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>>He watched a couple of slides and thanked me for the input. I asked What about my chief architect role? He told me that was something they told me to get me t

>>He watched a couple of slides and thanked me for the input. I asked What about my chief architect role? He told me that was something they told me to get me to do the deal. I'm probably naive, but couldn't something like this be put into the acquisition contract, maybe even with monetary penalties if certain objective criteria (like reporting employee count or C-level meeting attendance) are not met? I realize that is not by any means bullet proof, but couldn't this kind of treatment at least be made harder?

tantalor 13y ago
This kills the deal.
- voidlogic 13y ago
  Really? I would think at the table you could say, 1. here is my concern, 2. here are examples of it happening to people in the past, 3. here is one idea I have have for addressing my concern, please share your thoughts... If a reasonable concern kills a deal just by discussing it, the deal must be very fragile. Even if terms are not added to the deal, I think bringing up the issue could be beneficial.
  - smacktoward 13y ago
    You can propose anything you want, but if the other party in the negotiation is the one sitting with the big bag of money, the easiest answer is always "no." Because that puts the burden on you to decide if you really care about your proposal enough to leave the room without the big bag of money if you can't have it. A big bag of money is an incredibly magnetic thing. Once most people walk into the room and actually see one, it becomes really really hard to walk out of the room without it. So what seemed like a reasonable concern before you walked in starts looking more like something you can live without, if the alternative is living without the bag.
  - wpietri 13y ago
    I think that's a very reasonable thing to bring up. But I wouldn't expect a lot. The actual deal is an understanding between people. The contract is the bundle of sticks you use to beat one another if the deal falls apart. Any contract term that tries to force a good relationship is basically nonsensical. If you're trying to enforce a contract, you're already in the situation where the relationship has gone bad.
danso 13y ago
I'm actually surprised the president of the company showed up, instead of a HR middle manager. But yes, I wonder how much Dave put into negotiating the contract...if he asked for concrete terms and was negotiated down, or if he negotiated in good faith without pushing hard enough?
- davewiner 13y ago
  It's his job. I was a board member, and at the time the largest shareholder in the company. He couldn't delegate this particular matter. He did the right thing, as he was imho doing the wrong thing.
smacktoward 13y ago
You can definitely get a title into a contract, that's easy. Getting something in that makes the other party take the title seriously is harder. How do you require someone to respect your opinion? You could try something like demanding X number of reporting employees or Y execs who agree to attend your meetings, I guess. But the other party is going to reflexively resist getting down to this level of detail in the contract, even if they're completely sincere about the promises they've made to you, just because no business owner likes to have their hands tied operationally in such a way. Not to mention that even those types of clauses can be worked around -- you get a guarantee that the COO will attend a weekly meeting, and then he makes a big show each time of answering email on his smartphone rather than paying attention to what you're saying. Might seem unfair to you as the acquired party, but everyone else in the company will be rooting for him against the "outsider."
- AJ007 13y ago
  There is an easier way to do this, you talk to other owners who had their business's acquired and see what they have to say. You can do this when any major contractual relationship occurs. Either they will be very happy to tell you how amazing the deal was, or they will speak endlessly on what a pile of shit those involved were. Its easy to ask. Companies develop reputations, and so do people. Liars should be called liars, and everyone should be reminded of it, most assuredly when those individuals are doing big PR pushes and want the media to give it front page headline space (as some have alleged another recent Yahoo acquisition was.) Human psychology makes it difficult to speak negatively about things. People want to be around other positive people, not negative ones. In this case the author is being referred to as "bitter." I have another suggestion, we speak positively about people in business who do keep their promises, on and off contract.
  - smacktoward 13y ago
    I agree, the best way to determine if an acquiring company treats its acquirees well is to ask others who have been acquired by them. But that's kind of a separate question from how you protect yourself when you're at the negotiating table. If you talk to a bunch of others who've sold to that company and they all say it was horrible, you should wave off the deal before you ever get to a negotiating table.
maxerickson 13y ago
In case people read the comments instead of the link, that quote is not directly related to any interaction with Marissa Meyer or Yahoo!.
jleader 13y ago
How would you enforce something like that? The company could argue "we made you chief architect; it's the chief architect's job to convince the technical folks to pay attention to him." Somehow, I doubt a chief architect's job would be made easier if the C-level executives were contractually obligated to attend his presentations.
- voidlogic 13y ago
  >>I doubt a chief architect's job would be made easier if the C-level executives were contractually obligated to attend his presentations. Perhaps not, but blowing you off would sure be more difficult. Wouldn't this also at least give you an influential audience to sell your value to? I'm not saying that clause is a good idea, it was just a example of something concrete enough to be contractually enforceable.
  - smacktoward 13y ago
    People resent being forced to do things. If you force them to meet with you, all you accomplish is making them resent you before they get to hear your pitch. Now you have a hill to climb, getting over that resentment, before you can get them to consider your arguments objectively. So you've made your life harder rather than easier.
voidlogic 13y ago
I was thinking about this more, if the contract made you a chief arch in the new company and then the president told you to your face that they had no intent of really honoring the contract- if you had a recording the conversation cough glass, would the purchasing company not be provably in breach of said contract?

