Bottom Line Business Insights : Maryland Business Lawyer & Attorney : Wagonheim Law Firm : Mergers & Acquisitions & Contractual Negotiation

By Michael Lentz, Wagonheim Law Attorney

If you own or operate a business, things are going to go wrong. With planning, preparation, and a little luck, your disasters will be small and infrequent, but they’re going to happen. A long-time client of our firm likes to say (quite correctly) that good habits are learned in bad times, and bad habits are learned in good times. The recent Super Bowl, and one of the contests leading up to it, provided a reminder of how right he is.

As most of our readers probably know, the Giants defeated the Patriots in Super Bowl™ 46 earlier this week. It was an exciting game throughout, with the outcome in doubt until the final play. Both teams could well have won. After the game, a Giants fan in the crowd was heckling Gisele Bundchen, the supermodel wife of the Patriots’ star quarterback, Tom Brady. Bundchen fired back that her husband “couldn’t [expletive] throw the ball and catch the ball at the same time,” essentially blaming her husband’s receivers for the Patriots tough loss.

Two weeks earlier, the Ravens’ epic failures in the last minute of the AFC Championship game delivered a massive gut-punch to sports fans in this purple-everywhere town. Lee Evans, a wide receiver for the Ravens, dropped a pass that would have won the game and sent the Ravens to the Super Bowl. Seconds later, Billy Cundiff missed a routine field goal attempt that would have sent the game into overtime. Instead, the Patriots were moving on, and I suspect a fair number of folks in Charm City were picking up bits of newly-broken television sets.

Less than half an hour later, Cundiff appeared at a podium to face the national media. He explained that the kick was one he’d made a thousand times in his career, and he just missed it. He could have blamed the snapper, the holder, the turf, or the wind. He could have blamed anything or anyone. He could have stayed silent, declining to give interviews – it would have been hard to blame him for slinking quietly home.

One of the reporters, recognizing that most players would have opted for the sanctuary of a locker room, asked Cundiff why he had come out. The first thing out of his mouth was “Because I have kids.” He wanted to set an example for his own children and others – wanted to teach them to take responsibility for their mistakes. He said, in essence, this was my job and, on this occasion, I failed. (Evans later said essentially the same thing to a different media cadre about his own performance). One commentator said that Cundiff should be cut, and his teammates should be upset if he returned to the team next season.[1] Teammates universally supported Cundiff.

I was genuinely uplifted, both by Cundiff’s comments and by the team’s reaction to the situation. I hoped that his comments would get as much media coverage as his missed kick (not quite, but almost). The reflexive instinct to blame someone else has become almost as American as apple pie. How could it not? Congress and the President fill the nightly airwaves with two things: bad news and attempts to blame the “other side” for the bad news. Not long ago, our credit, as a nation, was downgraded. The downgrade occurred almost entirely because the rating agency didn’t trust the nation’s leaders to work together to get anything done. 

Unfortunately, the tendency to avoid responsibility is pervasive in businesses as well. Many businesses are burdened with employees who leap at the first chance to throw a colleague under the proverbial bus. The “blame-somebody-else” culture is terribly destructive for a business, for at least two reasons. First, employees concerned about figuring out who to blame for a problem or mistake probably aren’t trying to prevent the problem or mistake from recurring. Second, employees who routinely blame their colleagues, even correctly, are corrosive to morale and office camaraderie; employees become defensive and isolated, instead of cooperative and collaborative. Likewise, an employer who’s overly focused on assessing blame may create such a culture. More importantly, focusing on blame too much or too soon might mean missing an opportunity to remedy the effects of the disaster, or at least prevent another similar one.

As a business owner, your employees are going to make mistakes; that’s for certain, and it’s not something you can entirely prevent. You can control how you respond to them and, to a lesser extent, how they respond to them. Certainly, you can neither tolerate nor encourage consistently substandard performance. But neither should you allow an isolated mistake or lapse in judgment to derail or hinder an otherwise promising employee or career. Focus instead on learning from the mistake; learn what happened, and why, and how it can be prevented in the future. If you respond in a measured and reasoned way, they likely will too. Instead of shirking responsibility, you may find that your employees are more willing to embrace it.

