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What I've learned is that most companies that are really not in it for the long haul and just want to exit will pass the technical debt off to a much larger com
by devonkim 10y ago
What I've learned is that most companies that are really not in it for the long haul and just want to exit will pass the technical debt off to a much larger company that can supposedly shoulder the burdens of technical debt. The M&A process at large companies really don't look at how sustainable the codebase or infrastructure is - they only look at regulatory liabilities like super bad security practices and that's only if you're in a strongly regulated industry.
So, the current incentives mean "bang out code super fast, get rich, and someone else will figure it out." This attitude is a huge part of how so many bad acquisitions seem to be happening for the past maybe 10 years by various large technology companies as the VC owned market has grown so much compared to IPOed companies. Companies like HP, Yahoo, Dell, IBM, etc. are all in varying states of decomposition. Yes, the major tech giants are doing just fine but their M&A approach seems to be substantially different and they try to take on smaller companies and grow them before they have too much inertia keeping them from being adaptable.
Enterprise integration is a really hard problem that at this point is almost entirely impossible to approach algorithmically or from a technical solution. Sadly, you're not about to impress anyone in a technical interview how you managed to get a company's horrendous codebase to cleanly integrate with a big behemoth ESB - that doesn't signal anything about your ability to code or work with others evidently. Worse for the acquirer, the refactoring and painstaking tasks of integration are usually done with an army of hired guns that are very expensive and the work is non-scalable due to being entirely business-specific. In the process leading to the acquisition, many execs burn through their technical staff or their cap tables are messy and they wind up giving little to the engineers. The resentment alone causes a mass exodus and those most knowledgeable about the codebase depart while the execs have solidly backed their exits legally to get plenty of compensation while marking off a successful exit for future investors to look at as a positive signal for investment. Golden parachutes and different kinds of leashes hardly help until the next company trying to do the very same thing comes calling renewing the cycle of rewarding throwaway technology and IP. Then again in enterprise, 90% of what's being bought are patents and customer bases that have high switching costs with some vague notion of "alignment" with some marketecture diagram made by someone that hasn't touched or seen anything besides a sales demo in decades, so perhaps perception and suspension of disbelief is all that matters.
In many respects, I view a lot of codebases out there as evidence of the tragedy of the commons - it is a side effect of ignored externalities by every actor. There are so few incentives put into the market to make the cost of software maintenance lower it's mind-boggling how technology companies can stay in business.
- Clubber 10y agoThanks, that was an insightful reply. It's like when the banks pushed off mortgage risk to the public market before the great recession. Companies accrue massive technical debt (risk), but push it on the buying company who either isn't competent enough to DD the software, or simply doesn't care. In the end, someone has to pay for that negligence, but it's like playing hot potato or musical chairs.
- devonkim 10y agoIn hindsight, I think that the M&A process of companies is actually correctly aligned with their true costs. For most big enterprise "tech" companies, their biggest operating expenses aren't technologists at all - it's sales commissions (stock options are as a rule terrible for engineers at every old hat tech company). So instead of paying $4.2MM to acquire a customer or two, you acquire a tech start-up that already has the customers and the product people are mostly cogs - the technology itself is an afterthought. For the few companies where engineers are compensated like the sales folks in enterprise tech (about $300k+ up) it is now cheaper to acquire technology faster than to pay for engineers in-house to develop it - market fit is not a big deal because the growth model is easy to scale with minimal sales staffing costs (a luxury in business through and through). As for the question of whom pays for the negligence of M&As in the tech sector, it's mostly shareholders rather than the US taxpayer at least. With HP, IBM, and others laying off employees faster than Macy's and Sears the negative outlook is baked into Wall Street's prognosis of increasingly lowered expectations. Myself, I just wish I could slightly tweak index funds to exclude specific tech companies I know are complete garbage long-term (similar to cable unbundling trends). I know Vanguard probably won't do it for me but maybe the transaction costs will be low enough that excluding the junk companies that literally only exist on an index for being big and being a market leader is a net win.
- curuinor 10y agoGet short positions individually