20 February 2026

Transparency

Recommendation

At 144 pages, you could finish this slim volume in an evening. Its three, smoothly written essays combine to make an engaging book. Authors Warren Bennis, Daniel Goleman and James O’Toole, writing with Patricia Ward Biederman, blend references to well-known events with useful new accounts of transparency and opacity, and their outcomes. The writers focus primarily on concept and character, but they also offer specific suggestions for action. The essays fall between diagnosing what’s wrong with many organizations, and providing a manifesto on how to fix the problems by using transparency. The book is a clarion call for ethical action and openness. That alone is pretty common; who would openly call for dishonesty and secrecy? However, three things make this collection vital: the personal experience of the authors (especially O’Toole), the synthesis of history and current events, and the clarity of its ethical vision. BooksInShort recommends this book to all readers who are interested in business ethics, and to leaders who want to know how to make their organizations more transparent.

Take-Aways

  • Business transparency is the wave of the future.
  • Transparency is both desirable and inevitable.
  • A free flow of information enhances corporate performance.
  • This flow enhances trust, which enables collaboration.
  • Voicing divergent perspectives is necessary, but often very risky.
  • Leaders set a crucial example and provide a role model for how information should flow throughout an organization.
  • Many elements of corporate culture impede information flow.
  • Many aspects of professional and disciplinary training also impede it.
  • New media outlets, such as blogs, have transformed the demand for privacy and are democratizing the world.
  • Your goal is to create an organization where everyone feels free to speak up.

Summary

Transparency: What It Is, Why It Matters

You’ve probably heard or read about the term “transparency.” It seems like everybody is calling for more transparency or claiming to have transparent organizations. In reality, however, few organizations are really transparent and few leaders understand the concept. Transparency means “creating a culture of candor” where people feel comfortable speaking their minds and where information flows freely. Within a transparent organization, information flows to the right people, so they have the knowledge they need to make useful, ethical decisions. Information also flows readily back and forth between transparent organizations and the culture surrounding them, allowing for ethically consistent action, and a heightened awareness of social and economic concerns. You can tell how long your organization is likely to last by how transparent it is and you can predict how well teams will work together by how open they are.

“Trust and transparency are always linked. Without transparency, people don’t believe what their leaders say.”

As essential as transparency often is, it is not a universal good. Sometimes, people must keep information secret for business reasons, for example, to protect “secret recipes or corporate strategies,” or to meet “national security concerns.” Though such instances are relatively rare, many organizations consider them common, habitually hoarding information and being secretive. This markedly weakens companies and deprives people of the data they need to do their jobs. People don’t speak up, even when they know something is wrong, because they lack trust and even fear reprisals. The result can be as tragic as the space shuttle disaster, which could have been prevented except for an organizational culture at NASA that stopped people from communicating available, but negative, information.

“One obvious value of transparency is that it helps keep organizations honest by making more members aware of organizational activities.”

Organizations that routinely blur access to information face new challenges. In previous eras, large, powerful governments could keep secrets. They could even secretly kill people or cover up terrible failures. Those days are coming to an end, due to the emerging spread of electronic media. Public resistance to a “proposed chemical plant in Xiamen, China” is a fine example. Even though the Chinese government tried to censor Chinese bloggers, they nevertheless broke the story, publicizing it so that the mainstream media picked it up. Kryptonite bicycle locks offer a corporate example. The company might have been able to minimize the faulty nature of its locks and to keep distributing second-rate products had someone not posted information about how to open the locks with ballpoint pens. When online instructional videos about how to pick the locks followed this information, thus documenting the problem and raising the level of threat that it would happen, Kryptonite was forced to acknowledge the problem and replace the locks, at a cost of $10 million.

“It goes without saying that complete transparency is not possible – nor is it even desirable, in many instances.”

Blogs make transparency more likely. Because they are so easily accessed, they can circumvent previously established barriers to the flow of information. In 2005, Minnesota bloggers publicized Canadian court testimony that was illegal to publish under Canadian law. Because blogs transcend borders (unlike physical publications, which must be mailed or shipped), such borders become transparent. Blogs and all forms of electronic media are many times faster than older print and broadcast media. This new transparency is both a promise and a threat. It brings people closer to the outside world, promises liberation from past limitations imposed by archaic power structures and provides tools to the masses. Now, the common citizen has access to information that used to be the property of kings and CEOs alone.

“Bloggers have the ability, previously limited to comic-book superheroes, to leap national borders in a single bound.”

