My Partner(s) and I Can’t Work Together; What Do We Do?

Quote: Disputes happen (my sanitized version of the often used phrase of unknown origin.)

It is tough to be in the business of serving entrepreneurs and not encounter a dispute or two between owners. I am not referring to the garden variety disagreements that happen on a daily basis, but major differences that lead to paradigm change. The most common form of this conundrum is one owner firmly believing that the glass is half empty and one adamant about the glass being half full. In this scenario, the more optimistic owner dreams of the future and touts expansion, investing and new hires; the pessimist blocks him at every step setting up an unworkable situation. So what do you do?

One of the techniques I have seen employed is to bring in outside consultants to set up processes to both help clarify the true nature of the differences as well as resolve them. One of my clients often used the phrase “says easy; does hard” and that is what I usually found with this technique. When people really have different business philosophies, it is difficult at best to identify all of the differences and just when you think you have, new ones seem to surface. Obviously, if you can’t fully identify the problem, you can’t resolve it. The stark reality is that in some business relationships, there exists what is referred to in many divorce filings as “unreconcilable differences” and when they are deep seated, attempts to resolve them almost always lead to failure.

Unfortunately, in this situation the only viable solution is the difficult separation / buyout / settlement approach. Now those that have followed my blog know that I am not a fan of liquidity provisions in shareholder agreements. Even if a price is set in advance, getting the appropriate financing can be a major hurdle. For some reasons, banks are not interested in loaning you money that is going to an important “former” partner and out the door leaving the debt behind to be serviced by the survivor. However, when this type of situation arises, in many cases the future of the enterprise is at stake so it is imperative that a separation be negotiated.

These transactions are very emotion packed and much like a married couples’ divorce, value seems to manifest itself not in the true worth of the item being negotiated but in the perception one owner has as to the importance of the item to the other owner. So terms and conditions as well as price suddenly carry with them a level of unreasonableness fueled by the years of feeling underappreciated or maligned and getting a deal done takes on a whole new level of difficulty.
So my advice here is first, to start a separation process if it is clear there are major business approach differences and engage advisors who are used to dealing with this type of situation. Qualified lawyers and advisors who have not dealt with this before tend to treat this as a normal sale which only delays the process. And be prepared to be patient because emotions add to the timeline, but do not place your business at risk by avoiding the issue. Unfortunately as we all know, disputes happen.

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You Have to Be Fiscally Responsible

“Friends don’t do this to friends.” – quote from a new client CEO when told his CFO was “taking” money.

For those of you who follow this blog regularly, you know my background as a long-time audit partner with EY. That experience has allowed me to be a trusted advisor to many business owners of all types and to see first-hand the issues I use as content here. I use few, if any, “geeky technical topics” and I usually leave the ugly side of the business out. But there is a disturbing trend I see with too many of this generation’s entrepreneurs that I feel is worthy of exploring. First, let me provide some background.

There is a popular acronym called KPI (Key Performance Indicators) that many owners today rely on to gauge the health of their business. KPIs may include average sales per day or employee, days of sales in receivables, unique users to a site, etc. Many come into favor as early-stage companies may not have revenue but need some objective data to monitor progress. All understood. But this tool is not so new. As a young manager (yes, before the internet but not quite when people used quill pens), I was always interested in what data owners of established businesses used to manage their company. Interestingly, while some referred to monthly financial statements, most used daily information on shipments, cash collections and weekly payroll. As to the last item, even the most unsophisticated owners always knew their weekly “nut” or payroll. They would leave the full accounting and finance function to the CFO but they always had a handle on KPIs. So why the trip through accounting history?

I notice more and more a bifurcation of tasks and responsibilities by today’s entrepreneurs. Once a financial manager of any type is hired, it seems everything finance related is delegated to that hire. Someone in an owners’ blog somewhere must have said this is the right thing to do; that administrative tasks just bog you down and you should abdicate your fiscal responsibility and only spend time on activities that bring value (product development, team and customer building, etc.) to make your venture a success. Not true.

So, the genesis of this quote. We recently landed a new early-stage client and as part of our process did some simple diagnostics. The CFO was a close friend of the CEO founder with complete charge for finance and a few other functions. Without going into details, the CFO was paying himself unauthorized bonuses. No accounting tricks; they were right there on the payroll register; the CFO just felt he deserved more money. We were astonished to find the founder never reviewed payroll; did not know what his nut was. He was devastated. In addition, the bond company is giving them a hard time about covering the shortfall citing inadequate supervision.