Employees willing to stand up and admit their own mistakes will quickly earn the respect of their colleagues. Those who throw their colleagues under the bus will quickly find themselves isolated, and you’ll find your business divided. When enough people get thrown under the bus, it gets cozy down there, and pretty soon you’ve got a cadre of “thrown,” who resent their colleague(s), and a cadre of “throwers,” all thinking their colleagues are incompetent and looking to save their own skin.

Billy Cundiff’s miss two weeks ago was surely an awful time for any Ravens fan, but he taught his kids (and anyone else listening) a fantastic habit. He made one of the worst mistakes that someone in his profession can make, in front of a national television audience. Given the chance to hide, or blame, he did neither – he stood up and admitted that he failed to do his job. 

If I ran a business, a stand-up guy like Cundiff is a guy I’d want around, whether he could kick or not – I might not keep him as a kicker, if I thought he couldn’t kick, but I’d find something for him to do. 

An employee willing to stand alone in the middle of a disaster, as Cundiff was, usually finds he’s not alone for very long, as Cundiff did. Employees willing to take responsibility make teams, and bring people together; look for and reward the Cundiffs on your team – leave the diva supermodels to somebody else.

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I was straining to hear the other parties to the conference call as the two sides debated a sensitive issue with significant ramifications. The matter at hand was a large corporate sale spanning several states, two separate buyers under family control, and one seriously ticked off lender. 

The professionals on the phone – meaning the lawyers, accountants, and one person with the vague title of “consultant” – knew that the deal was about to blow up.  And that’s when my client chimed in with something just this side of insane. There was a long pause during which all we could hear was breathing and a muffled cough.  And then the buyer began to talk.

My first thought as I listened to the buyer stammer through a response was “dear God, they’re actually considering this.” Thirty days later, the completely unreasonable point raised by my client during that conference call became part of the deal with only minor variations. 

I’ve reflected a great deal on that conference call. The experience was not singular in my career as I’ve had other moments like it. But this one really resonated, perhaps due to the stakes involved.  We had spent months and significant dollars negotiating this deal and everyone seemed at the end of their proverbial rope. One more jostle, it seemed, and the deal would unravel. Well, my client not only jostled the arrangement, he put his entire weight on it and jumped. In the end, he got precisely what he wanted.

In sports, we often hear that the winner is the one who “wants it more.” I have always found it hard to believe that there was a locker room in which the desire to win was markedly lower than was present in room across the hall. But here’s what I’ve learned in business: the winner is frequently the one who wants it less. My client had the other side convinced that he could walk away at any time – that he was slightly more than ambivalent about the deal and that he could take it or leave it.  The other side wanted it…and my client dared them to prove it. By closing on my client’s terms, that’s just what they did. 

In my experience, too many business owners, even (especially?) those who pride themselves on their negotiation skills, sustain the other side’s objections. They take a look at possible terms and remove them before the other side’s review because there might be an objection. Now, I’m not suggesting that every document be drawn up to reflect the hardest possible line, but I am proposing that you “pay yourself first.” Take a good hard look at the things you want to get out of the agreement and beyond. Then ask for them. 

Sure, you may have to back off a few key demands, but time and time again I have seen my grandmother’s wisdom pay off: “If you don’t ask, you don’t get.” And if you do ask…well…sometimes you’d be surprised.

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"Our lives begin to end the day we become silent about things that matter.”

-- Dr. Martin Luther King, Jr.

Yesterday, on the federal holiday that is Martin Luther King Jr.’s birthday, I went to work. And, truth to tell, I was too consumed with client concerns and various front-burner issues to give much thought to Dr. King during the day. Last night, however, I found myself in a dinner table discussion arising from my youngest son’s inquiry about; (i) why the schools were closed; and (ii) what the Google doodle for the day meant. 

For those of you who may have missed it, the Google doodle highlighted Dr. King’s “content of their character” quote. In our discussion, however, I found that that expression did not resonate with my children as much as some of his others. Perhaps so because it is expressed in the passive voice – “they will be judged” – rather than in an active voice which would make the listener the thought’s protagonist. In either case, the quote at the outset of this entry made our conversation much more concrete. It was here that the conversation turned from what they (the people who judge others by color) should do to what we should do if we witness a wrong that matters.

