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.
Taylor Made for this Blog
I haven’t done a book review yet on this blog because I haven’t found a very relevant one. I will do more as I go here — I’ve actually read a few pretty useful business books lately — but there’s no better book to kick off a new category of postings here than the one I just finished: The MouseDriver Chronicles: The True-Life Adventures of Two First-Time Entrepreneurs.
The book details how two freshly-minted Wharton MBAs skipped the dot com and investment banking job offers to start a two-person company that produced the MouseDriver (a computer mouse shaped like a the head of a golf club) back in 1999-2000. It’s a great, quick read and really captures the spirit of much of what I’m trying to do with this blog, which is talk about first-time CEO issues, or company leadership/management issues in general.
Although it’s not about an internet business, the book also has an interesting side story, which is the powerful impact that email had on the MouseDriver business, with an email newsletter the entrepreneurs started that developed great readership and ultimately some viral marketing. Sort of like a blog, circa 1999.
Thanks to Stephanie Miller at Return Path for giving me the book!
State of Colorado COVID-19 Innovation Response Team, Part V – Wrapping Up, Days 10-12
(This is the fifth post in a series documenting the work I did in Colorado on the Governor’s COVID-19 Innovation Response Team – IRT. Other posts in order are 1, 2, 3, and 4.)
Thursday, March 26, Day 10
- Sarah continuing to take over and stronger by the day
- Sarah cleared me to go home, only one more person to ask
- Deep deep dive on Mass Testing – so good to spend that time
- Pretty much got the strategy right – shocking we could get that close with so little public health experience – Kyle awesome – EOC leadership briefing
- That was most of the day
- Some downloads to Sarah and Kacey
- Feeling that two of our project teams are going sideways – that will be a big focus for me tomorrow before I leave
- Quick assignments for tomorrow
- Talked to Jared – he’s good with me going now that Sarah is in place and things are running. Awesome!
Friday, March 27, Day 11
- Download with a couple of the project teams to help get them back on trackÂ
- This whole thing is one big exercise in Agile!
- Serendipitously might have found private sector partner for one of the teams in need. Reminded of George’s great line, “when the student is ready, the teacher appears”
- Gov briefing on mass testing plan
- Spent a lot of the day on strategy/overview/retrospective deck. Have to review it with Brad and core team members. Gov wants to get it in front of the National Governors Association to share learnings/best practices for the states behind us in this fight
- Gov thankful goodbye
- Brad thank you Haiku – so awesome – “You see things others don’t see”
- FInal team check-in, lots of nice thank yous from people on team
- Close out drinks with Sarah, Kacey, Kyle – persevered despite lack of corkscrew. Poor Kyle’s shirt looks like he was standing next to a shooting victim
- Incredibly thankful moment with team – really like and care about these people – we’ve done such great work together – 11 days but feels like months and months
- Close out email to Governor and Chief of Staff about team
Saturday, March 28, Day 12
- Check out! Fly home! Happy to see Mariquita, Casey, Wilson, and Elyse!
Stay tuned for two more wrap-up posts, tomorrow and the next day…
Seth Responds
Seth Responds
About an hour after I posted a not so flattering review of Seth Godin’s new book this morning, I got an email from Seth with a couple good points worth responding to here.
His main points (other than offering me a refund, which was nice) were that (a) the book itself was very clear about its content — on the book itself (back cover, inside flap, marketing copy), kind of like a ‘live album’ for a recording artist; and (b) if I thought the blog postings were worthwhile, why did I still feel like there was a downward trend in his writing?
Ok, so these are fair points. Let me try to clarify. I am 99% sure that I bought the book off the Amazon.com email which said “if you enjoyed other books by Seth Godin, then here’s his latest,” which prompted my robotic one-click order without paying attention to the fine print. That’s why I was disappointed when I got the book. My bad, I guess, although that’s somehow an unsatisfying thought as a consumer — that I should have paid more attention to the fine print. Live albums from musicians usually have that in the title so the marketing is clear, and they still sell a ton, probably even more so.
In re-reading my review, I actually think it’s balanced — I do say there are a bunch of circumstances where the book is a must-have — but my use of the word “sell-out” was a bit harsh given the attempts to present the book as a compendium. But the downward trend in my mind is more than just this book. I think a lot of Seth’s writings have been hitting the same notes for the last couple of years, while I’ve been hoping to hear his next Big Moo.
I didn’t take up Seth’s offer for a refund, as I fall somewhere between (a) and (c) in my definition of why this is a must-have. And while I’m at it, maybe I should rethink my earlier point that this whole blog thing isn’t about conversations.
Are You As Versatile As Running?
Are You As Versatile As Running?
