Professional Documents
Culture Documents
7
Everyone makes bad decisions in life. Fortunately for most of us, the bad decisions we make
aren’t broadcast to the world.
When you’re a major corporation and you trip and fall flat on your face for all the world to see?
Heck, even that isn’t as bad as all the money you may lose your shareholders.
Some decisions, such as Decca Records choosing to sign The Tremeloes instead of a little band
from Liverpool named The Beatles, wasn’t premeditated, focus-grouped corporate decision so
much as just a bad choice. OK, that one is considered probably the worst choice in the history of
the music industry, but perhaps belongs in a class by itself and so isn’t on this list.
You’d think that with all the brain trust many corporations have, they’d be less likely to make
bad decisions. But when they stumble, they stumble BIG.
Here’s a look at 10 of the worst corporate decisions ever:
Since it ain’t broke, let’s fix it.
The decision: Take Coca-Cola, pretty much the undisputed king of colas, change the formula
and rebrand it “New Coke.”
Why this was a bad idea: Did we mention Coca-Cola was pretty much the undisputed king of
colas? Sure, upstart PepsiCo that was doing all these blind taste test commercials – the Pepsi
Challenge, anyone? – and claiming superiority, but was still a distant second. Instead of fighting
back and doing its own taste tests and focusing on the decades upon decades upon decades of
satisfied Coca-Cola drinkers, the company trashed its vaunted special formula, pissed off every
single one of its customers and offered up a cola that was arguably worse tasting than RC Cola.
Coca-Cola lovers hunted down the last six-packs, cans and bottles of the original formula,
hoarding them. New Coke was an unmitigated disaster. Some have offered up the theory that
New Coke was purposely awful so that Coke could still change the formula from sugar to corn
syrup without alienating as many customers as it would have had it just made the change in one
step (sugar is still used in the formula in most countries around the world).
Thing is, Coke’s brand was irreparably damaged during the New Coke debacle, and though it’s
still No. 1 in the cola wars, Coca-Cola came out of the skirmish greatly weakened and looking as
if its executives didn’t know what they were doing. Probably better to believe it was a misstep
than purposely done. I mean, everyone makes mistakes.
We’re IBM! Who is this Bill Gates guy anyhow?
The decision: IBM paid Microsoft a one-time fee to develop PC-DOS rather than securing all
rights to the system, allowing MS-DOS to be developed right alongside it.
Why this was a bad idea: Hardware is easy to clone, as has been proven over the years since
1987. Software, not as easy, though the open-source revolution in recent years has begun to
challenge that belief. But back to the 1980s – IBM was synonymous with personal computers.
Heck, IBM was synonymous with computers, period. Microsoft bet on the market changing,
giving software developers the ability to sell the same programs to owners of all different brands
of computers, clones of the IBM.
Guess who was right?
Of course, as mentioned, the open-source revolution that includes Linux, Firefox and Open
Office now threatens Microsoft’s dominance in much the same way. It hasn’t happened yet, but
might Microsoft fall victim to the same thing as IBM? Cheap (in this case, generally free)
clones? Check back here in another 10 years or so.
Let’s annoy all our users!
The decision: Not to pay a gazillion (approximate figure) dollars to George Steinbrenner and the
Yankees for the rights to broadcast the Bronx Bombers in perpetuity.
Why this was a bad idea: Granted, a lot of people outside of New York City, especially if
they’re not sports fans, may not be aware of this corporate decision. But it had a much wider-
ranging effect than just how baseball fans in the Big Apple could watch their favorite (or least-
favorite, as the case may be) team.
When MSG, which stood to still make a great deal of cash on the deal, turned down the offer,
Steinbrenner figured he’d just start his own network. The YES Network was born, and has
proved to be profitable. That, in turn, has revolutionized sports television, convincing many other
sports franchises to develop their own networks, alone or in conjunction with other teams in their
cities (the NY Mets now have their own cable network, as do the Cleveland Indians). Thing is,
MSG and Steinbrenner already had revolutionized the business of sports when the Yankees
became he first major-league team to sell cable TV rights, back in 1988.
Written by Amy Vernon
What is the cause of this inability? The root of the problem is the failure of the Delaware courts--
the nation's premier forum for corporate law--to develop a law that is based upon adequate
psychological foundations.
The merger at issue was designed as a stock-for-stock deal; shareholders of Compaq would
receive shares of Hewlett-Packard. As such, the transaction is emblematic of the mega-mergers
of the 1990s and 2000s, which produced the behemoths of our corporate landscape (Citigroup,
AOL-Time Warner, Global Crossing, and so on).
According to financial evidence, well over a majority of these transactions end up being failures:
Shareholders of both companies would have generally been better off without a merger. This
evidence has been well-known among financial economists for some time. Nevertheless, the
transactions, as the Hewlett-Packard/Compaq merger shows, remain popular.
