Showing posts with label
A Country Christian in Corporate America.
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Showing posts with label
A Country Christian in Corporate America.
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Note: A Country Christian in Corporate America is an occasional series on my adventures in that world.
Under the corporate logo-tree, the village word-smithy stands....
It is a standard joke in nearly every office sitcom.
"Didn't you get the memo?" It generally meant you were either out of the loop, or had just committed some corporate faux pas due to your lack of information contained in the memo.
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| The Memo |
Ahhh, that ubiquitous form of communication, the memo, that is the bane of every office dweller and the boon of every corporate hustler who knows how to get things done.
Sometimes I was the first and sometimes the second. You know, sometimes you feel like a nut, sometimes you don't, as the old candy bar ad used to tell us.
Once you had developed a reputation for being able to put a salient thought or two on paper, or on the PC screen, you might get the call to become a corporate "wordsmith".
"Marsha, could you take this draft and do a little wordsmithing on it?"
Early on, I thought this kind of assignment was a compliment, a nod to my vocabulary, editorial skills, and general business savvy. Later on, I wasn't so sure. Yes, I could craft a message, but I didn't like the tendency in some quarters to assume that I was also willing to be crafty about it.
What is certain is that knowledge is power and whoever has the knowledge has the power in almost any type of organization. And the more specific your particular expertise happens to be, the more valuable your skill may be considered, as there are fewer folks around who know how to do it; whatever "it" may be.
I once knew an administrative assistant, those ninjas of corporate goings on, who built nearly her entire career on the fact that she could unjam a printer (any make, any model) in under a minute. Let me tell you, when deadlines were looming, people were willing to offer serious incentives for her expertise, toot sweet.
In my case, it was often wordsmithing. That term does not just involve a decent command of grammar and syntax; those are a given. It also involves the ability to select just the right word, then place it in just the right context, to create the desired point of understanding between the sender and the recipient.
General corporate communications are akin to tennis - you take your shot, hopefully make your shot, stay off the foul lines and try not to gloat at the net. Wordsmithing by comparison, might be something more like badminton, in that it requires a lighter touch, played with a more complex object (round ball vs. clever little shuttlecock) and can be more subject to the vagaries of corporate winds blowing about the playing field.
If the routine communique' is power tennis, then wordsmithing is finesse badminton. Make no mistake, though, it is played in dead earnest, and the stakes can be very high.
Consulting firms out of New Dork and Loss Angeles for example, are paid hundred of thousands of dollars to consult on a single communication project, involving perhaps one set of public press releases, combined with a series of memos to employees, coupled with a brochure or two addressed to the shareholders. That cost would be for a small to midsized company on a short-term project.
A communications campaign for a major company would cost millions - all to be expended mainly for the consultants' expertise in wordsmithing, that is to tinker, rethink, reposition, juxtaposition, and otherwise fiddle with words until the sender is satisfied that the desired tone and content has been achieved. Oddly enough, the first is often more important than the latter.
How I rue the hours of my life, spent in the dubious pursuit of getting the memo to strike just the right chord. We might have accomplished more just humming a little harmony.
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A sample of wordsmithing a memo, might go something like this: a memo is about to be sent to all employees regarding a change in company policy about "X". The powers-that-be want the memo to inform, but not go into too much detail.
* * * *
We encourage you to consider - no, not "encourage" it sounds too much like counseling, or something that can be disregarded if the reader chooses....
We suggest - no, no, to weak, too optional ...
We advise - nope, too legalistic ...
We require- no, that will cause people to wonder what management is up to .... (and sometimes with good reason)
We recommend - better, but it still leaves a "take it or leave it" impression, not good enough ...
We want to apprise you - no, too formal
Occasionally, I would venture a question such as, "Couldn't we just say, 'Here is the deal. We are doing X for Y reason. If you have questions, give us a call.' How about that approach?"
The stares, and glares, I received when I voiced such inquiries were enough to make the feint hearted run screaming from the building. I never screamed and I did not run. Eventually we would agree upon something like:
We would like to make you aware of - ah ha - that's it.
