For family business owners, the employees, if they are not actually family, they are like family. Many have been there through the bad times and the good. They may have not gotten an expected raise because of tough times. They have been to each other’s children’s weddings. The boss has helped the employee family with an unexpected healthcare expense. The bonds are very strong. An admirable trait that we see from almost every business owner we represent is the deep concern for what happens to my employees when the new owner has our company.
The Hollywood portrayal of Mergers and Acquisitions on Wall Street is that the money guys come in and slash the staff, do their financial gymnastics, show impressive short term profits, and then flip the company to a new buyer and pocket millions on the backs of the loyal displaced employees. Does this really happen? Unfortunately is does happen, but the circumstances are generally the result of industries becoming bloated with legacy costs and wages and benefits at a level not competitive with the world economy. We have seen it with the steel industry, airlines, and now the auto industry.
However, for the family business, the backdrop is much different. The organizations are generally very lean. The employees are not constrained in their job description by union rules. They do what is necessary to get the job done. They often can perform multiple jobs and get plugged in where needed. Every employee is vital to the company’s performance.
Business buyers are generally pretty smart folks. If they aren’t, pretty soon they will find themselves in trouble from poor acquisition choices. They recognize the value that the employees bring to the table. These employees are keepers of the customer relationships, they are the well of knowledge about the company’s products and competitive advantage, they know all the gotcha’s to avoid. They are the new buyer’s path to business continuity post acquisition and they are valued.
Business buyers look to mitigate risk by keeping these employees in place and will attempt to access the likelihood of key employees staying on post acquisition. We have heard from business buyers that if they feel like key employee A and key employee B leave, then we are not interested in the acquisition. As business sellers it is important to recognize this and to take necessary steps in advance of your sale to help the key employees stay.
At a point where the sale is ready to close, it is important to make sure employees have some reassurances that the ownership change will improve their situation. Often times the benefit package from the large company buyer is superior to the current package. Buyers will often incorporate a salary increase after the merger or acquisition. Owners may elect to share some of their gains with key loyal employees through a stay on bonus or some lump sum payment recognizing the years of loyal service.
The finance and administrative area is the one exception to this rule. These functions are often a total duplication of those functions in the buying company and these employees are most vulnerable to a cut. These employees have contributed greatly to the company and have been loyal. The seller, unfortunately, can not dictate to the buyer that these employees have to be retained, so he must make accommodations on his own. He should attempt to get an understanding from the buyer, their plans for these employees and arrive at a joint proactive communication plan with the buyer. If the news is bad for the employee, the seller, at the very least should give the employee as much advanced notice as possible. The seller will often implement some severance package, if one was not already in place to give the displaced employee a chance to seek a new opportunity without financial hardship.
Most of the employees will be vital to the post acquisition success of the new company. If they interface with customers and/or suppliers they will be needed. If they are in possession of key knowledge about the company, products, industry, technology, etc., they will be valued and will have a solid job post sale.
About the Author:
Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, representing owners in the sale of privately held businesses. We provide Wall Street style investment banking services to lower mid market companies at a size appropriate fee structure.
