Ben Smith: Eight Steps To Mastering Small Company Acquisitions

One of the biggest misconceptions in technology is that small acquisitions are less risky and require less attention than large ones. It is not true.

When Reply bought my company, MerchantCircle, in May it put several of my top execs in key financial and legal roles. The move was a clever way to bridge the two companies without burdening either team with integration chores.

There are numerous other secrets to avoid the pitfalls of combining early stage companies. Offer attractive long-term incentives, for instance, or show respect for the target company’s culture. Another smart idea is to assign someone to “people issues.” Whatever techniques you use, remember that buying startups with less than 50 employees requires an entirely different approach to execution and integration. Small company deals can easily go wrong.

I have read as many as 50 merger integration books over the last 20 years as a partner at the strategic consulting firm A.T. Kearney, the head of corporate development at Borland Software, and an advisor and investor to a host of startups. There is no Cisco Systems gold standard for buying small startups, though clearly Google and Facebook are two companies we will look to for lessons and pointers.

There are numerous reasons why young company mergers are hard and different. Here are five:

  • Eighty percent of a startup’s value is tied up in what it is going to do not what it has already accomplished. Startups are works in progress.
  • Culture matters. The DNA and culture of a startup are strong and sensitive. But teams are not big enough to protect them. So you can destroy startup DNA very quickly.
  • Everyone is important. Young companies have systems that have not yet been built out, and often only one or two people know how to handle specific items. Losing one person can be huge. So all employees are critical players, not just the senior team.
  • Most importantly, teams are focused on the hope and dream of changing the world. Being sold is by definition not that. So it creates a dramatic shakeup overnight.

Unless you want to be the company that sells off StumbleUpon, Del.icio.us, or Bloglines.com after you bought them – or worse, shuts down your $200 million purchase two years later – here are eight ideas worth considering.

Eight Steps to Success

  • If you want the business intact (instead of just the talent) leave the team alone as a separate unit with goals for integration over an 18-month time frame. If you want the talent, have it jump to a new project within weeks. You can see both these strategies playing out in the way Google handled YouTube and how Facebook managed some of its buyouts, like Parakey.
  • If you move the team to a new product, show respect for what it already built and its customer relationships. These relationships are probably deeply personal to the founders. You can see best practice in the way LinkedIn handled IndexTank. LinkedIn leveraged the team for its search expertise and is transitioning the customers over time. It also open sourced IndexTank’s technology to allow it to live.
  • Make decisions up front on the 15% who won’t fit in and who will leave in the first month. Then don’t lose anyone else. Get them excited about the direction and protect the culture they had before.
  • Don’t screw with things that don’t matter even if you think it will improve efficiency. And make those things you touch better, not worse.  Some things, like benefits, can be the third rail unless they improve, like they did for a lot of Tapulous employees after the Disney acquisition.
  • Push retention incentives in the short term to everyone on the team – and at a level that matters. Demonstrate trust on the little things, so these are credible and encourage people to get over the things you do change.
  • Put long-term incentives in place that are as big as what they received early in their company’s life so they still have the dream of winning.
  • Put a couple of people on each team on the other side. I mentioned how this happened when Reply bought the company I founded, MerchantCircle. MerchantCircle people stepped into leadership roles and helped smooth integration while not swamping the teams with added work.
  • Put a person in place who is 100% focused on people issues. These issues will come up.  If an employee finds something worth communicating, it will be worth communicating ten times in ten different ways. This won’t happen unless someone is focused on it.
  • Most importantly, opportunistic acquisitions rarely work, though they seem to come up frequently. At Borland, we put a process in place to look at areas and get to know key teams over a long period of time. Clear relationships and business cases developed before a deal ever started. There is no merger integration that can fix a bad deal.

Buying small teams has always been a huge driver of innovation in the valley. Do it well, and you have a competitive tool. But recognize that small deals are often as hard as large ones. And you can find 50 ways to mess one up.

Remember that list of 50 books? I’m not embarrassed to say I’ve turned to every one. In the end, though, nothing beats the experience of being on the buy and sell side of several deals.

(Ben T. Smith IV is a serial entrepreneur and investor. He co-founded MerchantCircle and Spoke.com and was a partner at the strategy firm A.T. Kearney. He is available on Twitter @bentsmithfour.)

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3 Comments

  • Ben,

    You are absolutely right to point out the challenge of small deals.

    However, companies like Google know that small deals are imperative in the software/services world today. Building software/services companies is easier than ever – so competitors can show up and take market share faster than ever. And because companies can be built without the promotion that comes with venture capital – they hit with less notice.

    We have built part of our Corporate Development Consulting practice around your last point – that tackling smaller deals requires consistent commitment to process excellence – much like sales.

    Happy to compare note over coffee.

    Chris

  • [...] To Mastering Small Company AcquisitionsBy admin – December 5, 2011Posted in: Lean ReTweet1 CommentsReprintsOne of the biggest misconceptions in technology is that small acquisitions are less risky [...]

  • New book idea for a pro who has ‘been there done that’ – Zen & The Art of Small Company Acquisition. We know a partner at Simon Schuster …

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