Why? In the heady days of the 1990s' market excesses, CEOs justified the deals with tales of
"synergy," and used their overinflated stock as acquisition currency. Boards went passively
along.
The professionals who worked on the deals did not intervene to question the wisdom of the
mergers. Paid by the number of deals and deal size, investment bankers had no reason to
caution CEOs about the risks of the transactions. Accountants and lawyers abandoned all
pretensions of independent thinking and were only too happy to join in the feeding frenzy of
large fees.
Meanwhile, the business press, itself owned by mega-media firms that were created by these
mergers, fawned over the CEOs and extolled the transactions. (Recall, for example, the praise
lavished on former Worldcom CEO Ebbers a few years ago.)
What made the Hewlett-Packard/Compaq merger different was that there was a board member
and shareholder with enough independence, voting power and financial clout to question the
transaction. In the corporate world, this is a very rare event.
Walter Hewlett is the son of one of the founders of Hewlett-Packard, and a trustee of a
foundation that owned a substantial number of Hewlett-Packard shares. He took the
understandable position that the merger would likely be bad for Hewlett-Packard and its
shareholders.
In the final vote, Hewlett-Packard prevailed by a small margin. Undeterred, Hewlett brought
suit before the Chancery Court. He alleged that Hewlett-Packard had failed to make adequate
disclosure to its shareholders about the growing internal evidence that the merger synergies
would not be realized. He also alleged that Hewlett-Packard had essentially bought the votes of a
significant shareholder, Deutsche Bank Asset Management, by threatening to withhold future
business from Deutsche Bank.
Chancellor Chandler allowed Walter Hewlett to go to trial on these claims but, in the end, he
decided that Hewlett had not prevailed at trial on either claim. That decision, however, was a
serious error on the part of the court.
Walter Hewlett had to wage an uphill battle in the courtroom. He had to establish that Hewlett-
Packard "knowingly and intentionally made material misrepresentations about the progress of"
the merger. (Merging companies start their integration immediately following the
announcement of the merger, even if the merger cannot legally take place until after the
shareholder vote.) Similarly, he had to present "significant evidence" that Hewlett-Packard had
coerced Deutsche Bank asset managers into voting for the merger.
The "knowing and intentional" standard means plaintiffs like Hewlett will lose in all but the
most egregious cases. After all, how often does a CEO intentionally lie to shareholders? And
even it does occur, how easily can it be proven?
The standard is seriously mistaken, and should be revised. As the case shows, this standard
completely ignores the psychology of merger decision-making, particularly in mega-mergers.
The issue is not that CEOs knowingly and intentionally harm shareholders, but that they
unwittingly do so, believing all the while in the rightness of their actions.
The main problem is not that CEOs are intentionally hiding negative data about the proposed
combination. Rather, the chief psychological problem is that CEOs' over-optimism blinds them
to the very real negative consequences of the deal.
This over-optimism makes CEOs dismiss or explain away any piece of negative evidence about
the transaction. It also allows them to sound absolutely rational in their explanations
(particularly in court).
Several factors combine here: There is the "knowing and intentional" legal standard, which is so
hard for a plaintiff to meet. There is this psychological reality about merger decision-making.
Finally, there is the tendency of Delaware Chancery Court judges to favor corporate
management.
Given the combination of all these factors, the outcome of Walter Hewlett's (or virtually any
other similar plaintiff's) claim was, though unfortunate, entirely predictable.
Walter Hewlett, however, showed that Hewlett-Packard had evidence that the merger was not
succeeding. Moreover, studies of past mergers suggested that this was likely to be the most
reliable evidence available - evidence far more reliable than CEO's over-optimistic assessments.
In addition, the fact that any such evidence existed should have been weighed heavily against
management. Since so many of these transactions fail, if any negative evidence appears at the
beginning of the merger process, it is very bad sign for the deal.
Nevertheless, Walter Hewlett did not prevail on his claim of nondisclosure. Why? The negative
evidence came from those outside the inner circles of the CEOs and their counselors - from the
business groups that would have to implement the merger. Accordingly, management was able
to craft a response dismissing this evidence, though not a convincing one.
Management's explanation was that the business groups generating the negative information
could not see the "big picture" and appreciate the synergies of the mega-merger. Predisposed to
believe the executives, and with no smoking gun to suggest that they were scoundrels,
Chancellor Chandler bought their explanation, and dismissed the claim.
The Deutsche Bank and Hewlett-Packard dealings during the merger would have made anybody
suspicious. Once the deal was announced, the Deutsche Bank analyst who followed this business
sector was enthusiastic about it.
Accordingly, Deutsche Bank investment bankers urged Hewlett-Packard Chief Financial Officer
Robert Wayman to give them a piece of the action. (Not surprisingly, perhaps; the
recommendations of an investment bank's analyst are often designed to generate investment
banking business and it is possible this was the case here.)