Last year, I recorded a video centered on the idea that “you teach what you tolerate.” My focus, then as now, was on business practices. Now I know that Dr. King’s message was crafted to raise the consciousness of a nation, rather than the productivity of a workplace, but the same truth applies. As business principals and managers, our businesses begin to decline the day we become silent about things that matter. 

In the Republican debate last night, Newt Gingrich and Rick Santorum once again directed their fire at frontrunner Mitt Romney over his tenure at Bain Capital. It was fascinating theater, made even more so by the backdrop of the seeming Party of business frantically trying behind the scenes to get the candidates to tone down the attacks on the free enterprise system. The controversy begs the question: Is there an inherent conflict between the ideal unbridled self-interest that is the capitalist system and the universal truth that turning a blind eye to things (including things other than money) causes ourselves and our companies to diminish? 

I don’t think so. I believe that adherence to core values is, in and of itself, good business. I would submit that, in business, what causes most companies to begin to die is not a conscious decision to turn away from core values, but rather a reluctance to take action when witnessing transgressions or problems that matter. From the seemingly trivial (dress code) to the indisputably significant (price gouging, customer disservice, and policy indifference), we as business owners teach what we tolerate. 

In the running of a company, just as in the redemption of a nation, silence is fatal in the face of things that matter.

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I am always attracted to the edge of the flame – the flickering boundary between the candle and darkness, where the fire seems to dim to a burnt orange. My eyes hover there, and it is in that place that I find the most meaning. 

Chanukah is known as the Festival of Lights, but Christmas and Kwanzaa could also carry that label. Through its trappings and teachings, each holiday compels us to focus on light and warmth; the light of shared values, the warmth of family, and the brightness of hope and peace. We are told in the verses of our worship that, unlike so many candles, our holiday lights need not flicker and die in the space of a few hours, provided we make it a point to carry their light with us throughout the year to come.

I am writing this blog in a bleak time of economic uncertainty. So many families are under stress and our leaders seem incapable of giving more than lip service to the commonality of our purpose.  But it is precisely this commonality of purpose that marks the readership of this blog and others like it. 

The website of the advisory group Vistage features the statement: “wherever you see a business, someone once made a courageous decision.” That statement resonates with me, and I have cited it in other entries. I see those courageous decisions as individual choices to keep the darkness at bay. These choices…these decisions to start and persevere with businesses – especially in times uncertain – live on the edge of the flame and each, in its own way, carries with it hope.

The coming year will bring us large events to consider and experience. But in the midst of the tumult which will, no doubt, characterize a good part of 2012, let us remember the brightness of this holiday season, conspire together to push back the darkness, and find within ourselves the courage to live the words we pray.

Happy Holidays from Eliot Wagonheim and Wagonheim Law.

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After I turned 40 (quite some time ago), I realized that my fantasies had changed. The fantasy goes like this: 

One day, I’ll leave my office and check into a hotel. I will tell no one where I’ve gone. I will turn off my cell phone and be completely inaccessible. My wife will simply think I’m at the office. My office will, of course, simply think that I’m at a meeting. But I’ll be shacked up in a hotel instead. 

And for the rest of the day, and perhaps into the night, whether I watch mindless television or check out the hotel pool, I’ll do precisely nothing.

I have recorded data, but were I to hazard a guess, I’d say that 90% of the most important, top-level planning I’ve done for this firm has been accomplished outside of work hours. I crystallized our mission and wrote a good portion of the 2011 business plan while on a six hour layover in the Dallas/Fort Worth airport in the summer of 2010. Our Empty Hourglass Program was born in a hotel lobby in Fort Lauderdale. Our mobile app? That can trace its origins back to a GameStop with my kids in Shrewsbury, PA. I see these examples as neither accident nor coincidence. 

I was recently introduced to Mike Brooks, a person of achievement and insight, who happens to be an extremely accomplished financial planner. He told me, and I hope I’m not speaking out of school by revealing one of his bedrock principles, that he has a quarterly “retreat” (my word, not his) hardwired into his calendar. It could be a week, it could be a long weekend, but regardless, it always constitutes a break from his day-to-day business routines. 

Why? 

Because of the Dallas/Fort Worth layover. Because of the Fort Lauderdale hotel lobby. Because of the Shrewsbury GameStop.

