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Upsize on Tap: The scoop on M&A

Jay Sachetti joined Jeff O’Brien, partner at Husch Blackwell and Dyanne Ross-Hanson, president of Exit Planning Strategies talked about the market for mergers and acquisitions, exit planning opportunities for companies that don’t end up for sale and how companies can maximize their eventual sale price during an early October panel at the first Upsize on Tap event at Summit Brewing Co. in St. Paul.

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by Beth Ewen
May 2006

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Dear Informer

Don’t hide, don’t panic if camera crew shows up

DEAR INFORMER:A TV crew showed up at my company, without notice, and I panicked, basically hiding in my office until they left. What should I have done, or better yet, what should I do if it happens again?

DEAR HIDING: It could be worse. You could have run after them, screaming obscenities and throwing chairs.

It’s good exercise, but PR pro Cathy Kennedy advises against it nonetheless. Be aware that the camera is probably rolling, and any footage of a lunatic CEO is sure to lead that night’s broadcast.

“If that’s all they have of you, they’ll use it,” says Kennedy, president of Cathryn Kennedy Consulting in Bloomington.

A better bet: Send someone who’s calm under pressure into the lobby to ask the camera crew what they want and when they need it. (Don’t go yourself, because right now you’re trying to get information and if you show up you’ll be asked questions.)

Try to buy time, so you can at least jot down a few key messages that you want to say. Chances are you already have some good lines, because you’ve already said some of them to your employees.“If you pause and think about it, you probably do have messages you could convey,” Kennedy says.

Which brings up Kennedy’s other point: Short of a federal raid, it’s unlikely that a camera crew would truly show up unannounced for “no reason.” In other words, if something is going on at your company or in your industry that could attract media attention, be aware.

Once you hold the company meeting announcing mass layoffs, for example, or the new policy forbidding people to wear pants at the office, someone is bound to call the press or to start blogging. So prepare your media plan along with the rest of your communications.

Jennifer Krempin is senior writer at Leonard Street & Deinard law firm in Minneapolis, and often handled media “attacks” — I mean, media spontaneity — at her former job at a hospital. “It pays to give some thought to who will be the spokesperson,” Krempin says, long before any camera crew shows up.

That person should be someone high up, but not necessarily the CEO if the CEO is no good at that kind of thing. Give that person some media training, too.

“Where people often collapse is they think if the media comes in, they’ve lost control,” Krempin says. You’re still in control of your business. You still own the property. “Part of the reason for asking what they’re looking for, it gives you a sense of control.”

In other words, it’s not necessary to stare into the camera and blather, just because someone asks you to. “You have a say in it as well, and if you do it kindly and graciously…” She didn’t finish the sentence, maybe because she was picturing that swearing, chair-throwing CEO in her head again.

One final idea, from Kennedy: A written statement can be a good option. “That’s accepted, and they’ll excerpt a sentence or two. That’s a good strategy, and that way you’re seeming responsive” without going on camera.

But then again, you might miss your chance to lead the nightly

Cathy Kennedy, Cathryn Kennedy Consulting Ltd.: 952.944.6559;  ***@************dy.com“>ca***@************dy.com; www.cathrynkennedy.comJennifer Krempin, Leonard Street & Deinard: 612.335.1520;  **************@*****rd.com“>je**************@*****rd.com; www.leonard.com

INTELLECTUAL PROPERTY

DEAR INFORMER: I was flipping through a magazine and saw my company’s tag line in another company’s ad. Can I do anything about this?

DEAR COPIED: It all depends, says Chris Schulte, an attorney at intellectual property firm Merchant & Gould in Minneapolis, on whether you trademarked your tag line.

“A slogan or tag line can be a trademark,” he says. The test is, are the goods or services similar enough that they could be confused?For example, Schulte explains, “my mark is Tide, and I’m using it in conjunction with laundry detergent. That’s the extent of the rights.”

Let’s say someone markets Tide dishwasher detergent — the trademark will probably hold. But if it’s a Tide-branded water toy, say, it won’t.

Before firing off a cease-and-desist letter, make sure to do some research, or better yet, hire an attorney to do it for you. You may find that the other company’s slogan was registered ahead of yours.  And if your trademark protection falls short, now is the time to fix it, before you invest more to build it.

Chris Schulte, Merchant & Gould: 612.336.4615; ******@************ld.com“>cs******@************ld.com; www.merchant-gould.com

MANAGEMENT

DEAR INFORMER: I want to practice open-book management and share financial information with my employees. But what do you do when the news is bad?

DEAR OPEN: This is likely to be a scary path, but those who’ve tried open-book management swear by its results.

Margrette Newhouse is one former banker and professor and current business consultant who applauds the effort to open up.

She knows it can be hard for the owners of privately held companies to do so. They’re often used to talking about money only with their banker, and then only if they have to.

“My perspective is, the more you can communicate with people, it’s terrific,” says Newhouse, who started the local chapter of business incubator Ladies Who Launch last fall. She was at M&I Bank.

Think of it as an overall approach that will help your employees help you solve problems as quickly as possible.

“The earlier you can highlight things that might not be positive, the faster you can get” ideas to fix the problem, Newhouse says.

Before starting, talk with employees to find out what numbers they care about. This could vary wildly by department or job description. Break it down by day, week or month, whatever makes sense for your business, so employees can stay on top of their numbers and adjust before it’s too late.

“Put together some metrics that are meaningful to everyone, so you can understand what the numbers really mean,” Newhouse says. Go well beyond the top line: what about new client acquisition, for example, or customer retention, average size of order, time on hold, time to ship.

Realize that many people don’t understand the details of financial statements, so explanation is key.

“What are the most important pieces?” Newhouse says. “Translate it. Give it a Cliff’s notes approach.”

She recommends weekly meetings to review the numbers you’ve chosen, to make sure “people are on top of each piece.”

Another thing: If there’s bad financial news, most employees will get wind of it anyway, and without accurate information they’ll assume the worst. They can see the gloomy look on the boss’s face, or notice all the closed-door meetings.

Information can get them to stop gossiping about the problem and, maybe, to start working on it.

Margrette Newhouse, Ladies Who Launch, Infigo LLC: 612.209.7629;  *******@*************ch.com“>mn*******@*************ch.com; www.ladieswholaunch.com

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