Millions of bloggers are out there – gossiping, swapping jokes, sharing photos and being watchdogs over the powers that be. After all, “online columnist Matt Drudge” was the one who started exposing Bill Clinton’s affairs. Blogs are leveling, democratic and innately opposed to hierarchy – anybody can start one. However, many benefits of transparency operate independently of these new forms of media. When groups share information, even in meetings, they are more likely to make complex decisions. Sharing context is even better than simply sharing raw data. To make your organization usefully transparent, explain how everything fits together, what its goals are, its history and so on. Share financial figures with employees.

“Transparency, trust and speaking truth to power are complexly interrelated ethical and organizational concepts.”

On the down side, this new transparency invades parts of your life that used to be private; in fact, it makes privacy “a thing of the past.” These invasions can be quiet and abstract, such as when your local market tracks your purchases to derive a customer profile. They also can, however, be conscious, willful and disruptive. Even being well-intentioned doesn’t change the ambiguity of their consequences. Consider one Web site that lists people “who have agreed to testify against others, usually as part of plea agreements.” Although the U.S. First Amendment permits publishing such information, doing so allows anyone to learn who testified, thus putting witnesses in danger of being threatened or confronted. A more mundane example comes from the options you now have if a restaurant’s staff treats you poorly. You could write a scathing review and publish it. If you’re really upset, you might start a Web site or online community for sharing such stories. At the far extreme, you could create false stories, malicious reviews and outright lies about the restaurant. Obviously, these are not examples of pure transparency, but false stories pass institutional membranes just as easily as real ones.

“With its millions of intrusive cameras, its constant potential for trumpeting past indiscretions through cyberspace and its other discontents, the new reality will force us to adapt or go mad.”

The ability to generate gossip through the “blogosphere” pairs up with another curious contemporary development: the shift from depending on experts’ opinions to relying upon mass opinion, as exemplified in commercial publications, such as restaurant reviews, Web sites and broadcast news. Whether or not this is good, it leads to bad consequences, such as emphasizing speedy reportage, weighing all sources equally regardless of merit, and de-emphasizing substantive, reflective, well-developed journalism.

Leaders and Transparency

Leaders affect transparency tremendously. They set the standard for the flow of data and for interpersonal relations within an organization by making it clear that they really do want to hear all information and news, no matter how negative or painful. As a leader, you should demand “candor and transparency” in all organizational dealings. To demonstrate that you practice what you preach, take the first steps yourself. Share information openly and honestly, and show your peers and subordinates alike that you won’t get angry if they disagree with you. This doesn’t mean that you can’t get angry, though. Act on anger when it is ethically appropriate.

“As we have found again and again, one of the dangerous ironies of leadership is that those at the top often think they know more than they do.”

Recognize the ethical issues involved in transparency and do the right thing, spelling out your motives so that everyone can learn from your actions and reasoning. Your goal is to establish an organizational culture like that of Federal Express and Texas Instruments in their early years: a place where people on all levels feel free to challenge their leaders, where the pursuit of the truth and the best solutions trumps all other concerns, like ego and precedent, and where people are rewarded for challenging the status quo and not just going along with established practices.

“Trust, along with shared cultural assumptions, is the strongest glue binding people together in groups.”

Organizational choices that enable transparency and promote the free-flow of information can be informal or well established. George Washington knew that his high rank and intimidating reputation might give messengers reasons to distort the information they gave him, so he asked ordinary soldiers and civilians for their perspectives on upcoming battles. Many businesses now use “whistleblower software” to enable employees to raise delicate concerns anonymously. Some thinkers have suggested institutionalizing the tradition of a “corporate fool,” someone who has free rein to say what most people can’t. A less risky option is to articulate and circulate a set of principles for corporate actions that underscore transparency.

“When we talk about information flow, we are not talking about some mysterious process. It simply means that critical information gets to the right person at the right time and for the right reason.”

No matter which method you choose to enhance transparency, test it to see if it enables people to address the common but explosive topic of executive compensation – would you be able to tell your CEO that he or she is earning too much? For people to be able to discuss this or any difficult subject, they have to trust you. To earn their trust, act consistently over time. Balance the factors that pull you in opposing directions: knowing and acting upon your values in difficult times, seeking advice from others when appropriate and allowing yourself to be guided by it.