Today was my first day back in the city after two weeks working and playing at our house in the mountains. And a beautiful day it was — 46 and sunny! I went for a great run, reflecting on how incredibly versatile running is. Less than 48 hours before, I had also been running, but bundled up, in a 17 degree snowfall, wearing my new Icebugs (thanks for the tip, Brad), up and down the hills of a quiet country road at 6500 feet in Idaho. Today — sea level, flat, urban, sunny and crisp out, wearing shorts (I’ll let you guess which was easier). How versatile can a sport be?
Are you as versatile at work? Can you be that go-to person for your manager, the all-weather team member who gets called on to take on any kind of project as needed? I don’t care how specialized your job is or how big your company is. That’s the kind of employee you want to be, trust me.
But, you say, what about me? Don’t I get a say in things? Can’t I have my own career ambitions and interests and steer the kind of work that I do?
You can! You should! I tell people at Return Path that all the time. And the best part about is that while the two above statements may seem at odds with each other — be able to do anything (with a smile) and do what you want to do — they’re actually not. The very best employees who I’ve worked with or who have worked for me over the years do both and mix them together to their advantage.
Work your career path with your manager, your mentor, your HR leader, your CEO. Understand what’s possible long term at the company. Figure out what you’re good at and what interests you (read, among other things, Now, Discover Your Strengths to get there). Learn what it takes to earn a promotion to the next level. Get yourself generally in line to rise through the ranks the way YOU want to. Obviously, to get to that next level, you’ll need to work your butt off, harder than others around you, with better results and higher quality.
But you also have to be a utility infielder, to mix sports metaphors. If your company or your team needs you to do something a little different from what you’re doing today, the difference between doing it well with a smile on your face and doing it merely satisfactorily with a grimace could be the difference between that next promotion and not. And it’s really both those things — doing it well, and having a great attitude about it.
I love running, because I can do it at any place, at any time, as long as have my running shoes. Our best employees are similarly versatile, because they are self-directed and work hard and do things right, but also because they do what needs to be done when it needs to be done, even if it’s outside the scope of their day-to-day or not explicitly in the critical path of their next promotion.
Return Path Core Values, Part III
Return Path Core Values, Part III
Last year, I wrote a series of 13 posts documenting and illustrating Return Path’s core values. This year, we just went through a comprehensive all-company process of updating our values. We didn’t change our values – you can’t do that! – but we did revise the way we present our values to ourselves and the world. It had been four years since we wrote the original values up, and the business has evolved in many ways. Quite frankly, the process of writing up all these blog posts for OnlyOnce last year was what led me to think it was time for a bit of a refresh.
The result of the process was that we combined a few values statements, change the wording of a few others, added a few new ones, and organized and labeled them better. We may not have a catchy acronym like Rand Fishkin’s TAGFEE, but these are now much easier for us to articulate internally. So now we have 14 values statements, but they don’t exactly map to the prior ones one for one. The new presentation and statements are:
People First
- Job 1:Â We are responsible for championing and extending our unique culture as a competitive advantage.
- People Power:Â We trust and believe in our people as the foundation of success with our clients and shareholders.
- Think Like an Owner: We are a community of A Players who are all owners in the business. We provide freedom and flexibility in exchange for consistently high performance.
- Seriously Fun: We are serious about our job and lighthearted about our day. We are obsessively kind to and respectful of each other, and appreciate each other’s quirks.
Do the Right ThingÂ
- No Secrets:Â We are transparent and direct so that people know where the company stands and where they stand, so that they can make great decisions.
- Spirit of the Law: We do the right thing, even if it means going beyond what’s written on paper.
- Raise the Bar:Â We lead our industry to set standards that inboxes should only contain messages that are relevant, trusted, and safe.
- Think Global, Act Local:Â We commit our time and energy to support our local communities.
Succeed Together
- Results-Focused:Â We focus on building a great business and a great company in an open, accessible environment.
- Aim High and Be Bold: We learn from others, then we write our own rules to be a pioneer in our industry and create a model workplace. We take risks and challenge complacency, mediocrity, and decisions that don’t make sense.
- Two Ears, One Mouth: We ask, listen, learn, and collect data. We engage in constructive debate to reach conclusions and move forward together.
- Collaboration is King:  We solve problems together and help each other out along the way. We keep our commitments and communicate diligently when we can’t.
- Learning Loops: We are a learning organization. We aren’t embarrassed by our mistakes – we communicate and learn from them so we can grow in our jobs.
- Not Just About Us: We know we’re successful when our clients are successful and our users are happy.
For the 4 values which are “new,” I will write a post each, just as I did the old ones and run them over the next couple months. RPers, I will go back and combine/revise my prior posts for us to use internally, but I won’t bother editing old blog posts.
Come Fly With Me
Come Fly With Me
I do a lot of travel for work. That means I spend a lot of time on planes, some of which is “wasted” – or at least time that can’t be productive for work in the traditional sense of being connected, or in a lot of cases, of even reading. One thing I’ve always appreciated in my career but have grown even more attached to of late is traveling with colleagues. Any time I have an opportunity to do so, I jump on it.