Everyone likes to be "in the know." And while not all who read the memo will understand the message, and only some will recognize the greater implications, everyone will be aware of the information.
That's the ticket, Marsha. Let's go with that. Make them "aware." It would take another four hours of my life to place that "awareness" in just the right context within the memo such that understanding, rather than suspicion or resistance, was created. Yeesh !
On such days I often thought, "Surely there is a more meaningful way to make a living than writing this drivel."
So....now I blog. Perhaps it is not progress, but it is certainly more honest and more meaningful to me. Hope you are getting something from this post that is worth the time it took you to read this. I truly do. .... Marsha
* * * *
"A word aptly spoken is like apples of gold in settings of silver."
Proverbs 25:11 NIV
Note: This is Part 2 of an intermittent series on corporate life. If you want to read Part 1, please see Data Room Drama.
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Data is an odd word, in that it can be either singular or plural, like the word deer, but it really sounds weird when used in the plural.
The data is showing us ... sounds right.
The data are showing us ... sounds goofy.
But both are correct. Unfortunately, the data one is shown when working on a Merger and Acquisition (M&A) project may be right, goofy, both, or neither. In other words, it is anybody's guess. My job in this whole drama-rama was to make very good guesses.
Just entering the data room can be a chore. First you have to contact the third party administrator (a company who specializes in maintaining such data rooms) and be recognized as an "authorized user" of the intel. Then you are issued an electronic password and personal code that must be entered each time you enter the "room" - that is, the website containing all the documents and information that the company to be potentially acquired has provided to the potential buyer.
In each of the three M & A projects that I worked on we were the potential buyer. That made my objective somewhat straightforward. I needed to figure out who the best players were on their team, decide what a fair compensation package might look like, determine who needed to be released and how soon after closing the deal, and finally figure out where the bodies were buried in the corporate history book. Piece of cake. Not!
It is, however, far trickier to be the seller, as that was often likened to trying to "put lipstick and earrings on a pig."
In other words, if you were trying to sell your company, you usually tried to comestically cover up all your flaws and problems to make the whole organization look better. It was, so I have been told, exhausting at best, fraudulent at worst. No picnic either way.
Oh, and one other little tidbit one needed to keep in mind that was each and every time anyone on either side of the equation entered the data room, an electronic footprint was left of each page they had visited, whether or not they had made any changes to the document being viewed, and how long they remained in the data room.
And all this says nothing of the veritable phalanx of lawyers on both sides of the line, often playing a neener, neener, neener game of "our lawyers are better than your lawyers." And if things got tense, or even nasty, it quickly degenerated into a game of "our lawyers can beat up your lawyers."
So what was a country Christian to do in such deep and murky waters as these? In my case, it was my job to diligently examine all the relevant facts, interview everybody from the janitor to the CEO, read reams of resumes, bios, sales reports, corporate historical documents, and memos between all relevant players, going as far back as when they first had any idea they might be going to sell their company.
If there were going to be any shenanigans, they usually started a few months to a year or so before the actual sale went live. Kind of like cleaning house just before company arrives for a long visit.
No doubt about it, we were going to get into their cupboards, look behind their refrigerator and stove, check the downspouts and the roof tops, and most assuredly find out what might be buried in the basement.
The data room was only one facet of this due diligence, but it was an important part. And so I waded in - determined to look sharp, reserve judgment, and call the shots like I saw them.
Day after day, I read documents, examined org charts, and analyzed compensation plans. Late one afternoon, something that had been bugging me all day, finally jelled. First I looked at their total compensation for the prior two years, then I re-read where they were in their year-to-date performance to plan; and then I carefully re-read their incentive plan for the coming year (the calendar year during which our purchase was to close if the deal went through.)
Suddenly there it was, plain as day, just one or two lines buried in a fairly small document. They had deliberately skewed their potential bonuses to be paid at over 150% of the usual rate, if they were acquired during this bonus year. This was not your usual "poison pill" (prior financial bonuses designed to discourage a potential take over). No, this was a flat out "take the money and run" gambit, and they apparently thought no one was going to read far enough into these deadly dull tomes to stumble across this little nugget.