Barriers to Transparency

Numerous factors – some accidental – impede transparency. Leaders unwittingly set “a bad example for the entire group” when they hold information too closely. Sometimes they do so for understandable reasons, such as wanting to protect their reputations or that of the organization. Greed and desire for power work against transparency – think of the benefits to insider traders if they are the only ones with pivotal data. People also hoard information for more banal reasons. They may like knowing what others don’t know. “Structural impediments” can hamper transparency. For example, the divisions between organizations and jurisdictions in the American intelligence community, such as between the FBI and the CIA, can generate poor decisions based on incomplete information. Weak processes can lead to opacity, in a subtler version of the same problem. For instance, this can happen if your organization has information but doesn’t evaluate it, or if it uses flawed processes for evaluating the credibility and priority of its data. Giving in to the contemporary need for speedy action presents a common, simple bar to transparency.

“In a rational universe, organizations and individuals would embrace transparency on both ethical and practical grounds, as the state in which it is easiest to accomplish one’s goals.”

When you invest greatly in one choice, its “sunken costs” tend to keep you from gathering all possible information about alternatives. This may explain the sort of subtle blindness that affected leaders in the American auto industry in the 1970s. They thought they were honestly gathering the information they needed on the kind of cars Americans wanted, but they mainly considered people like themselves, who were already deeply invested in large cars. As a result, they missed the demand for something smaller and cheaper. Japanese automakers didn’t.

“Knowledge is still power. But as knowledge becomes more widely distributed, so does the power it generates.”

In the “shimmer effect,” people think too highly of leaders, smothering their voices to let leaders be heard. Unfortunately, extremely self-centered and proud leaders could reject information they need to hear simply because they didn’t think of it themselves. This is more likely in corporate cultures that anoint a few individuals as “golden boys and girls,” giving their opinions extra weight. Certain forms of opacity are built into the common practices of entire disciplines. For example, “automotive industry engineers” commonly don’t bring up problems unless they are ready to solve them. Holding regular meetings is a more generalized way to preserve the information flow, but when companies hold meetings without a clear purpose or set agenda, they get in the way of doing work or sharing information. In some cases, people keep “vital lies” from their families. While some “family secrets” may be good, like private nicknames used within the family, others are negative and highly damaging, such as accounts of sexual abuse.

Whistleblowing

“Speaking truth to power” has been both risky and necessary for thousands of years. The risk comes from the very real dangers involved. While most corporate whistleblowers don’t lose their lives, like messengers who brought bad news to kings and emperors in the past, making unpleasant truths public can seriously damage your career. Members of many organizations understand that they should not make unpleasant information public, and that they also shouldn’t voice perspectives that differ from the norm – usually the leader’s view – within the company. This leads to “groupthink,” in which members all think the same way. Groupthink undermines innovation, and it tends to devalue information that conflicts with the existing group view.

“Lack of transparency erodes trust and discourages collaboration.”

This can lead organizations to develop plans that are dangerously out of sync with reality. Such plans can lead to disaster, as seen in the Kennedy administration’s mishandled Bay of Pigs invasion of Cuba. It also leads to what are essentially purges. General Eric Shinseki testified to Congress prior to the start of the Iraq war that winning the war would take a far greater investment than the panel members thought. Donald Rumsfield and others in the second Bush administration denied this information and publicly criticized Shinseki. His counsel was rejected so fully that the General eventually retired. A simpler, more common risk is that because no one wants to contradict or criticize them, leaders can act too freely, overspending on poor ideas or designing corporate strategies that overreach due to unchecked pride. Sadly, when you are brave enough to carry undesirable news to a CEO, you also are likely to soften or spin it so it stings less.

About the Authors

Warren Bennis, author of On Becoming a Leader and co-author of Judgment, teaches at The Leadership Institute at USC. Daniel Goleman wrote Emotional Intelligence and Social Intelligence. James O’Toole wrote The Executive’s Compass. Patricia Ward Biederman co-wrote Organizing Genius and is a former Los Angeles Times writer.


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Transparency

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How Leaders Create a Culture of Candor (J-B Warren Bennis Series)

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20 February 2026

Corporate Universities

Recommendation

Author Annick Renaud-Coulon, a renowned innovator in the field of corporate universities, and chairman of the Global Council of Corporate Universities, teaches that corporations should contribute to the greater good by fostering “CSR and Sustainable Development Responsibility” within their internal educational institutions and programs. Explaining her innovative theories, published in this book in English for the first time, she focuses on using corporate learning to help groups and organizations achieve social ideals. Her book is a collection of scholarly expositions, ranging from the theory of citizenship and the state, to corporate responsibility and global regulation. Readers will find that her thought span is impressively broad as she lays the groundwork for her responsibility-oriented business case for corporate universities. Her book’s subhead – “Make Your Corporate University a Lever of Your Corporate Responsibility” – is the slogan of a 30-nation, five-continent conference she led on CSR and sustainable development. BooksInShort finds that her philosophical approach provides a very fresh, responsible pivot point for corporate educators who want to bring their programs to full maturity and utility. The book is particularly directed toward corporate university executives, chief learning officers, HR directors, executive committee managers, sustainable development officers, and those who are starting or managing corporate universities.