tantalor 13y ago

This kills the deal.

voidlogic 13y ago
Really? I would think at the table you could say, 1. here is my concern, 2. here are examples of it happening to people in the past, 3. here is one idea I have have for addressing my concern, please share your thoughts... If a reasonable concern kills a deal just by discussing it, the deal must be very fragile. Even if terms are not added to the deal, I think bringing up the issue could be beneficial.
- smacktoward 13y ago
  You can propose anything you want, but if the other party in the negotiation is the one sitting with the big bag of money, the easiest answer is always "no." Because that puts the burden on you to decide if you really care about your proposal enough to leave the room without the big bag of money if you can't have it. A big bag of money is an incredibly magnetic thing. Once most people walk into the room and actually see one, it becomes really really hard to walk out of the room without it. So what seemed like a reasonable concern before you walked in starts looking more like something you can live without, if the alternative is living without the bag.
- wpietri 13y ago
  I think that's a very reasonable thing to bring up. But I wouldn't expect a lot. The actual deal is an understanding between people. The contract is the bundle of sticks you use to beat one another if the deal falls apart. Any contract term that tries to force a good relationship is basically nonsensical. If you're trying to enforce a contract, you're already in the situation where the relationship has gone bad.

danso 13y ago

I'm actually surprised the president of the company showed up, instead of a HR middle manager. But yes, I wonder how much Dave put into negotiating the contract...if he asked for concrete terms and was negotiated down, or if he negotiated in good faith without pushing hard enough?

davewiner 13y ago
It's his job. I was a board member, and at the time the largest shareholder in the company. He couldn't delegate this particular matter. He did the right thing, as he was imho doing the wrong thing.

smacktoward 13y ago

You can definitely get a title into a contract, that's easy. Getting something in that makes the other party take the title seriously is harder. How do you require someone to respect your opinion? You could try something like demanding X number of reporting employees or Y execs who agree to attend your meetings, I guess. But the other party is going to reflexively resist getting down to this level of detail in the contract, even if they're completely sincere about the promises they've made to you, just because no business owner likes to have their hands tied operationally in such a way. Not to mention that even those types of clauses can be worked around -- you get a guarantee that the COO will attend a weekly meeting, and then he makes a big show each time of answering email on his smartphone rather than paying attention to what you're saying. Might seem unfair to you as the acquired party, but everyone else in the company will be rooting for him against the "outsider."

AJ007 13y ago
There is an easier way to do this, you talk to other owners who had their business's acquired and see what they have to say. You can do this when any major contractual relationship occurs. Either they will be very happy to tell you how amazing the deal was, or they will speak endlessly on what a pile of shit those involved were. Its easy to ask. Companies develop reputations, and so do people. Liars should be called liars, and everyone should be reminded of it, most assuredly when those individuals are doing big PR pushes and want the media to give it front page headline space (as some have alleged another recent Yahoo acquisition was.) Human psychology makes it difficult to speak negatively about things. People want to be around other positive people, not negative ones. In this case the author is being referred to as "bitter." I have another suggestion, we speak positively about people in business who do keep their promises, on and off contract.
- smacktoward 13y ago
  I agree, the best way to determine if an acquiring company treats its acquirees well is to ask others who have been acquired by them. But that's kind of a separate question from how you protect yourself when you're at the negotiating table. If you talk to a bunch of others who've sold to that company and they all say it was horrible, you should wave off the deal before you ever get to a negotiating table.

maxerickson 13y ago

In case people read the comments instead of the link, that quote is not directly related to any interaction with Marissa Meyer or Yahoo!.

jleader 13y ago

How would you enforce something like that? The company could argue "we made you chief architect; it's the chief architect's job to convince the technical folks to pay attention to him." Somehow, I doubt a chief architect's job would be made easier if the C-level executives were contractually obligated to attend his presentations.

voidlogic 13y ago
>>I doubt a chief architect's job would be made easier if the C-level executives were contractually obligated to attend his presentations. Perhaps not, but blowing you off would sure be more difficult. Wouldn't this also at least give you an influential audience to sell your value to? I'm not saying that clause is a good idea, it was just a example of something concrete enough to be contractually enforceable.
- smacktoward 13y ago
  People resent being forced to do things. If you force them to meet with you, all you accomplish is making them resent you before they get to hear your pitch. Now you have a hill to climb, getting over that resentment, before you can get them to consider your arguments objectively. So you've made your life harder rather than easier.

voidlogic 13y ago

I was thinking about this more, if the contract made you a chief arch in the new company and then the president told you to your face that they had no intent of really honoring the contract- if you had a recording the conversation cough glass, would the purchasing company not be provably in breach of said contract?