If I had missed it, it would have cost my employer a "surprise" of about two million dollars. It was not illegal, it was debatably ethical, but it would have been legally binding upon us, if it had not been discovered in time to make it part of the current negotiations.
Whew! This country girl had earned her money that day. Calls to the powers-that-be were made, teleconferences hastily scheduled, the official financial analysts apprised of the discovery, and eventually all was hammered out to almost everyone's satisfaction. They were a little sheepish to have been caught-out, but unapologetic because they thought it was worth a try.
* * * *
I dragged home that evening and prayed, as I often did:
Lord, help me do my job to the best of my ability. But help me to remember that I cannot do it alone, and that I am not the only person involved in all this who is trying to do the right thing. Help me to be wise as serpents and harmless as doves. Thank you, Amen.
Then it was time to get some sleep and go back and do it all over again the next day. At least no one had offered to put any lipstick and earrings on me ... that week.
Until next time .... Marsha (once upon a time A Country Christian in Corporate America)
Spoiler Alert: For those ofyou who like corporate intrigue and inner-workings, this new series may interest you a lot. For those of you who hate anything to do with organized business, it will be dull as ditch water. For that reason, this will be an intermittant series.
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M & A work is sometimes considered to be a kind of pinnacle in the corporate world. It is regarded as a type of top-tier exercise for at least three reasons:
- It is an exclusive club, which one only enters by invitation of current and experienced members.
- It requires a fairly sophisticated level of business knowledge, at least in theory, to navigate the labyrinth of information and intrigue involved.
- It takes some real guts to hang in there, when tens of millions of dollars are being tossed about like so many feathers in a pillow fight.
And that is just in mid-sized organizations like the one I worked in. In Fortune 500 companies the "feathers" being tossed around, begin with the "B" word, as in billions, not just millions.
Mergers and Acquisitions is just what it sounds like; the aspect of business life wherein one company goes out and searches for another company with which to merge or to buy outright.
It is, however, at least in my experience, the business equivalent of Red Rover - the game we used to play as kids, wherein two groups would line up facing each other across about twenty yards of open ground with arms locked, and then a member of the opposing team would come running at full speed and try to break through the line.
The "open ground" in corporate Red Rover was often the data room. The first time I was given access to the data room, during a "top secret" due diligence phase of a potential purchase of another company, I felt like I had been given permission to enter the corporate holy of holies. And, frankly, I wasn't at all sure I wanted to go in there.
I was biblically knowledgeable and could easily recall that any priest who went into the holy of holies unworthily, would be struck dead and have to be hauled out by those on the outside, pulling him by the rope tied around his ankle, that had been placed there in advance for just such an eventuality.
The data room was essentially a website managed by an outside third party hired for the purpose, in which various proprietary documents and statistics were housed confidentially for perusal by executives and analysts of the potential acquirer.
The first time I tentatively tip-toed in (electronically speaking) to the sacred data room, I was overwhelmed by the variety, density, and specificity of the information. And that was just the table of contents document, which was approximately five pages long.
Yikes! Were we trying to make a decision to buy a company, or preparing for a NASA space launch? Overwhelmed did not described it: try dumbfounded, awed, and pretty ticked off. What idiot had turned me loose in the middle of all this, expecting me to ferret out whatever might pose a threat to our company, without giving me any direction or instruction?
Oh, wait. That idiot would be my boss - a gentleman with two advanced degrees, and ten years experience with a renowned Swiss banking operation. As he once said to me, "A hundred million here, a hundred million there, and pretty soon you are talking about real money." He smiled, a small terrifying smile, as he said it.
Gulp.... time to pull up my pantyhose and wade in....
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Note: This is the first in an intermittent series on my adventures in corporate America. Because I came from a very small town and was raised in a basic Christian tradition, I often thought of myself as "A Country Christian in Corporate America" - kind of like Mark Twain as a Connecticut Yankee in King Arthur's Court.
Unfortunately, while it turned out Twain's protagonist was actually having a dream, my own experiences turned out to be more like an oscillation between dreams , reality, or nightmares, depending upon which day of the week it was. Hope you will tag along on the journey.
