Hit Making is Hard

Doing deals is tough. But do you think it’s as hard to find “hits” in corporate M&A as it is in other professions?

According to Nielsen, from data provided by managers at Nielsen SoundScan, of the eight million unique digital music tracks sold in 2011 (the large majority for $0.99 or $1.29 through the iTunes Store), 94 percent – 7.5 million tracks – sold fewer than one hundred units. And 32 percent sold only one copy. Yes, that’s right: of all the tracks that sold at least one copy, about a third sold EXACTLY one copy. Thanks for your patronage, Mom.

Equally amazing: In 2011, 102 tracks sold more than a million units each, accounting for 15 percent of total sales. That’s right: about 1/1000th of the eight million tracks sold that year generated ALMOST ONE SIXTH of all sales.

Tough business.

Posted by: Mory Watkins

The Role of the Board…

Large financial decisions are the purview of Boards of Directors, and few business decisions are bigger (or have more repercussions) than corporate acquisitions and divestitures. Today’s BODs want to be kept apprised of all material strategic developments, and want more information and more frequent updates than ever before. Considering that 93% of all acquisitions valued over $100 million now result in litigation, I can’t say I blame them.

Today, I’m going to share some thoughts about the interaction between BODs and their corporate dealmakers.

Before I begin, it’d be helpful to first understand a little bit about how BODs work. Boards walk a fine line between protecting and growing corporate assets, and they have a legal duty called the duty of care to make decisions about M&A on behalf of their companies that are “reasonably informed, in good faith and rational judgment, without the presence of a conflict of interest.” The words reasonably informed are key, and the BOD takes this part of its duty especially seriously.

In today’s market, deal professionals can expect lots of questions, a certain amount of conservatism, and even some resistance to acquisitions from their Directors. Communications between the two parties may be further strained by varying degrees of acquisition experience and gaps in M&A knowledge among board members. In short, it can sometimes feel for deal professionals very much like an uphill battle to get a deal approved.

There is no sure-fire recipe for successful interaction with a Board, but I can at least offer some advice on what information they need and some best practices for communicating.

First, let’s address the contents of a standard deal package for Directors. In my experience, there are five principal pieces of deal information that a Board needs and asks for from its Corporate Development staff (roughly in order of importance):

  • Deal Rationale: As a corporate development professional presenting to a BOD, you should always lead with your deal rationale, including relevant info regarding valuation, management, strategy, products/services, market size, etc.  You should describe your deal in the most concise and cogent manner possible. In plain English, you’re trying to answer, “Why should we do this?” Please re-confirm all the points of your deal hypothesis each and every time you bring the Board up to date.
  • Financial Impact Analysis: The near term financial impact of any proposed acquisition will be foremost on the Board’s mind as it listens and evaluates. Here, you must provide just one thing to address the Board’s needs: an accretion analysis. Recall that Directors are notoriously myopic, and near term financial impact will probably be the single most important, and sometimes the only, factor in determining whether your acquisition will go forward or not. Sorry, but that’s life.
  • Process/Timeline Update: You should comment directly on the deal process and anticipated timeline for completing the acquisition. Buying a company is a large, complicated project, and project management of key corporate affairs happens to also be a duty of the Board. Timing is a major deal consideration for the BOD; don’t under estimate its importance.
  • Due Diligence Update: You should provide an update on due diligence. Make it brief if there are no issues, but be sure to mention anything material that has popped up during your inquiries (it’s your duty to keep them informed) and link your comments to details about potential impediments to closing (see above, Timeline).
  • Alternatives: Lastly, and very importantly, you should always provide a couple alternatives to your proposed transaction. “Huh?!?”, you might say. “But why…?” Well, in a nutshell, in corporate development your job is to provide a way to get from point “A” to point “B” via outside (inorganic) means. You must furnish several viable paths to strategic success; everything can’t be riding on one deal or one strategy. Lots of people forget to do this, but by showing the Board several different potential approaches and solutions, you are actually both doing yourself a favor and helping the Board meet its fiduciary duty of care responsibilities.

So those are the key pieces of information the BOD needs…but any deal professional will tell you that the manner in which deal information is conveyed is awfully important too. Here is my advice on how to effectively communicate with your Directors:

  • Simplify, Simplify, Simplify: In all cases where numbers are needed, you should provide high level, much-simplified financial models and analyses to help the Board quickly grasp your point without getting lost in the details. Provide only the big-picture model or analysis, but make sure to mention that full details are available for those desiring more information.
  • Provide Key Assumptions: Yes, I’ve advised simplifying models and analyses above, but that doesn’t absolve you from responsibility for explaining the key assumptions you’ve made running those high level numbers. Include all the relevant assumptions as well as the facts supporting those assumptions.

Market conditions have intensified pressure on BODs, and they are more fully engaged and hands-on in managing enterprise risks, including those in and around strategic M&A. At the same time, however, Directors understand that deal making drives earnings growth and that acquisitions are increasingly necessary in this slow economy. As a deal professional, you can help your Board manage these disparate duties by understanding their information needs and communicating accordingly.

Posted by: Mory Watkins

Hiring Corporate Development Talent: Been There, Done That

I recently gave some counsel via email to a CEO friend of mine who is hiring a Director of Corporate Development for his fast growth tech company. The below are my 4 pull-no-punch pieces of advice:

First, don’t hire anyone who hasn’t specifically done CORPORATE DEVELOPMENT (preferably in public companies). Doing deals as an investment banker, for example, is not a good proxy. There are a lot of “deal mercenaries” out there, but they are accustomed to doing a transaction and moving on to the next one. You’ll want someone who knows what it’s like to have to live with what they’ve bought and, further, knows how to integrate and extract value from a corporate acquisition…

Second, don’t hire anyone who hasn’t also already RUN a business. This is the corollary to point #1. Again, some of the most impressive deal guys out there are only that — deal guys. They’ve never run anything. To be effective in the integration and value realization stage of acquisitions, your hire must also have OPERATING EXPERIENCE.

