Mergers and Acquisitions Terminology

Whether it’s a first car, a first house or a first job, there is always a first.  The same holds true for mergers and acquisitions.  You will likely always remember your first M&A activity regardless of whether your company was the acquirer or the acquiree.  You might, however, remember it more fondly if you were a part of the acquirer as often job losses can occur if you were part of the aquiree company.  You will hear a number of terms tossed around that everyone in the room seems to understand.  Below are a few of the basics that are part of most M&A activities.

Acquisition of Assets– also known as an asset sale- A merger

or consolidation in which an acquirer purchases the selling firm’s assets.  The can purchase all of the assets or only a select few and are not required to accept the liabilities.

Acquisition of stock or a stock sale-A merger or consolidation in which an acquirer purchases the acquiree’s stock.  This means they purchase all of the assets and all of the liabilities

Letter of intent or Agreement in Principle–An outline of the understanding between the two companies, including the price and the major terms.

Deal Structure–The nature of the fee paid by the acquiring entity in a merger transaction. Typical deal structure may include stock, cash or other valuable.

Due Diligence–In the process of an acquisition, the acquiring firm needs to see the target firm’s internal books as well as to audit their systems, processes and salaries. The acquiring firm does an internal audit. Offers are made contingent upon the findings of the due diligence process.  Most due diligence processes go on for at least 90 days, but can last up to 6 months or more in complex situations

EBITDA–Earnings before interest, taxes, depreciation, and amortization.

Restructuring–This can be as simple as selling off an unprofitable or unwanted division or as complex as re-structuring the entire way the new entity does business and is branded.  This is especially important when there is vertical or horizontal integration required.

Synergy–When the two companies are properly integrated and functioning, an output is achieved that is greater than the output obtained when the parts function independently

Human Resources should always play and important role up front in any due diligence process, as well as in the process of the actual merger of the two entities.

HR Financial Due Diligence– assessing HR financial risks, liabilities, and plan structures of compensation, benefits, and pension plans, workforce dynamics.

Human Capital Due Diligence assessing Human Capital aspects including culture, organizational structure, performance management, and workforce development approaches

Time spent up front will ensure that there are less unpleasant or unexpected surprises as the M&A activity draws to a close.

Stereotypical Startup Culture Can Be Detrimental – Part 1

startup culture

This is the era of the startup. Between the simultaneous unemployment crisis America has been experiencing in for the past few years, and the technological boom that is seemingly unstoppable, startups (primarily in the tech sector) have been popping up left and right. With this influx of startups came an entirely new culture: one of relaxed schedules, no dress codes, huge personal freedoms, and a never ending supply of snacks. The stereotypical startup is full of young, charismatic go-getters who thrive in a “fun” and “casual” workplace.

While this new culture and mindset have been hugely beneficial for some companies (see: Google and Facebook), it may not be the right move for all startups. There are a few ways that “startup culture” can actually do more harm than good for certain startup businesses.

 

Too Much Money is Being Spent

This is actually one of the biggest problems that many startups are facing. Everyone wants to emulate the Google culture, with the free food,  the games, and the chic & fun office space. But, the reality is that most startups cannot afford those overhead costs. Many companies will use a lot of the money from their investors to foster this fun space. While this will absolutely make a great impression on both employees and clients alike, it’s important to make sure that your company is saving money and focusing funds on creating a viable product/service.

 

The Lines Between Boss & Subordinate May Be Blurred

The beautiful part of startup culture is that it’s generally an environment of openness and personal connections. For a lot of companies, “culture fit” is important and people are hired based on how well they will get along with the existing employees. This creates a comfortable place of work and creativity, which is fantastic for productivity.

However, this wholly democratic environment may may lead to issues when hard decisions or conversations need to take place. If the bosses aren’t seen as leaders, and are instead seen as friends & peers, it makes it difficult to reign in a rowdy team, or to provide disciplinary action when an employee is out of line.


 

Be sure to check out the blog next month to learn more about the potential downfalls of the stereotypical startup culture.