Take-Aways

  • Author Annick Renaud-Coulon created the business case for the next generation of corporate universities.
  • This model – “CSR plus Sustainable Development equals Responsibility” – helps firms develop a core sense of corporate responsibility through education.
  • The business case calls for promoting corporations’ ideals through educating employees and external stakeholders.
  • Responsible companies should ask: what depends on us? The reply: “Make your corporate university a lever of your corporate responsibility.”
  • The economic world must reconcile realism with humanism. It can no longer ignore bad practices, or social and environmental ills.
  • Management charters and standardized guidelines can help firms operate ethically, despite skeptics who view corporate responsibility as a marketing measure.
  • Corporate responsibility lies at the heart of global regulation as seen in various initiatives, the largest being the United Nations’ Global Compact.
  • Corporate universities are complex homes for applied education and strategies, as well as policy instruments for corporate responsibility.
  • Corporate responsibility leads to innovation, social integration and communication.
  • Some corporate universities have already paved the way for corporate responsibility.

Summary

Can Corporations Be Socially and Environmentally Responsible?

You may have heard a range of arguments about the ability of corporations to contribute to the greater good. People who oppose market-driven societies reject the concept of CSR because they view companies’ charitable activities as mere public relations exercises. These skeptics also label environmentally friendly deeds as “greenwashing.” This evolves from the confusion created by associating economic liberalism and global capitalism with corporations. Many CSR and sustainable development programs transcend this cynicism. Their leaders believe that the world’s citizens should try to fix its social ills by using whatever help is offered – even if the circumstances are not ideal and the parties’ motivations are not crystal clear. They insist that the world cannot afford to wait any longer, that it must act quickly to solve the colossal societal and environmental problems that states can no longer handle. Corporations can be responsible when their motivations are genuine and when they adopt a humble communication style.

How Responsibility Happens: Self-Regulation

Guidelines, codes of conduct and international agreements promote corporate self-regulation. Companies’ leaders understand the complexity of their environments, including the balances that ensure mutual survival. They recognize the importance of cooperating with all concerned parties: “customers, consumers, suppliers, employees and their families, business partners, local authorities and communities, educational systems, pressure groups and NGOs.” These entities are particularly important to organizations with offices and factories outside of their home territories. They cannot ignore their adopted surroundings. Instead, they can turn to the infrastructures offered by their internal operations and by local citizens to abet improvements in social equality, education, infrastructure and resources.

“Corporate university is a generic name given to educational structures based in private and public, commercial and noncommercial organizations, to help implement – through education – the organization’s strategies in human, economic, financial, technological, social and environmental terms.”

Big firms are obliged by global connectivity to no longer turn a blind eye if their partners or suppliers implement poor practices. Miscreants risk having their businesses halted, losing customers to competitors, or having to change a company’s name to leave a shameful past behind, as happened to Arthur Andersen after the Enron scandal.

“Like a UFO, the corporate university appears flawed, hybrid and empirical.”

Corporations report that various motives impel their social investments. Certainly, the largest influence is economic, but strong ethical, political and educational reasons also drive CSR. Some firms use social and environmental investments to manage risk and improve their reputations and market positions. Corporations have received so much social capital that they now must return benefits to the societies that have helped them prosper. Societies have a right and obligation to impose rules on global companies, which should take the lead in self-governance.

Corporations Are Under Multiple Pressures and Obligations

Global corporations exist in many different countries under diverse commercial laws. No supranational authority guides them. Thus, some independently promote global regulations and a global civil society. The closest thing to global regulation comes from international organizations that play a large role in current global politics and business, such as the United Nations (and its International Labor Organization), the World Trade Organization, the G8, regional authorities, international rating agencies, consultancy firms, associations and some governments. To ease the problems of incompatible standards, several organizations have created suggested guidelines for corporations, for example:

  • The U.N. Global Compact – Created in 1999, this is the world’s largest CSR initiative. It identifies 10 “Principles” affecting human rights, labor standards, the environment and the prevention of corruption.
  • The Organization for Economic Cooperation and Development’s guidelines – The OECD’s standards for multinational corporations codify an agreement among 30 nations.
“The idea of transforming a corporate university into a lever for Corporate Responsibility is a veritable paradigm, a new way of reshaping the world.”

