Managing a Team Through an Acquisition

I wanted to write this week about a topic that is pretty much always in the forefront of my mind, and that is my team. While this is going to sound like a total cliché, it is true that you are only as good as your team. If one member is underperforming, then you are underperforming. This is especially true when you are selling your business!

When beginning the process of selling your company, one thing that should not be missed is aligning your team to the desire of the exiting. It goes without saying that your potential buyer will need to feel confident that things are not going to crumble when they become the new owner.

I have seen a number of people sell their companies and within 12 months everything has fallen to pieces! A very common reason for this is that the leadership team lose faith. The reality is that they are now part of a bigger entity, and they have just seen ‘the owners cash out’. So it’s not unreasonable that they will feel somewhat disheartened.  Well, luckily for you, this does not need to be the case. In fact, it is very possible to create an environment that will ensure everyone is not only aligned for the sale, but remain used for years ‘Post Sale’.

Let’s start with sharing the love (Shares)! Giving away shares is very complicated. If you decide just to give shares away to anyone who works for you, you will be in for a big surprise. Owning shares comes with lots of different rights and these rights don’t end with employment. So, if you decide to give a percentage of your company’s shares to someone, they will own these until the end of time. This is not a great methodology to motivate staff as your headcount will change, and if you can’t claim the shares back, you won’t have many left after a few years. So what is the solution?

In the UK, you can use what is called an EMI scheme. This essentially grants key staff a certain amount of shares. Then at the point the company is sold, they can realise the value. If they leave before this happens, then they cannot claim access to the shares. This means only the guys at the finish line get the medals!

Also, they are only required to pay tax based on the share price at the point the shares were granted. So if they work for five years and the shares become worth millions, they will only pay tax on the value of the shares when they received them. If the shares are granted when the company is new, or not making profit, I suggest applying to HMRC to get a certificate to confirm they are worth nothing. This will prevent a potentially ugly tax debate later on.

Read about EMI schemes at the HMRC website by clicking here

This may all sound great, but these shares need to make enough money to motivate the team to share your desired outcome. This means some frank discussions need to take place. Start by agreeing on what the expected valuation is and make sure the shares ‘Make Sense’. If your Sales Director made 100K in his last year and he has 1% of the shares. Then you decide to sell for 1m. They will make 10k! Hardly enough to make him motivated to sell. In fact this is more likely to demotivate them.

As a rule of thumb, I would be aiming to achieve two years of salary as a payout. This amount will always be life changing and motivate that individual to help the company sale go through. Also, keep in mind that if they qualify, they are likely to only pay 10% tax under entrepreneur’s tax relief. In summary, agree on a compelling percentage and the price you are willing to sell for.

Read about entrepreneurs tax relief on the GOV UK website by clicking here

One of the key reasons you need your teams alignment throughout the sale process is how intense DD is likely to be. Unless you are and have been an absolute saint, you are going to need to locate important documents, answer difficult question and attend meeting with your potential buyers. This will be very tough if your team would rather you didn’t sell!

Presuming that all goes well, what about once the company has been sold? In Addition to your team’s normal compensation plan, the ideal situation is to have some kind of performance based bonus structure. Typically, this will be linked to the post sale financial targets. Again, this figure needs to be compelling and ensure that the team will not leave when they are tempted away. Remember that once you sell, this will become public information and your team will be hot property. Headhunters from near and far will be approaching them, and it’s likely they will be able to command a premium now that have been part of a successful acquisition.

In addition, they will have just been given a fair sum of money. This means they are also prime candidates to leave and set up their own businesses, and this presents a huge risk to you.

My guess is that your team are a critical part of your success, so if you plan to continue that success into the acquisition, you will need them by your side.

It is also a good idea to dedicate time to speak with your team post sale on a regular basis to discuss how happy they are and how they feel the integration is going. I know that our team remain extremely tight and communicate almost daily.

Finally, I have learned that life is about sharing success. Nothing is more rewarding than seeing a loyal team buying their new houses, new cars or even just going on a well deserved break. These type of life changing events are what make it all worthwhile. If that wasn’t enough to convince you, think about any future teams that you will want to build. A history of helping others is far more likely to encourage others to join you on your journey, than a track record of only looking after number one!

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