Too many business owners become overwhelmed by the trees to contemplate a view of the forest. Whether it is concern about keeping the lights on, meeting payroll, or just over-commitment, the possibility of a day or two reserved to contemplate the business as a whole remains…well…a fantasy.

For myself, however, I resolved – perhaps a bit too early for a New Year’s resolution – that I will not rest on the hope that my next big idea will come to me unbidden in the Dallas airport. Instead, I plan to follow a well-considered example and hard wire some time for innovation. 

Sign up for our webinar on Business Planning!

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Perhaps one of the most misunderstood aspects of drafting documents relating to corporate transactions is the function of the documents themselves.  Many business owners believe two widely-held myths: (1) that the contracts signed in connection with a transaction are documents designed to be used in court if and when the deal goes sour, and (2) that in litigation over a contract, it is as least as likely that the jury or judge will find in their opponent’s favor as in the company’s favor. For these reasons, many business owners feel that the cost/benefit analysis when deciding on whether to hire and pay a lawyer to accurately document the transaction comes down clearly on the “costly” side. After all, the reasoning goes, there’s only a 50/50 shot that the company’s interpretation of the contract will prevail in court, so why pay lots of money to a lawyer up front for only a 50/50 shot of recovery later on?

However, corporate transactional documents are less road maps to litigation than they are memorializations of the transaction and guides to performance in the future. If a transactional document is drafted well, it will precisely delineate the responsibilities of each party going forward, and serve as a written reminder of exactly what the parties have agreed to do. This may seem self-evident, but it is surprising how often a poorly drafted or incomplete contract will actually result in confusion or bitter arguments over which party is responsible for what performance and when, all of which can lead to, rather than prevent, litigation.

Whether you conduct business with estimates, proofs, invoices, electronic orders, or purchase orders, you must identify the crucial terms for each transaction and make sure they are contained in a writing signed by the customer. These terms include:

• What each party is supposed to do (or not do)
• When the deadline is for doing it
• What happens if one party doesn’t do what it is supposed to do
• How much you are to be paid
• When you are to be paid
• What happens if you are not paid (e.g., are there interest charges or reimbursement for attorneys’ fees, etc.)
• Who is responsible for payment

In many cases, businesses would do well to develop a “Master Account Agreement” which contains the so-called boilerplate terms which are common to each transaction. These terms would include such things as finance charges, reimbursement for costs of collection, limitations on your company’s liability in case something goes wrong, and where suit must be filed, among other provisions unique to your business. Once the customer signs this Master Account Agreement, each subsequent transaction can be documented by a much more simple purchase order, estimate, or even invoice containing information more specific to that particular matter. Well coordinated documentation will confirm that each transaction is governed by the terms and conditions set forth in the Master Account Agreement.

The decision to examine and reinvent the way a company does business is one of the most important decisions an owner can make. With very few exceptions, the expenditure of some upfront time and money in this effort will save tens, if not hundreds, of thousands of dollars in the years to come.

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This past weekend, my wife and I stopped in at the Great Grapes Wine Festival at Oregon Ridge. Beautiful day, live music, smiling people all around, great gathering of Maryland wineries…what could be better? Only one thing to complain about as we entered the festival – the business analyst part of me wouldn’t shut up. 

The voice started up when we walked up to buy our tickets -- $25 for each adult, $20 per child. Cash only. 

Those of you who remember my post, Rule #1, will recall that I believe the first imperative in just about any endeavor is that you make it easy for people to do what you want them to do. Great Grapes wanted paid attendance; the more people, the better. 

First Violation

Great Grapes had implemented a cash only policy in a card-centric world. How many people do you know who routinely carry $50 in cash? If you factor in payment for food, guests would need more cash than just the admission price. Equally as important, the policy seemed to come as a surprise to many of those walking up to purchase tickets to the festival. Some turned around and walked out.

Second Violation

There was one ATM machine on site. The machine charged a $3.50 service fee and was set at a $40 maximum cash outlay. Translation: If someone wanted cash for two tickets, he or she had to process two transactions, resulting in double the time spent at the machine and an irritating $7.00 total service fee. So now, Great Grapes had an increasingly long line of grumbling would-be patrons waiting to be robbed by the one ATM on site so they could comply with the irritatingly narrow ticket purchasing policy. (At least the festival served alcohol.)