Numerous international rating agencies, standards, ethical stock indexes and nonfinancial indexes also want to run the show. They exert influence on companies and international organizations. Some give awards to motivate corporations to standardize their practices, and to adopt accepted principles and social goals. Others sanction by exclusion. Examples include the International Standards Organization’s awards for quality (ISO 9000) and environmental management (ISO 14000). The Dow Jones Sustainability Indexes are another regulatory instrument. They rate firms on how well they manage the opportunities and risks of economic, social and environmental change to create long-range value. Another pressure comes from NGOs. Generally, businesses and NGOs do not hold each other in high regard. Many executives believe NGOs inhibit their work and overall competitiveness. Some companies have created their own internal NGOs in response. However, a number of independent NGOs, such as Greenpeace and WWF, have taken on large corporations and even entire industries, and have successfully changed their operational behavior. Other NGOs have recognized where their interests and expertise overlap, and have formed coalitions to exert more influence.

The Practical Side of Corporate Responsibility

Reading corporate annual reports is illuminating in one respect. Some companies, among a lot of others, succeed in getting CSR right, such as: Johnson & Johnson (USA), Veolia Environment (France), Petrobras (Brazil), Areva (France), Union Fenosa (Spain), NEC Group (Japan), Industrial and Commercial Bank of China, (China), Edcon (South Africa) and Anand (India). These companies naturally link their societal responsibility commitment to their core businesses: Johnson & Johnson focuses on public health, Veolia and Areva on the environment, and Petrobras and Union Fenosa on ecological protection. These companies are practical participants in the fight against poverty, AIDS and other pandemics, racial segregation, and other human tragedies – all crucial problems, not just nationally, but globally.

Corporate Universities, a Complex Phenomenon to Decipher

The term “Corporate University” suffers from vagueness, and hides a multitude of very different intentions and practices. The word “corporate” does not always refer to a commercial profit-seeking entity. It can also refer to a body of people who work toward a common purpose. Thus, corporate universities exist in public administrations and institutions, such as the D.A.U. Defense Acquisition University. Similarly, the word “university,” related to universal, is well known and can be understood in many languages. It means any community of scholars and masters. These terms signal collective work, learning and openness. Thousands of corporate universities now provide learning worldwide.

“[The company] must learn how to cope with the reactions that result from political movements or natural events. No island of wealth has ever survived long in a sea of poverty.”

Their vocations are diverse, but you can classify them, first, around major strategic ambitions: integration through corporate culture, change management and transformation of organizations, and integration of a firm into its environment. The second ambitions are operational: give people access to learning, help them manage their career paths, align their competencies to fit business strategies, optimize the value chain and implement corporate responsibility commitments.

Corporate Universities’ Responsibility: A Business Case

The route through a corporate university to CSR calls upon these principles:

  • Bringing worlds together, including the company and its internal and external stakeholders, civil society leaders, NGOs, international government agencies, etc.
  • Transcending both societal and organizational concerns.
  • Professionalizing top management and the charity culture.
  • Learning corporate responsibility through cognitive and experiential approaches.
  • Promoting general knowledge as a precious asset.
  • Providing honesty and coherency in corporate communication and responsibility.
“Sustainability reports can be a rich and empowering source of information whether you are a consumer, employee, investor, researcher [or] active member of your community.”

As you implement corporate university learning, you will move through five operational levels: 1) thoughtful understanding; 2) discovery by doing; 3) promoting understanding by acting collectively; 4) promoting mutual learning through storytelling; and 5) analysis of socially responsible efforts by the company and its employees.