Third, don’t hire anyone who hasn’t previously assembled and run a bona fide CORPORATE ACQUISITION PROGRAM. This is a very specific skill set. It means working with the BOD, establishing criteria/valuation parameters, organizing internal/external deal teams and resources, standardizing screening, acquisition procedures, etc. all coordinated to minimize miscommunication and mistakes. To be successful, an acquisition program must be comprehensive, highly uniform, and well organized. Time and capital are too precious for ad hoc acquisitions orchestrated by beginners. The stakes are simply too high…

Lastly, and very importantly, give your new hire authority. Don’t have your CFO or your “semi” VP of Corp Dev periodically step in and run acquisitions. This will create confusion for all parties involved, and very important matters will be neglected when they have to go back to their “real” jobs. Of course, there will be overlap and interface with these individuals during acquisitions…there must be…but a single, dedicated leadership figure is absolutely necessary for the corporate development role. Dilute responsibility and authority for your acquisition program at your peril!

Good advice isn’t always easy to follow. Let’s see if my CEO friend follows my recommendations…

Posted by: Mory Watkins

Who Does Corporate Development?

One of the things I particularly enjoy about corporate development is meeting others who work in and around the field of buying companies. [BTW, feel free to contact me if you’d care to introduce yourself.] The people in corporate development are all interesting, to me at least, and seem very different from each other.

This actually makes a lot of sense because companies rarely approach the corporate development function the same way; it should follow that many different approaches mean many different types of people. The profession just naturally accommodates a great diversity of backgrounds and perspectives.

So where do the people come from?  The only research I’ve ever seen on this matter mirrors my theory that corporate development essentially fills its ranks with its service providers. Individuals come to the corporate development profession primarily via law, consulting, and investment banking backgrounds. And, certainly, many join prior clients, having already established themselves as a trusted counsel, consultant, or financial adviser on a previous deal.

And the balance? The remainder seems to come from internal promotion, usually via a lateral move from a related corporate function such as strategic planning or business development. But don’t these types of people lack M&A and deal skills? Yes, but I would guess that companies that approach corporate development via an internal hire do so with the expectation that they can be supplemented with someone, either internal or external, who has deal experience. The internal hire approach provides value via other means, such as deep knowledge of the organization and the relevant vertical market, integration expertise, and sometimes even industry stature.

The most common path to corporate development, again from my own observation, seems to be via investment banking. Investment bankers leave the cyclicality, long hours, and uncertainty of investment banking for the relative stability of corporate development. Investment bankers arguably boast some of the strongest technical transaction skills, and most have industry contacts and knowledge, but, in my opinion, they also lack requisite integration and operating skills. Investment bankers tend to be highly transaction oriented and many just aren’t accustomed to the longer-term people and strategic issues that arise in corporate development (no offense intended to any present or former i-bankers). If you’ve never run anything, how can you fully appreciate all that happens post-deal?

Oh well. To each his own. The people that I have seen thrive in corporate development are the ones who have wide perspective and varied experience — deal skills, strategic insight, and operating ability — and they come from all over.

Posted by: Mory Watkins

What is Corporate Development?

Today, I’d like to begin a discussion about Corporate Development and Corporate Development careers.

What exactly is Corporate Development and where does it fit in an organization?

There actually isn’t much consensus about what “Corporate Development” is. Wikipedia’s (current) definition, as good as any, says that Corporate Development encompasses “a wide range of strategies to meet specific organizational objectives.” The entry goes on to say that some of these objectives are internal, organic things — like growing management teams, offering new products, and expanding into new markets — and some of the objectives are outward-focused, like joint ventures and acquisitions.

I’ll admit to thinking of Corporate Development as being almost exclusively a business strategy focused on external, inorganic (read: M&A) growth efforts. To me, Corporate Development is about 95% strategic M&A. Period. I’m not entirely alone here; most companies and executive recruiters think this too. Check out Corp Dev executives and their related responsibilities on LinkedIn. Or, better yet, check out the position descriptions for Corp Dev jobs on any job search engine. You’ll see that the majority of the responsibilities for these positions is related to evaluating strategic deals and running the deal processes.

Still, there’s quite a bit of confusion and no two businesses or situations are exactly alike, of course. So, what isn’t Corporate Development?

To me, one of the closest executive suite relatives to Corporate Development is Strategic Planning. As the name suggests, Strategic Planning has both a strategic element (industry trends, competitive analyses, new business initiatives, etc.) and a planning element (vision/mission statements, budgets, 5 year plans, etc.) Yes, there’s overlap between Corporate Development and Strategic Planning…you can’t very well grow a company without thinking long term and planning strategically. Corporate Development, though, tends to be more focused on the nuts and bolts of doing the acquisitions while Strategic Planning largely seems to provide the reasons for doing the acquisitions.

Another term people often confused with Corporate Development is “Business Development”. But this one couldn’t be clearer, in my opinion. To me, Business Development is really just another name for “sales”, albeit on a more strategic level than everyday sales. Many businesses have high dollar, long sales cycle characteristics that necessitate a kind of strategic sales process that includes deep industry or sector knowledge, high level contacts, and a premeditated, macro strategy for generating revenue. A Business Development executive leads this process. Again, there is some obvious overlap with Corporate Development, and some companies even give Business Development jurisdiction over acquisitions, but I consider this to be a wholly separate discipline. Corporate Development is really more about strategic acquisitions, while Business Development is about making the (strategic) revenue sale.

Next time, more on Corporate Development and Corporate Development career paths.

Posted by: Mory Watkins