Third Violation

Having made it past the ticket counter, we were directed to a tent where we could pick up our wine glasses. There were pre-printed signs along the table reading (as best I can recall):

“So you’re the jerk who dropped your glass. Instead of creating a scene, please just pay the $5 charge for an additional glass and try to drink responsibly.”

Now, I get that the festival shouldn’t have to replace broken wine glasses free of charge. But do you really want to alienate paying customers from whom you want repeat business at future festivals by assuming them to be drunken jerks…and then labeling them as such in pre-printed signs?  

Make no mistake about it; we enjoyed our time at the festival, once the original irritation wore off.   We sampled some new wines and even bought a few bottles to take home. Unfortunately, that’s when we unwittingly began the course of events leading us to observe the…

Fourth Violation

As we prepared to leave one of the tents with the 2 bottles we had just purchased, the cashier asked if we wanted to take the bottle with us or simply pick them up at will-call. Pleased that someone would hold them for us, we accepted our voucher and decided on will call. Two hours later, the clouds swept in.

Here’s the scene: The band was playing, looking out on the crowd under fairly blue skies. The crowd was looking back, over the bandstand, to the rather ominous looking clouds gathering above and behind the band. People began packing up; first a trickle, then a flood toward the exits. That’s when we discovered that there was one will-call tent for all the wineries at the festival. The tent was manned by severely overwhelmed staff ill-equipped to deal with a large crowd, now being soaked by a serious downpour. Rumors of coming “golf ball sized hail” (that never came) swept over the line, causing already wet people to become anxious. 

The festival organizers had wanted people to view will-call as both a convenience and as another reason to patronize future festivals. Because it was organized in such a way that it was incapable of handling a closing-time exit (even if closing time came earlier because of the weather), it became yet another area of dissatisfaction.

Bottom Line: Each time the attendees touched the infrastructure of the festival, they came away unhappy. The sole reason for this dissatisfaction was the organizer’s failure, at each point of contact, to observe Rule #1. They clearly knew what they wanted people to do. The organizers understood, at each step of the way, what path they wanted patrons to take. They simply failed to make it easy, enjoyable, or memorable -- in a good way.

I’m wondering if they’ll do better next year. I may never know, of course, because I won’t be there to find out.

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The running of a successful business is a play in three acts:

1. Getting the business in the door;
2. Providing the goods or services in an exemplary manner; and
3. Getting paid…on time, every time.

The third and closing act – getting paid – is what separates a business from a hobby. When you do work, you deserve to be paid everything you are owed, on time, every time. How far short your company falls from this standard constitutes the measure of your receivables problem. What you do to make up the difference measures your determination to benefit from the fruits of your labor.

In most cases, the art of getting paid can really be defined as the achievement of balance between the customer’s tolerance for legal paperwork and the business owner’s exposure to the risk of non-payment. Every business, with the exception of those which conduct 100% cash on the barrelhead transactions, should be protected by standardized forms and a well trained office staff. 

The forms, ranging from master account agreements, account applications, estimates, or invoices all accomplish two vital missions: 

1. Protection of the business from the risk of non-payment; and
2. The provision of an incentive to slow paying customers for prompt payment. 

These terms include finance charges on overdue balance, the right to collect court costs and attorney’s fees in the event more formal collection efforts must be pursued, the selection of a friendly and convenient location for litigation, and the limitation on possible counterclaims. 

Each of the terms listed above, and a number of others custom tailored for each business, not only provide protection for the business owner, but also provide an incentive to slow-paying customers for prompt payment of your account. The incentive can best be described in reverse. I once had a client who incorporated a finance charge of 6% per annum on all balances due and unpaid after 30 days. 6%! This means that my client was actually providing non-paying customers with a loan at 2% below prime. He was, in short, not a squeaky wheel.

Slow paying customers must be given an incentive to put your invoice at the top of the pile. That incentive can be a discount for prompt payment or serious penalties for non-payment. Either way, your invoice is often in stiff competition for the attention of customers of limited ability to pay. Your goal as a business owner must be to position your account to win that competition. 

