where you want to benefit from the person’s experience.

Kicking off a CEO Coach engagement is more in-depth. I always recommend starting to work with a CEO Coach by doing a DEEP 360.  Not one that’s a bland anonymous survey instrument, but one that involves the Coach doing 15-20 in-depth interviews with a wide range of people from team to Board to others in the organization to people you’ve worked with outside the organization, including some non-professional contacts.  Let the Coach really learn about you from others.  The reason for this is that, although you may have an area of development that you want to focus on (like I did when I met Marc), you may actually need help in other areas a lot more acutely.

In general,  I’d say these are a few good rules of thumb for getting the most out of your Coach or Mentor relationship and sessions of work together:

• Do your homework.  If you have an assignment to read an article, take a survey, or just write something up, either do it or cancel the next meeting or it will be a waste of everyone’s time
• Be present.  Step away from your desk. Turn off email.  Silence your phone.  These are some of the most valuable times for your own personal development and growth, and they are few and far between when you get to be a CEO.  Treasure them
• Bring your whole self.  Even if your coach is a full 5 on the Shrink-to-Management Consultant scale I mentioned above, people are people, and you’re no exception.  You have a bad day at home — it will show through at work and it will impact your Coach conversations (maybe less so your Mentor ones).  Don’t ignore it.  Mention it up front
• Don’t bullshit.  You know when you’re wrong about something or have made a mistake.  You may or may not be great about admitting it publicly, or even admitting it to yourself.  ADMIT IT TO YOUR COACH.  Otherwise, why bother having one?
• Encourage primary data collection.  The biggest place I’ve seen coaching relationships fail is when the Coach or Mentor only has access to a single point of information about what’s happening in the organization — you.  Even if you’re not in full-on 360 mode, encourage your Coach or Mentor to spend time with others in the organization or on your board here and there and have a direct line of communication with them.  If they don’t and all they’re working off is your perspective on situations, their output will be severely limited or subject to their own conjecture.  Especially if you can’t get the prior bullet point right (garbage in, garbage out!)
• Make it your agenda even if it means changing on the fly.  You may be working on an analysis of your team’s Myers-Briggs profile with your Coach – and that’s the topic of your next meeting – but right before the meeting, you learn that one of your CXOs is resigning.  Change the agenda.  It’s ok.  It’s your time, make it work for you
• Learn to fish.  At the end of the day, a good CEO Coach should offer you ways of thinking about things, ways of being, ways of learning in your organization, processes to give you the ability to do some elements of this by yourself – not just answering questions for you.  Sports trainers are useful for an athlete’s entire career to push them harder in workouts, but they also teach athletes how to work out on their own
• Reality check the advice.  Make sure to test the strategies that Coaches or Mentors are giving you against your organization.  All strategies won’t work in all organizations.  These conversations should offer a variety of strategies – you can pick one or pick none and do something totally different.  The value isn’t in being told what to do, it is in going through the process of deciding what to do for YOUR organization with some expert inputs and reflections on other experiences
• Close the loop.  I’ve written before about how to solicit feedback as a CEO.  To make sure your coaching work is effective, be sure to include feedback loops with your key stakeholders (team and board) on the things you’re working on with your CEO Coach

It’s worth the money.  CEO Coaches can be really expensive.  Like really, really expensive.  $500-1,500/hour expensive.  CEO Mentors can be free and informal, but sometimes they charge as well or ask for advisor equity grants.  Even if you have a thin balance sheet, don’t be shy about adding the expense, and you shouldn’t pay for this personally.  Adding 10-20% to the cost of your compensation will potentially make you twice as effective a CEO.  If your board doesn’t support the expense…well, then you may have a different problem.

There’s a lot written publicly about this topic.  Jason Lemkin at SaaStr has a particularly good post that really puts a fine point on it.  And the coaching team at Beyond CEO Coaching a new boutique coaching firm specializing in coaching black CEOs, writes in “Who are you not to be great?”, “You can play it safe and reduce your risks and likely the rewards, or you can go big.  We at Beyond CEO Coaching want to help you to go big.”

By the way, this entire framework applies to non-CEOs as well.  Every professional would benefit from having a Coach and a Mentor in their life, even if those aren’t paid consultants but more senior colleagues or members of the company’s People Team.  Sometimes a Mentor and a Coach are one and the same…sometimes they are not.

Thanks to a large number of Bolster members I know personally who are CEO Coaches and Mentors for reviewing these posts — Chad Dickerson, Bob Cramer, Tim Porthouse, Marc Maltz, Lynne Waldera, Dave Karnstedt, and Mariquita Blumberg.