So, a simple lesson for owners of all businesses. It is perfectly fine to leave the core of the finance function to others but always have some minimum KPI type of checks and balances in place as your predecessors did. Take the advice from Chris Anderson as relayed in David Kidder’s “Startup Playbook” – “engage in the whole process.” Because in the end, it is a real challenge to be a success if you are not fiscally responsible.

Madagascar – Where Being an Entrepreneur is a Way of Life

“Necessity is the mother of invention.” – old English proverb

My wife and I recently visited Madagascar. It is a beautiful country with unbelievable landscapes, great people and of course lemurs. As I am prone to do, I saw this world through my own “colored” glasses and personally believe there are more entrepreneurs there than anyplace I have ever been. Now before you think I may have stayed in the sun too long or had too many THB’s (Three Horses Beers), please bear with me.

I am not sure about the official unemployment rate, but we spoke to dozens of people from all walks of life while we were there. Except for one, all were what we would call in the US, independent contractors. They were paid when they worked (office and factory workers, those in tourism, etc.) and not paid when they didn’t. So to survive, almost everyone has their own “business” – from performing some type of service to raising crops to clothing boutiques. Every town we visited had a plethora (thank you Three Amigos) of vendors selling everything from food to clothing to kindling wood. So I contrast this with what I see here every day and realize there are two big differences.

First, Madagascar is very poor so there are no “friends and family” to help support you as you go off to develop some new product or service. They need their venture just to survive; to pay the rent or barter to get food for their family. They are the ultimate risk takers – figuring out what they need to do to make it through the day – they are not living comfortably at home (or with friends) writing code for what hopefully will be the next killer app.

Second, they are unbelievably resourceful. Now I meet smart startup founders every day and they certainly know how to deal with limited resources. In fact, when I hold sessions and ask participants to describe an entrepreneur, one of the most common responses is they know how to get the most done with the least. But there, this concept is taken to a different level. There is little money and scarce natural resources, yet we visited “businesses” that:

  • Made aluminum pots (the same my Mom used for pasta) out of 100% recycled aluminum. They used everything from old building siding to car parts. By the way – no kilns for heat; just charcoal and the molds were formed out of silica sand.
  • Created inlaid wood pieces from recycled wood. Here the key tool was a saw; the body of which was constructed from car parts and the saw blades from the steel found in recycled steel belted radial tires.
  • Produced miniature model bicycles from 100% recycled bike parts – everything from hand brake cable to old tire spokes.

So now perhaps you can see what I admired about the entrepreneurial spirit there. Necessity for them is the mother of invention – both the need to survive and the need to make the most from what is available. Perhaps this “way of life” will inspire you to work even harder to make your venture a success because as tough as you think it may be, you are probably not as burdened as the entrepreneurs of Madagascar.

Profit is Not an Ugly Word

Leo Bloom: “Heh, heh, heh, amazing. It’s absolutely amazing. But under the right circumstances, a producer could make more money with a flop than he could with a hit.” – quote from the movie The Producers by Mel Brooks.

Some of you may recall this memorable line which was the premise of this classical movie. The plan was to raise a significant amount of money, find a play that would “flop” on opening night and keep the unused funds. An ingenious ploy; save for the fact that the play was a hit, more than 100% of the equity had been sold and the main characters ended up in prison.

So, let me begin by apologizing for the somewhat dour tone of this blog. I think of this line as I see pitches that seek to raise more and more capital with an apparent disregard for the spend or “burn rate,” with entrepreneurs chalking up their expenses to the investment needed to grow. Every entrepreneur I ever met believed they could grow faster with more dry powder. But the successful ones realized that just like one’s personal finances, at some point, you must “pay the piper” (face the music, come to Jesus, yada, yada, yada).

I would have thought we learned our collective lesson from the dot com boom / bust. Back then, despite substantial losses, valuations were sky high and investors began to focus on other “metrics” which soon took the place of the old reliable P & L. Just like the Cabbage Patch Kids, one day someone decided that these companies were in fact ugly, and shortly thereafter, most were trashed and entrepreneurs were sent home to live with their parents.