The Path Already Has Been Cleared

These major corporate university programs each demonstrate a different approach to CSR:

  • Defense Acquisition University, U.S. – To achieve a “high performing, agile and ethical workforce,” D.A.U. perfected “ethics by e-learning.” So far, more than 125,000 employees have completed its online ethics courses.
  • Edcon University, South Africa – Edcon deployed a CSR initiative in partnership with traditional universities and the government to combat unemployment, and to enable people to earn their livelihoods and develop their careers.
  • National Australian Bank Academy, Australia – N.A.B.’s Academy focuses on creating fulfilling employment and a diverse working environment. Its programs foster an inclusive workplace atmosphere, and support female, indigenous and mature workers.
  • StatoilHydro School, Norway – StatoilHydro uses its corporate university as a mechanism for social responsibility. It trains more apprentices than it needs to benefit both the workforce and society. All employees must attend an anticorruption compliance program so they can maintain the firm’s high ethical standards.
  • Grupo Santander, Corporate Training & Development Center, Spain – Managers take an experience-based CSR training program to sensitize them to social realities.
  • Shinsei Bank University, Japan – Staff members participate in a corporate game to learn about CSR, as they explore the value the bank places on “community,” which is relevant both inside and outside the bank, particularly in engaging and retaining workers.
  • Petrobras University, Brazil – The CEO of Petrobras proposed integrating the Global Compact principles into the Globally Responsible Leadership Initiative programs the company’s university organized for its executives. It offers the bank’s employees a range of courses on health and safety, complemented by environmental programs on biodiversity, and eco-efficiency in air emissions, residues [and] liquid effluents.
  • Areva University, France – The University offers South African students a master’s program jointly taught by Sorbonne professors and Areva speakers, including five-month internships in European companies. Future graduates will be able to offer South African companies and administrations the competencies they need to strengthen the country’s dynamics and exert better control over major projects.
  • Motorola University, China – In six years, Motorola University trained nearly 5,000 CEOs, managers and engineers from state-owned enterprises in management techniques and Six Sigma practices. It has donated millions of dollars to local educational institutions and sponsors the China Hope Project, which helps student dropouts return to school. Motorola educates its employees on environmental protection and correct work procedures, and extends its business ethics training to suppliers, business partners and community members.
“The role of civil society has been consummated. In fact, it is now common for NGOs to attend ...intergovernmental deliberations...and to participate in a wide range of advisory and partnership roles.”

To achieve a socially ideal world, a supranational organization must guide corporations just as a conductor guides musicians in an orchestra. Until then, this evolution will have to happen one piece at a time.

About the Author

Scholar Annick Renaud-Coulon advocates encouraging public and private institutions to use their Corporate Universities in their efforts to promote social and environmental responsibility. She has written several books on the subject and is active in many related organizations.


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A Lever of Corporate Responsibility

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20 February 2026

Sell Your Business for the Max!

Recommendation

To sell your company, you must understand business valuation. You must find a qualified buyer. You must present your enterprise in the best possible light. You and anyone who represents you must be good negotiators. Get any of these wrong, and you may not be able to sell your firm for what it is worth. In this well-informed book, Steve Kaplan shows you how to get the best price for the business you’ve invested so many years in building. He expertly explains how to spruce it up to entice potential buyers and how to present it in the most compelling fashion. He provides worksheets and checklists to use during the process. With more than 100 business-sales transactions under his belt, Kaplan has the expertise you need in this specialized field full of pitfalls. If you have a business to sell, BooksInShort recommends reading his savvy book.

Take-Aways

  • Don’t wait for the perfect time to sell your business. That moment will never come.
  • Usually, the buyer chooses the method of determining the company’s value.
  • Whatever process you use, always estimate an upside value based on strong business prospects for the future.
  • Use the services of a team of professionals to sell your organization.
  • Include an M&A (mergers and acquisitions) specialist; he or she may be able to negotiate a better price than you could on your own.
  • Use a “business overview document” to present your firm favorably to prospects.
  • Make a list of the “unique selling propositions” (USPs) that make it special.
  • Convey the impression that your enterprise can run well without you.
  • Due diligence is as vital to the seller as it is to the buyer.
  • How you plan your payoff can be as important as the price you get for your business.

Summary

What Not to Do

Here’s a hypothetical case: Suzanne Baker opens a neighborhood café, Harvest Coffee Company, shortly after her divorce. Working seven days and 60 hours a week, she attracts loyal customers. The annual profit of the business grows to $80,000. Then, a chain coffeehouse decides to move into the neighborhood. Baker anticipates that it will offer her a buyout. She decides she wouldn’t mind selling and sets her price at $240,000, or three years’ profits. She also plans to ask the new owner to hire her to manage the business.

“Selling a business isn’t for the squeamish.”

The chain offers her $175,000, or less than “75% of her desired settlement.” Baker panics. If she refuses the offer, she’s afraid the company will lower it or move into the neighborhood and run her out of business. Pressured, she gives in and takes the $175,000. The new owner doesn’t offer her a position. Baker basically throws away $65,000 and the opportunity to work. If Baker had made a counteroffer she would have had a better chance of getting her asking price. She could have offered to stay on as manager as a “concession.”