(Post 4 of 4 in the series on Scaling CROs – other posts are, When to Hire your First Chief Revenue Officer, What Does Great Look like in a Chief Revenue Officer and Signs your Chief Revenue Officer isn’t Scaling)

Assuming your CRO is on track and scaling with the company so that you’re not having to mentor or coach them, I’ve found a few ways to engage with the CRO that have been particularly fruitful. Here are a few tips on making every moment with your CRO well-spent.

One of the easiest ways to carve out quality time with your CRO is during travel time, or in and around events.  Particularly if you’re a B2B company that engages with clients during the sales process, you’ll probably find yourself at a lot of client meetings and events, either internal or external.  Your CRO will be there, too, which gives you a great opportunity to spend large blocks of time together in transit, or a good deal of time together socially. One thing we learned during the work-at-home pandemic is just how much time we save by not traveling.  So when life resumes to normal, why waste time in an Uber or on a plane when you can have a deep strategic conversation or even a personal/social one with one of your senior executives? Of course, you have to actually be more proactive in meeting with your CRO since you won’t have events that naturally bring you together, but I’ve found that the early morning time in the hotel gym or late-night drink in the lobby bar before heading up to bed now translates to time I can have with my CRO. 

Another way to engage with the CRO is In a Weekly Forecast meeting.  Jeff Epstein, former CFO of Oracle, was one of my long-time board members at Return Path and he helped us architect a new core business process once our sales team got large and mature and geographically disparate enough that it was hard for us to have a solid forecast.  Both me and our CFO engaged in the Weekly Forecast meeting and because of that we forced the discipline of a good roll-up of all regions and business units. The CRO and all sales managers attended and knew that we were paying attention to the numbers and trends and asking tough questions. Our attendance was a forcing function for the CRO so that they organized a pre-meeting the prior day with all teams and units to prepare, and that in and of itself had a cascading effect through the organization of adding discipline, rigor, and accuracy to the forecast.  It also made me a lot more empathetic to my CRO’s issues with respect to the sales leadership team.

Finally, the other way that I engaged with the CRO was ad hoc, either internally or in-market.  My most successful heads of sales have been good at winding me up and pointing me at things as needed, whether that means getting on a plane or Zoom to help close a deal or save a client, or doing a 1:1 mentoring session with a key employee. So, not all interactions with the CRO have to be initiated by the CEO, and a great CRO will use the CEO, leverage their time, when it’s needed.

(You can find this post on the Bolster Blog here)

My Grandpa Bill used to not want to talk about himself at dinner parties. When one of us asked him why one day, he said, “I already know what I have to say. What I don’t know, is what the other person has to say.”

There are a few principles I learned years ago in a workshop that my coach Marc led for us called Action/Design. I’m going to try writing a few posts about them, and you can find some articles on them here.

Inquiry vs. Advocacy is simple. Understand the balance of when you ask and listen vs. when you speak in a given conversation. Both are important tools in the CEO tool belt.

My rule of thumb is to ask and listen more than you speak. It’s the only way you will learn, collect data on your organization and on your customers and products. Early in your career, you should primarily be Inquiring. Even mid- and later career people who sometimes must be in a position to speak or advocate their point of view benefit most when they ask and listen and learn.

More important, though, Inquiry vs. Advocacy is the best way to guide your communications in a difficult conversation, complex negotiation, or tricky situation. And it’s in those kinds of situations that you actually need to be cognizant that both approaches are important, and you need to know which one to pull out when and pay attention to how others in the conversation are using the two as well. From an article in the resource center I linked to above:

In conversations on complex and controversial issues, when there is a high degree of advocacy and little inquiry, people are unable to learn about the nature of their differences. People may feel the speaker is imposing a view on them without taking into account their perspective, which can lead to either escalating conflict or withdrawal. When there is a high degree of inquiry, but no one is willing to advocate a position, it is difficult for participants to know where the other stands, and the lack of progress can lead people to feel frustrated and impatient. As a participant in a conversation, being aware of the balance of advocacy and inquiry can help you determine how best to contribute at a given time. If you hear that people are advocating but not asking questions, inquire into their views before adding your own. If you hear people asking questions for information but not stating an opinion, advocating your view may help the group move forward.

Inquiry vs. Advocacy has become a cornerstone of how I think about communicating and learning. I like to think I learned it from Grandpa Bill first, but the Action/Design work with my coach, and then years of practice, drove it home.

The Best Place to Work, Part 6: Let People Be People

Last week, in this continuing series on creating the best place to work, I talked about being a great enabler of people, meaning you do your best to let people do their best work.  This week, I want to talk about Letting People Be People.