I want to be clear here; if you are running any type of business, you need a clear path to profitability. I saw a recent article with an entrepreneur calling out investors for just asking when the company would turn a profit, which the author interpreted as just stifling growth. How dare they? Well I ask, how dare you build a business model without such a pathway and put your stakeholders (especially employees) at risk with the hope that someone will be smitten with your traction or stickiness and rescue you with an acquisition deal? That’s not building a viable business; that’s the equivalent of legalized gambling.

Please do not get me wrong. I am not implying that one must be profitable to attract investors. If I believed that, I would not be so respectful of angels and VCs that make the early-stage ecosystem work. Thank goodness for them. But if you think investors do not believe that a sustainable business is nirvana, you just have not asked the right questions. That path to profitability must not only be clear but in sight.

The great entrepreneurs I know are better than that. They realize that this not a Max Bialystock shell game. They need to seek profitability and realize the clearer the path to this goal, the more likely it is their journey will be successful.

Do You Have What It Takes to Be an Entrepreneur?

“The difference between involvement and commitment is like ham and eggs. The chicken is involved; the pig is committed.” – quote attributed to Martina Navratilova

There seem to be more blogs and advice pieces today preaching of the coming evolution in entrepreneurship. It appears more graduates are trading in the traditional path of a career in a larger institution where they can learn a skill set for the opportunity to uncover some unwanted need in society and building a solution that can make them rich. For those of us who remember that famous scene in “The Graduate”,  “entrepreneurship” has replaced “plastics” as the one word of advice for a college graduate. We are also seeing more experienced people trading in that one final job in Corporate America for the chance to “be their own boss.” Entrepreneurship seems to be alive and well with role models like Bill Gates, Mark Zuckerberg and Jeff Bezos leading the way. (I guess it helps they are three of the four richest people in America.)

What is it that makes some of those who choose this route more successful than others? Many have written books, blogs and articles on what makes an entrepreneur. I have posted two blogs – “Can You Be an Entrepreneur?” (March, 2014) and “What is an Entrepreneur?” (April 2014) but it took a reminder from my sister (thanks, Ro) about the quote above to focus me on what it takes to make it as an entrepreneur. So, let me expand a bit further.

First, too many people use the word entrepreneur to describe anyone who is in business. I do not mean to disparage anyone, but the carpenter who works for a construction company and decides to start a small business and do a couple of jobs on his own when he is off is not what I consider an entrepreneur. An entrepreneurial venture should involve some risk taking; something that is disruptive and that creates value. It is not an avocation but the desire to solve a pressing problem.

I had the honor of having a front row seat to a cavalcade of successful entrepreneurs. I was fortunate enough to be involved for years in the EY Entrepreneur of the Year Program in New Jersey. Each year, we would be witness to dozens of successful stories from all walks of business. We had immigrants who came to the U.S. with no money or job or even a place to live but were committed to their vision and accomplished great things. We had a receptionist who learned her boss’s business so well that she bought it from him and made it an amazing success; and a toy manufacturer who introduced a product four times and after three failures, it became one of the best-selling products of all time. But none of them did it part time; the stories of sacrifice were emotional but inspiring. At the end of every EOY Gala, you could feel the excitement in the room; a renewed sense of commitment. A few winners announced they were inspired by what they had witnessed at previous galas and went on to accomplish great things. The common theme was one – – commitment.

So, if you have the real desire to be an entrepreneur, ask yourself if you are willing to sacrifice it all for what you believe in. Because the road to success is long and hard and those who are only involved will have a hard time making it to the end of the journey.

Leadership; You Will Know It When You See It

“I always admired a subordinate who could stand up and say ‘you said it, chief.’” – quote from a long-time entrepreneurial client

We have all had experience with leaders, and I would be the first to admit that I openly copied the leadership traits of those I admired. The above quote came from a client years ago as I was asking how he instilled the “followship” that is an important part of leadership. His backhanded comment was a reminder of the fact that without some respect (admiration and even fear), the effectiveness of a leader can be somewhat diminished.