First, I find that I get solid work time in with a colleague in transit. A check-in meeting that isn’t rushed with a hard stop, interrupted by the phone or visitors, and in-person.
Second, I find that I get more “creative” work time in with a colleague on a flight, especially a long one. Some of the time that isn’t in a structured meeting invariably turns to brainstorming or more idle work chatter. Some great ideas have come out of flights I’ve taken in the past 11 years!
Finally, my colleague and I get more social time in than usual on a plane. Social time is an incredibly important part of managing and developing personal connections with employees. Time spent next to each other in the air, in an airport security line or lounge, in a rental car, “off hours” always lends itself to learning more about what’s going on in someone’s life.
Don’t get me wrong – even when I travel with someone from Return Path, we each have some “quiet time” to read, work, sleep, and contemplate life. But the work and work-related aspects of the experience are not to be ignored.
Return Path’s Newest Board Member: Jeff Epstein
Return Path’s Newest Board Member: Jeff Epstein
I’ve written before about how much I love my Board. Well, I’m pleased to announce I have a new reason to love it – today, I’m officially welcoming Jeff Epstein to the Return Path Board of Directors. He is joining an all-star cast that includes Greg Sands, Fred Wilson, Brad Feld, Scott Weiss and Scott Petry.
I first met Jeff back in 2000 when, as CFO of DoubleClick, he and DoubleClick CEO Kevin Ryan agreed to invest in Return Path as our first institutional investor, along with Flatiron Partners. He is one of the few people who have seen the company grow from its infancy to today. Jeff has been a formal advisor to the company for more than a year, and he recently agreed to join as a director.
Jeff has all the qualities that make for an awesome board member and he’s already been an influential voice with uncommon insight and an impressive background that complements the rest of our board. As CFO of Oracle Jeff helped guide one of the world’s preeminent technology companies. He’s also served as CFO for large private and public companies including DoubleClick, King World Productions, and Neilsen’s Media Measurement and Information Group, and is a member of the boards of Priceline.com, Kaiser Permanente, Shutterstock, and the Management Board of the Stanford Graduate School of Business. Jeff is currently a partner at Bessemer Venture Partners and a senior advisor at Oak Hill Capital.
Building and managing a board of directors is one of the key functions of a CEO, and the entire Return Path team benefits from a close relationship with great industry leaders. Jeff’s appointment is a perfect example. He’s steered successful organizations through many of the same decisions and challenges that we’re facing. He evaluates issues from multiple points of view – as a senior executive, as a board member, as an investor. And he’s not quiet. On our board, that’s essential. We’re a group of strong personalities—we challenge ideas, we analyze everything, and our views don’t always have to agree.
I’ve said that one secret to running an effective board is to ask for members’ opinions only when you want them. In Jeff’s case I definitely want them. So, on behalf of the board and the entire team at Return Path, Jeff, welcome!
Imposter Syndrome and Founders
People talk a lot about Imposter Syndrome — “What am I doing here? I’m not qualified to do X at all” regularly when it comes to women and people of color in the workplace. That is a real thing. It shouldn’t in any way be discounted. It’s painful to go through and painful to watch.
I’d guess that 9 our of 10 founders have Imposter Syndrome at least once during their founder journey. Maybe it’s even more like 99 out of 100. And I bet most of them have it more than once…some regularly. This may be even more true for founders from underrepresented populations, but it happens regardless of demographic.
Being a founder is inherently unnatural. Seeing the world through a different lens, inventing something, and being crazy enough to act on it, quit your job, raise capital, and convince other people to quit their jobs to join you on your journey is a tall order no matter who you are.
No founder’s journey exists without speedbumps and moments where things aren’t working and you feel like your company is going to die a horrible and painful (and worse, public) death – what my former Board member and friend Scott Weiss famously calls the WFIO moment (We’re F’d – It’s Over), popularized by Ben Horowitz in The Hard Thing About Hard Things.
Founders, it’s ok. We’ve all been there. Take a step back. Solve the problem. Change the approach. You’re not in the wrong place. You’re just having a bad moment. And most important, remember, you’re not alone.
Who Wants to Get Hit by a Bus, Anyway?
Who Wants to Get Hit by a Bus, Anyway?
Fred had an accurate if somewhat morbid posting today about succession planning, one of the many higher-order HR tasks that small entrepreneurial companies are particularly bad at. He’s completely right — for one example in our industry, you only have to look back about 9 months or so to Phil Goldman’s shocking death to see the impact it had on Mailblocks. I’ll have to post on succession planning in a startup in more detail sometime soon.
Yes, They Are THAT Important
Yes, They Are THAT Important
Our enterprise spam filter has been down for about a day as we reconfigure some servers here. It has been just this side of crippling, especially travelling and getting spammed to death on my Treo.
Spam filters have become good enough (though still not perfect on the false positive side, of course) and prevalent enough, that I had forgotten just how important a role they play in today’s corporate IT environment. We’d be in really sorry shape without them!