When Should You Sell?

The perfect time to sell never comes. Make sure you understand why you want to sell: Are you looking for wealth? Independence? Knowing what you want will help you get it. In addition, you cannot get the maximum payout if you do not understand valuation, that is, how to determine the current worth of your company. Buyers and sellers develop their own independent valuations. To get the ball rolling, ask prospective buyers to submit a term-sheet, which should, at a minimum, describe what they are purchasing, the price they are offering and how they will pay. The term-sheet is an initial offer. It does not lock you into anything.

Valuation

Valuing your business is a two-step process:

  1. “Calculate the average earnings before interest, taxes, depreciation and amortization (EBITDA) over a five-year period.”
  2. “Multiply the average earnings by a factor relevant to the industry.” For example, a database firm may sell for “anywhere between six to 14 times profit.” To use a “comparable value” approach, check out relevant 10-Q and 10-K U.S. Securities and Exchange Commission filings, “financial search engines,” Hoovers.com, and EDGAR Online. Or, calculate your business’s “emotional value”: the price that would make you happy. The buyer will not care about this, but it can figure in your calculations. Always value your business on the upside, using a positive forecast for the future.

Lassie, Get Help!

To sell your business you may need help from a “tax adviser, accountant, financial planning adviser, attorney, mentor, representative or agent, [and] others as needed for your specific industry.” For a mentor, find someone who has sold his or her own business. A representative is also known as an “M&A (mergers and acquisitions) specialist.” The best do not charge upfront fees but rather make their money on commissions.

“About 98% of us want to get out of our businesses – some of us right away, the rest of us at some point in the future.”

As in the rest of life, first impressions count. Make sure everything about your business is shipshape before you talk to buyers. How you present your company may determine how much you can get for it. Create a “business overview document” that includes a “business overview, description of services, clients, operations, information systems, management and employees, financial performance, strategic vision for combined companies, [and] summary.”

The “Value Identification Process” (VIP)

To get top dollar for your business, use this seven-step Value Identification Process to make the buyer feel he or she is getting something special:

  1. “Identify and develop USPs” – “Unique selling propositions” are the assets and capabilities that make your business stand out from the crowd.
  2. “Select your USPs” – Focus on the ones that will be most meaningful to buyers.
  3. “Brand your USPs” – Employ acronyms to make them more interesting to buyers, for example, ACE – “automated cost efficiency.”
  4. “Create a descriptor sheet” – Use one to showcase each USP. Make it as compelling as possible. You may want to enlist an ad agency’s help for this purpose.
  5. “Create your vision” – Detail your company’s prospects. Then, write another version that describes the prospect’s business and your firm united.
  6. “Communicate your message” – Include USPs in the business overview document.
  7. “Present the organization” – “Organization” sounds more impressive than “business.”

Put Your Best Foot Forward

To motivate buyers, show them that your business does not need you to operate. No one wants to buy a “one-man show,” especially when that individual will probably move on. Develop a succession plan and share it with the buyer. Make sure your accounting is perfect. Have an independent accounting firm perform an audit of your company. Discuss your company’s work flow – but don’t reveal trade secrets or other proprietary information until you are well down the road with a prospect.

The Kinds of Buyers

Buyers fall into five categories:

  1. “Direct competitor buyers” – These are your competitors.
  2. “Complementary service buyers” – Firms that can benefit by purchasing your enterprise. Maybe you have customers they want, a distribution channel they can use or other assets they value.
  3. “Financial buyers” – These are entities such as “holding companies, private equity fund managers [and] venture capital groups.”
  4. “Preservation buyers” – Organizations that will buy your business to protect their own positions in the marketplace.
  5. “Opportunity buyers” – These include entrepreneurs as well as managers who are suddenly out of work.

Start a Bidding War

Follow these eight steps to encourage firms to bid against each other for your business:

  1. “Draw up your hit list” – Include all your potential buyers.
  2. “Select your lead” – Target your top five prospects.
  3. “Engage the five in discussion” – Contact the presidents. Provide “top-line financial or growth information.” Expect strong initial interest if your company is solid.
  4. “Select your stalking horse” – Use a low-priority prospect to put pressure on the lead prospect.
  5. “Generate the want” – For example, if a competitor wants to expand his or her business locations, stress the excellent locations you already have.
  6. “Spread the word – judiciously” – Call the presidents of prospect firms, explain that other organizations are interested in buying your company and tell them that you want to explore all options. This approach can work wonders.
  7. “Use a go-between” – Find a trusted individual outside your business (possibly your financial representative) to make the initial contact.
  8. “Play all your roles” – Learn to be “part businessman, part actor, part CIA operative and part poker face.”