I thought about this when I recently attended a session / presentation on leadership. A panel of successful leaders responded to questions and provided some guidance on this topic to the audience. As enlightening as it was, I was somewhat taken aback by the commonality of the message on leadership. While each took their turn at eloquently explaining what they believed a leader was, none captured more than one or two elements of what I thought made a leader. It was at that point that I realized that no definition could capture the wide range of effective leaders I have known.

What I also began to realize as I reflected on my role models was that it was an event or opportunity that allowed that person to become a leader in my eyes. It was action more than executive presence that defined them for me. While I had known most of my leaders and knew what they were capable of, it was an event that brought out their best. Two situations, both related to initial public offerings (IPO) come to mind.

If you have ever been involved in an IPO process, you know it is one of the most intense processes known to man. While not quite like sending someone to the moon, it relies on very timely coordination and execution from a diverse team to come to the right point in time where everyone can “sign off” and give the go signal. At times, that window is only open a day or two at best and if you miss it, you have to revisit the process. At the time of this decision, expectations are high as are the attendant professional fees.

In two separate cases, we were at that go or no-go point and each CEO stepped up and determined the time was not right and the deal was pulled. In one case, it was an experienced professional manager who had been through the process before, but in the other case, it was a business owner with a very unsophisticated business who saw certain parties in the process being pushed to the edge of the envelope. While he was not sure what was going on (and he had the most at risk) he sensed it was not right and stopped the presses.

Crisis, personal issues, conflicts, financial distress, loss of major customer – – I have seen various owners respond to these traumatic events, but it was the true leaders who did not let the situation control them but stepped up to show they were leaders. It was obvious to all present that they saw leadership.

So, as an owner, be prepared to show you a leader. You may in fact be a good mentor and coach to your team, but when the opportunity presents itself, be prepared to step up and do the right thing. The ultimate success of your company may depend on it.

Entrepreneurial Loneliness – Learning to Share

“It’s lonely at the top of Olympus” – quote from Emperor Nero (Dom DeLuise) – “History of the World” – by Mel Brooks

Some would say that today, we live in the age of the entrepreneur. As someone who has been in this space for over 40 years, I must say I tend to agree. When we first formed entrepreneurial services at EY, it was considered by most to be just small business. There was no Bill Gates, Jeff Bezos, Mark Zuckerberg or Steve Jobs back then. Each entrepreneur we met seemed to be possessed by this passion to set out to create something that big business wouldn’t (or couldn’t) do. They were the outliers; jousting at windmills and looking to accomplish the impossible. Looking back on all the innovation, financial success (can you say unicorn?) and social good, one can only say thank goodness for those early pioneers. It has been quite a ride and the juggernaut continues.

However, I see something a bit different in many of the entrepreneurs of today. While I still believe that deep down inside they want to change the world, they start out motivated by something a bit different; the ultimate vision of being their own boss. They raise questions like, “Why be creative for others?” and, “Why put up with all the office politics, infrastructure and chains which will keep me back?” Perhaps they just can’t find a job. But they love the image of that ultimate dream – – waking up in the morning and looking in the mirror and realizing you have nobody to answer to but yourself. Ah, nirvana.

So why the concern? To me there is an important part of the message of success that does not get delivered as forcefully as the image of the entrepreneur on a stage by himself or herself explaining their success to the world. Lost is the importance of the support cast. Where would Steve Jobs had been if Steve Wozniak had not been there? While every entrepreneur loves the fact that they answer to themselves, that same scenario conjures up visions of fear and uncertainty – – most feel personally responsible for the success or failure of their company. The immediate reaction is usually to do “whatever it takes” to make sure the business is successful. Learning to build a team and share some of that responsibility and “pain” with others does not come easy.

I am surprised that with all the business coaches and organizations that offer advice and the plethora (thank you “Three Amigos”) of guidance on team building that is prevalent in business media, I still get introduced (on more occasions than I care to admit) to successful business owners who believe they are on their own and who are feeling the strains of “being alone on Olympus.” My role with them sometimes morphs into a form of pseudo psychological therapy, but mainly it is just that of an objective observer offering advice that often reinforces what the entrepreneur believes but feels they cannot share with those close to them.

So please, as you build your business, find people to share your successes and your challenges – – key employees, advisory board members, advisors or peers. Many of those in your personal network are more than willing to help and support you on your journey. As the famous saying goes, “No man (woman) is an island,” and for an entrepreneur, no truer words were ever spoken.