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Questions
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Working with a new startup management team. We are wondering what is the most common structure for a new entity.
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We are in the process of improving our procurement department procedures. We want to validate the identity of each company we do business with.
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My company recently introduced a long term incentive plan for managers at my level. It just sounds like a deferred bonus program. How are they suppose to work?
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Answers
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Negotiations over a proprietary pipeline are always challenging. The seller wants an purchase price before disclosing any confidential information, especially financial information. The buyer needs information before making an offer. A bit of a chicken and egg problem.In cases like this you need some financial information before providing any purchase price. It is just not prudent to make offer without some financial information first. As the buyer, you have the leverage.The Indication of Interest (IOI) is, in fact, a great way to outline a purchase price (or more likely, a range of prices) and general terms, like stock or asset deal.For an IOI to have any real value it needs to give the seller a concrete idea about the price and structure. To do that, you will need 3-5 years of summary financial information. That includes income statement and balance sheet at a minimum, but would hopefully include cash flow statements too.With that information and your knowledge of the industry you can probably put together an IOI that will allow the prospective seller and purchaser to stop dancing around the topic and get down to a real negotiation.
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Sounds like you are correct to be concerned. There are several opportunities to address your industry decline. 1. Complete acquisitions that give you market leadership in your industry. You want one or more transactions that give you the largest share of revenue for industry or geography. This approach will allow you to win a disproportionate share of new business. You can also cut costs to improve margins. There is another benefit. Valuations of companies in declining industries tend to be reasonable because the prospects for growth are dim. On the flip side, large acquisitions in a declining industry can feel (and sometimes are) like flushing good money after bad. 2. Find high value niches in your industry to defend and support. In printing, you might have an attractive niche in certain materials (special papers, special inks, etc.) or in particular industries (banking, education, etc.). One of the dangers is that the niche is small in terms of total market size so it does not help deal with the declining industry problem. 3. Sell less attractive assets or businesses. Your company probably consists of several businesses or major assets. You could sell less appealing businesses to improve overall performance. What is less appealing? A business that is declining faster than other segments or is less profitable might be ripe for selling. The downside is that you still need a go forward plan. 4. Aggressively divest the core business. This can be breathtaking for any management team or board. The idea is simple: sell the entire business for as much as possible. Once the company has cash from the sale there are broadly two choices: a. distribute the proceeds to the shareholders, or b. reinvest (acquire) in an entirely new industry. As an interesting reference point, Nokia, the cell phone company has a had remarkable corporate history, from timber to rubber boots to cell phones.
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I am not an expert from the programming side, but there are difference from a procurement perspective. This video is a nice overview focused on hardware implications of SQL and NoSQL databases. This is a report from some very extensive performance testing of the two types of databases. If you want to learn more about NoSQL and MongoDB in particular, check out Michael Kennedy's blog. He is a highly rated expert on the subject. I've included a link below.
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There are several ways to categorize and distinguish leases and contracts. Some of the options depend on your needs. Within your contract management software, you should be able to track the subject of the contract or assists covered by the contract or lease. For example, you might create the following categories of assets that you lease: Vehicles Farm equipment Machinery Computers You can then run reports based on the type of asset even though they are all just "leases" in your contract categorization.
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it depends a little bit on the type of business. But here are a few things that every business plan should cover. Executive summary: write this last. It will be much easier to summarize your business once you have written all that component pieces. Product or service: Briefly describe the product or service you will offer. Make sure to describe it from the perspective of your customer or client. What is the value to your customer or client? That is more important than the features and functions. Marketing: how will clients learn about your product or service? Advertising? National, regional, or local? Try to include metrics, numbers of target audience members you have to reach for each buyer. Business model: this is often left out or not explicit. How will you make money? "Buy wholesale; sell retail" is a well understood business model. So is "subscription pricing." Lots of options. Just put into words how you will make money. Financial model: build a spreadsheet of start up costs and cost of goods sold. Nothing fancy, just enough so you can figure out when (or if) you will break even. Assume it will all two a lot longer and cost a lot more than you think, because it will. Team: described be the strengths of the team. Even if it's a small team, you want to identify gaps. For example, if you are great at marketing and your partner is a great chef, you have an incomplete team for a restaurant because you really need a financial person on the team. You initial business plan doesn't have to be longer than a couple of pages. The hard part is thinking through the issues enough to get the answers right.
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"Startup studio" is a fairly loose term that is applied to businesses focused on developing one or more startup ideas into viable businesses. They are usually not committed to just one idea or strategy, so their product / service focus may change quite a bit as ideas are developed and assessed. Sometimes this term is also applied to businesses that are more like hands-on venture capital firms that invest in early stage startups and become active as managers, etc in the startups themselves. See the Wikipedia entry for startup studio for more info.
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"NDA" usually stands for Non Disclosure Agreement. It is an agreement between two or more parties that requires one or more of them to prevent the disclosure of certain information (usually information that they have agreed to share or exchange).
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Proprietary deal flow refers to the source of an acquisition (or mergers and acquisition, M&A) opportunity. Corporate development executives and investment bankers generate "deal flow" for their employers or clients. Deal flow just means the number and quality of acquisition or investment opportunities that a business can consider. Leadership teams know that they will invest in a fraction of the deals they see and a fraction of the ones they invest in will success, so the more opportunities they can examine the better the chance of a good investment decision. Most deal flow comes from sell-side investment bankers trying to attract multiple bidders for a single investment or acquisition. Bidding on these deals tends to be expensive and rushed if the investment banker is doing his or her job. "Proprietary deal flow" just means that the prospective buyer found the opportunity and is the only suitor for the investment. These deals proceed at their own pace and valuations can be (but are not necessarily) more reasonable.
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