I wrote about topic a bit this last year when I wrote my series on Return Path’s Core Values, in particular the post on our value People Work to Live, Not Live to Work .

Work-life balance is critical.  I’ve worked in a grind-it-out 100-hour/week environment as an analyst before.  Quite frankly, it sucks.  One week I actually filled in 121 on my hourly time sheet as a consultant.  If you’ve never calculated the denominator, it’s only 168.  Even being well paid as a first-year analyst out of college, the hourly rate sucked.  Thinking about 121 gives me the shivers today…and it certainly puts into perspective that whether you work 40, 45, 50, 55, or 60 hours in a given week can pale by comparison, and all still let you have a life.  An average week of 40 hours probably doesn’t make sense for a high-growth company of relatively well-paid knowledge workers.  But at 121 you barely get to shower and sleep.

While you may get a lot done working like a dog, you don’t get a lot more done hour for hour relative to productive people do in a 50-week environment.  Certainly not 2x.  People who say they thrive on that kind of pressure are simply lying – or to be fair, they’re not lying, but they are pretending they wouldn’t prefer a different environment, which is likely disingenuous and a result of rationalizing their time spent at work.  Your productivity simply diminishes after some number of hours.  So as a CEO, even a hard-charging one, I think it’s better to focus on creating a productive environment than an environment of sustained long hours.

Work has ebbs and flows just like life has ebbs and flows.  As long as the work generally gets done well and when you need it, you have to assume that sometimes, people will work long hours in bursts and sometimes, people will work fewer hours.  Work-life balance is not measured in days or even weeks, but over the long term.  So to that end, We Let People Be People as a means of trading off freedom and flexibility for high levels of performance and accountability.  At Return Path, we create an environment where people can be people by:

• Giving generous maternity leave and even paternity leave, at least relative to norms in the US
• Having a flexible “work from home” policy, as people do have personal things to do during the business day from time to time
• Allowing even more flexible work conditions for anyone (especially new parents) – 3 or 4 days/week if we can make it work
• Letting people take a 6-week paid sabbatical after 7 years, then after every 5 years after that
• Having an “open vacation” policy where people can take as much vacation as they want, as long as they get their jobs done

As with all the posts in this series, this is meant to be general, not specific.  But these are a few of the things we’ve done to Let People Be People, which has created an incredibly productive environment here where people have fun, lead their lives, and still get their jobs done well and on time.

One of my top 10 scaling tips for CEOs as they take a business from startup to scaleup keys in on communication patterns. As your company grows from 0-25 employees to a place where you no longer work hands-on with most of the team, which is really >25 but gets more and more true at every step beyond that, you need to rethink how you handle employee conversations in many ways. My tip sounds confusing, but let me break it down.

Spend less time talking. The less you know about the day to day details of everyone’s job and experience, the more time you need to spend learning and keeping in touch with those details from others. The only way to do that is by asking questions, listening to responses and watching body language, and then asking follow-up questions. As I mentioned here in Inquiry vs. Advocacy, you know what you have to say…what you don’t know is what the other person has to say! The more you listen and learn as your company scales, the more effective you can be at steering the ship.

And yet…Spend more time talking. This isn’t as contradictory as it sounds. What I mean by this is that the further away you are from the front lines and the smaller the percentage of the team who really know you and have casual interactions with you, the more time you need to spend repeating key messages – things like what the goal is, critical metrics and progress, how each team and person’s work rolls up to the big picture. I always appreciate the “rule of three” around things like this, which is simply that people need to hear the same message three times before they start to internalize it. What that means for you is that just as soon as you get tired of saying the same thing over and over in various groups internally…it’s finally starting to hit home, and you need to keep doing more of the same.

How and when you communicate with the company may also change – the mix and frequency of 1:1 meetings, small group meeting, large group meetings, and email/written communications will need to evolve. But that evolution of the “what” is secondary to the above principles of the “how.”

Here’s one to keep in mind – we did this a few times at Return Path, and I was just reminded of it when I was coaching another founder who is doing the same thing right now.

Sometimes when you’re doing a strategic acquisition and it’s an all-stock deal, you can insist as a term of the acquisition that the target company’s investors invest more capital into your company.

That’s right, not only do you not have to put cash OUT for the deal, you’re getting additional cash IN. Think of it as a contemporary corporate version of the dowry.

Why would the cap table of the target company agree to this? Here are a few reasons:

• you’re in a strong enough negotiating position – best home for the business, best chance of the target company investors getting a return
• the target company investors have more dry powder and want to double down – they love your vision for the combined company
• you’re only offering the target company investors common stock in the deal, and they are pushing hard to get preferred

The Dowry is not something you can get to with every deal, and you might not need it. But think of it as a tool in the M&A/financing tool belt.