Toward that end, there is no substitute for persistence. Follow up calls within 15 days after the passing of a due date are mandatory. It is equally mandatory that the tone of these calls be professional and friendly. Anyone who has ever been on the receiving end of such a follow up call knows the difference between a call requesting attention and one guaranteed to lose a customer for the caller’s business. Nevertheless, those calls must be made, along with well worded follow up letters and consistent efforts to remain in contact with trouble accounts. 

Finally, each business owner must continuously fine tune his or her approach to collecting past due accounts based upon quantifiable results. In essence, each business owner must perfect for themselves the art of getting paid.

Get a Free Copy of my book "The Art of Getting Paid" by clicking here 

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A Business Plan is a living, breathing document that is assembled by a skillful business owner or manager with input from all sectors of his or her business. Correctly assembled, the Plan serves as a yardstick of progress in the short, medium, and long term. 

The most effective strategic business plans drill down from Vision to Mission to Goals to Tasks to Deadlines. For internal planning purposes, the Plan should project out no more than 18 months, should be examined every six months, and should be rewritten annually.

The best plans are often developed during a specifically scheduled and planned Strategic Planning Session. Depending upon the nature of the company’s management team, an independent and experienced facilitator can be invaluable in developing an effective strategic business plan that pays for itself many times over.

Despite many thoughts to the contrary, it is the small business (i.e. those with fewer than 500 employees) that can reap the most rewards from effective strategic planning. Unfortunately, too many business owners feel that strategic planning is either too expensive or a necessity only for larger enterprises. Nothing could be farther from the truth.

Bottom Line: Whether hand written at the kitchen table or developed using word processing and rich media, a Strategic Business Plan can be a business owner’s most valuable tool. What’s more, it works in the real world, not just in business school theory.

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This past weekend, I found myself building three raised garden beds for my son’s elementary school. One could easily tell that the project was as low-tech and unsophisticated as construction could possibly be by the simple fact that I was doing it. But there I was, tucked by the side of the school while remainder of the school population was out back enjoying the annual May Day carnival.

The project provided a good opportunity for me to work with my sons, 12 and 8, on some basic woodwork and construction techniques. You can have absolute faith that the word “basic” comes fairly into play because, again, I was doing it. As the morning wore on, it became apparent that the piece of advice I most often doled out was “measure twice, cut once.” I began to reflect on how important this homily is and how often it is ignored in most every walk of life…including business.

Projects are usually entered into with a sense of urgency. It may be because of the need to get started, the rush to beat a deadline or the imperative to show something productive. Whatever it is, the desire to produce something seems often to produce something… well… mediocre. Over the weekend, I couldn’t help but reflect on the fact that so many of the problems crossing my desk can trace their origins to this dynamic.

A few cases in point:

1. Plans and specifications are issued half-baked, kicking significant issues down the road because of the need to get started. The result? Change Order after Change Order after Change Order.
2. Parties to a transaction refuse to spend the time drafting a clear Letter of Intent spelling out their agreement on material terms, only to waste money down the road as attorneys exchange draft after contractual draft attempting to negotiate what should already have been resolved.
3. Banks fail to spend adequate time on commitment letters, preferring to present their borrowers with full loan documentation at the last minute, containing never-before-negotiated terms, severely straining their relationship with the customer
4. Web designers and business owners fail to take adequate time in the planning stages before coming up with the first mock-ups. (Because, as we all know, the design unveiling is the fun part.) The result is almost inevitably less than a perfect match with the client’s hopes, vision, and expectations.

In How Did that Happen?: Holding People Accountable for Results, coauthor Roger Connors submits that successful outcomes hinge upon “effective formation, communication, and alignment.” He explains that success hinges upon:

• Formation of the full plan;
• The investment of time to communicate that plan to all necessary participants; and,
• The need to receive assurance that the plan is aligned with the owner’s vision and the available resources.

Too many short-sighted organizations give in to the temptation of showing results before investing in the planning stage. Banks do it; so do developers, constructions companies, graphic designers, and (in a frightening realization) doctors. 

Instead: On your next project, fight against this temptation. Pay heed to deadline and client expectations, to be sure, but put off the instant gratification of the unveiling for just a little while longer to do things well. 

Chances are you will have built not only a successful project, but a lasting relationship as well.

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