Negotiate

Due diligence is crucial for both you and your buyer. Fully answer all your buyer’s questions. Work from the buyer’s due diligence list. At the same time, conduct your own due diligence to make sure you don’t experience any surprises at closing time. Request three years of financial statements, balance sheets and annual reports. Ask the buyer about pending litigation and his or her short-term business. Gain as much information as you can; what you find out may come in handy during negotiations.

“If your company is a moneymaker and you’re not eager to sell, you’re as alluring to a buyer as a shiny new lure to a hungry largemouth bass.”

Your every action, even phone calls and e-mails, can tip the negotiation one way or the other. Set your price. Make sure you understand the valuation formula you’ve agreed upon with the potential buyer, who usually designates which method to use. Do not make the first offer; wait for your prospect to do it. The prospect’s term-sheet should present the lowest price you will accept. Compare your valuation against your buyer’s.

“More than 90% of businesses do not identify and communicate all of their available value.”

Leverage your buyer’s vulnerabilities to get the best deal. During the negotiation, focus on one of your strong suits, such as higher margins or advanced technology. Emphasize comparable values if this enhances your position. Stress the possibilities for growth. Don’t get cute, pushy or hung up on minor details. Keep cool. And, never forget about your employees. They helped you make the company into an attractive asset. Do everything you can to protect their jobs and finances.

The Payout

Receiving the payout is usually the most enjoyable aspect of selling your business, but you should still keep an eye on two issues: “the timetable for payment and the nature of compensation.” Payments usually take one of three forms:

  1. “Upfront payment” – You get all your compensation in one lump payment. This is great if you plan to invest the money, but not so great if your business is poised for strong growth and a payout over time would mean more money in the long run.
  2. “Earn-out”– You bet that your company will become stronger and take your payments in installments according to an agreed-upon formula. This process enables you to disengage from the business over time, but it’s risky if the business does not do well, something you cannot control.
  3. “Upfront/earn-out combo” – You get paid now and you get paid later.
“A good selling strategy for you would be to lead the buyer into feeling excited and optimistic about the deal, without pushing so hard that the buyer gets deal fatigue.”

The closing is a (tedious) formality. You have many documents to sign. The “asset or stock purchase agreement” is the most important. It details your agreement, “including the representations and warranties,” as well as schedules, which include items such as “inventory, list of receivables...deposits, prepaid assets, contracts [and] customer lists.”

Mistakes That Can Kill Your Deal

You can do everything right – find a great buyer, present your business well, negotiate skillfully – but still inadvertently destroy your deal. Avoid these common blunders:

  • “The ‘Yak Yak’ Factor” – You have not sold your business until you have signed the contracts and received your payout. In the meantime, you have a business to run. Don’t cause anxiety among your employees about new ownership of the firm before it is necessary. If you tell even one person about your sales plans prematurely, the news will spread fast. Morale may plummet and important employees may leave. Suddenly, your business is not as attractive as it was.
  • “Invisibility” – Even if you hire an M&A specialist to negotiate for you, don’t drop out and become invisible. You, not your consultants, have the most to gain from the sale. Play an active, upfront role.
  • “The ‘Yee Haw!’ Factor” – Keep your eye on the ball; don’t get carried away by the vision of all the money you’ll make when the deal goes through.
  • “Deal fatigue” – Selling a business is a complex process that takes time. Sometimes, one or both parties get so tired of the process that someone backs out. To keep mentally fit, take occasional breaks. Eat right. Get enough rest. Exercise.
“For someone who has been totally involved in starting, growing and running a business, getting out of the game suddenly can be like leaving a roller coaster on impulse.”

Be prepared for a psychological letdown once you sell your business. Ease your withdrawal by spending a little time at the business after the new owner takes over. You’ll see that the company can continue to thrive under the new management, even though it’s no longer your baby. The best way to deal with the transition phase is to have a plan in place for your next steps.

About the Author

Steve Kaplan is a consultant to businesses. By age 35, Kaplan had built one of his firms into a leading promotion, marketing and database company in the U.S. He currently owns several other organizations, including a venture capital group.


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Sell Your Business for the Max!

Book Sell Your Business for the Max!

How to Prepare, Negotiate & Profit -- in Good Times and Bad

Workman Publishing,


 




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