As part of the new section on Exits in the Second Edition of the book (order here), there’s a specific chapter around the sale process itself.  There are some interesting things in it — the arc and timeline of a deal, working with and through advisors vs. principals dealing with each other directly, optimizing for different stakeholders, and a wonderful long sidebar by my friends and advisors Brian Andersen and Mark Greenbaum from Luma Partners on how to think strategically about an exit and how buyers think.  It’s probably worth buying the whole book just for that.

But what I want to write about here is coping with a failed deal – something my team and I unfortunately had to do a couple years before we actually sold the company and something I’ve never written about or discussed publicly.

In 2017, we almost sold Return Path.  You hear people talk about that from time to time, and frequently it just means “we had a good offer but decided not to take it.”  But in this case, I meant it.  We had a good offer.  We talked to a couple other potential buyers in the industry and ended up getting a great offer.  From a great buyer.  We decided to pull the trigger.  It was time.  We got through the entire deal process, I mean EVERYTHING.  Diligence was painful, thorough – and completed.  Both sides had signed off on things many times along the way.  Documents were done, lawyers had signed off on them, our Board had signed off on them, they had been posted to DocuSign, and our signatures were in escrow.  The press release was written and scheduled to go out in less than 48 hours.  Our all-hands meeting was scheduled.  The acquirer had already sent us their swag to hand out.  About 80 people out of 400+ employees at the company knew about it.  In the football analogy, we weren’t inside the red zone.  We were on the 1-yard line.  

Then the call came.  “I can’t believe we have to tell you this, but our CEO just decided to pull the plug on this at the last minute.”  Buh.  Bye.  To say this was a disappointment is the understatement of a career.  

That evening, I was staying over at a friend’s apartment in Manhattan while Mariquita and the kids were away at the beach with her parents.  After the call came in, I grabbed the two other execs who were still in the office, and we went immediately to a bar.  That calmed me down a little bit.  Then I wandered through Central Park up to the apartment and spent about 4 hours on the phone in a series of cathartic phone calls with the rest of the executive team, some of my closest friends and advisors, and Board members.  

The next couple of days were awful.  We had to tell a huge number of employees “Uh sorry, just kidding.  You know all those stock options that were just about to turn into cash?  Sorry.  The new company we were all excited to join?  Psych!”  The worst part was scrambling to turn the already-scheduled all-hands meeting to announce the deal into just another quarterly update.  Everyone in the room for that meeting who knew about the failed deal just looked at each other with disbelief. We were still in shock.

Eventually of course, we bounced back.  I am now an even more ardent believer in the expression, “What doesn’t kill you makes you stronger.”  The company ended up recovering from this and doing a number of things to make us even better in the years that followed, leading to our eventual sale.  But I will say, it was just terrible, and nothing about the recovery was easy.  I talk about some of the specific steps we took in the book.  But mostly, I hope no one ever has to go through anything like this again.  This was too big, too close to the end, and too well known.  Our team will have deep scar tissue from it for a long time.

As part of the new section on Exits in the Second Edition of the book (order here), there’s a specific chapter around Preparing Your Company for an Exit.  That’s pretty different than Preparing Yourself (last week’s post).  

This chapter really focuses on two things.  One is how to think about who within your company knows about the possible deal, which conversations you keep private and which you have more in public.  I’ll save the details on that one for the book.

But there’s a second topic that’s important as well.  And it’s about due diligence and disclosure schedules.  What fun!  I call it “Begin with the end in mind.”  The advice in this section of the book, which is “get a full and complete due diligence checklist from your lawyer before you start a sale process” is something I wish I had done the day I started the company, not the day I started the sale process. 

Knowing what things buyers will want to see, in what form, and how well organized, would have influenced me and my CFO to be more orderly about corporate records (things like shareholder votes and board minutes) as well as client contracts. It’s not that we were disorganized, but over 20 years we put things in several different places and didn’t always migrate old records to new systems. When it came time to put together due diligence and load things into the data room, it was a lot more complicated than it needed to be.

As you can imagine, we are doing this very differently at our new company.  Even if you aren’t well organized now at your company, put on your to do list some kind of spring cleaning of corporate records.  The earlier you do it, the better. Besides, when you first startup you won’t have a ton of details to keep track of so it ought to be easy to do. As you scale you’ll have systems and processes in place as well as, hopefully, ONE PLACE where you store all this information. The time NOT to do it is when you’re in the middle of a very time consuming sale process and simultaneously trying to run your business.