Hewlett-Packard put off Deutsche Bank, however. But when Walter Hewlett announced his
opposition to the merger, Hewlett-Packard seemed to change its mind. It began efforts to bring
Deutsche Bank into its circle of advisors. No doubt, Hewlett-Packard realized that it might need
the votes under Deutsche Bank's control and thus wanted Deutsche Bank on its side.
All parties assumed that Deutsche Bank Asset Management, which controlled 17 million
Hewlett-Packard shares, would vote them in favor of the merger. That was because Deutsche
Bank's asset managers had, in the past, typically followed the recommendation of Investor
Shareholder Services, an independent shareholder services firm that supported the merger. This
time, though, it was Deutsche Bank that changed its mind: The asset managers changed their
practice in this case, and decided to vote against the merger.
Shortly before the shareholders' meeting, Fiorina heard of this development. She responded by
telling Wayman that the company might have to do "something extraordinary" to secure the
asset managers' vote. What that "something extraordinary" might have been turned out to be a
crucial issue in the case.
Subtly Coercing Deutsche Bank's Vote? An Implicit, Not An Express, Threat
A Deutsche Bank investment banker- the banker who oversaw the Deutsche Bank/Hewlett-
Packard relationship - then organized a call between Fiorina and the asset managers and
participated in it. (Meanwhile, Walter Hewlett received the same privileges to discuss his side in
a separate call.)
Not surprisingly, the Hewlett-Packard executives did not openly threaten Deutsche Bank with a
loss of business, and only discussed the merits of the transaction during the call. Nor did the
Deutsche Bank asset managers make any express reference to the overall business relationship
when, after the call, they decided to switch their vote to approve the merger.
The subtext, however, was very clear: the Hewlett-Packard/Deutsche Bank relationship would
go dramatically south if the asset managers voted against the merger. If there were any doubt,
the presence of the relationship banker on the call would have made the implicit threat clear to
them.
And he also accepted the Deutsche Bank investment bankers' story that the call had not
occurred to implicitly threaten the asset managers so that they would switch their vote. Rather,
they said, the call was arranged because they were embarrassed at having misled Fiorina into
thinking that the managers would vote for the merger.
In the end, having essentially required Hewlett to prove the threat with a "smoking gun," and
seeing no smoking gun, Chancellor Chandler dismissed the vote-buying claim.
Chancellor Chandler did express mild disapproval that the "wall" between Deutsche Bank
investment banking and asset management did not keep the two absolutely separate in this case.
But his remark was too little, too late.
Once again, Chancellor Chandler missed the psychological realities of the situation. Hewlett-
Packard executives did not have to communicate openly, whether inside or outside the call, any
threats to Deutsche Bank about the loss of future business. It would have been clear to everyone
involved what would have happened had Deutsche Bank failed to change its vote. (It had
similarly been clear to Hewlett-Packard, following Walter Hewlett's declared opposition to the
merger, that it had to compensate Deutsche Bank for its support and votes by hiring it as an
advisor).
It is not at all surprising that there was no express threat. One would expect that the
conversation, both during the call and among the asset managers following it, would deal only
with the merits of the transaction.
Indeed, the managers might not even have realized they had capitulated to an implicit threat.
Rather, under the influence of the groupthink mentality, the asset managers would naturally
rationalize, to themselves and others, that they had made the vote switch only because of their
own independent assessment of the merger. Certainly they would not have liked to think they
had cravenly switched their honest opinion in order to prevent Deutsche Bank from losing
business.
Moreover, insisting on a smoking gun to show coercion in a vote-buying claim is similarly naive.
Psychological reality suggests that coercion may be part and parcel of the relationship between a
corporation and a shareholder (in this case, between Hewlett-Packard and Deutsche Bank Asset
Management), not the result of a specific verbal threat.
The Supreme Court should recognize and account for the over-optimism and groupthink that
can make disclosure flawed and that can contribute to coercion of shareholders who, like
Deutsche Bank, have much to lose if they object to the merger.
More generally, the Supreme Court should also address the abuses of the popular, but
disastrous, stock-for-stock mega-mergers. Delaware courts have, at times, used their equity
powers to curb unfair corporate behavior. This is an occasion when those powers should be
invoked.
If the Delaware courts continue on their current path, declining to address problems that are
plain for all to see, they may lose power in an area - corporate law - that has always been their
special province. The Enron scandal, and the increasingly apparent problems in the mega-firms
that grew through mega-mergers, have led to calls for more federal government intervention in
corporate governance. These calls are likely to grow louder, so long as the Delaware courts
refuse to recognize psychological reality.
James Fanto is a Professor at Brooklyn Law School and has written about the psychological and
legal problems with mega-mergers.
by josephwesley
Image via Wikipedia
When you’re about to make a business decision, who should you go to for advice? People who
will tell you what you want to hear, or people who will tell you what you need to hear? Based on
a lesson from Warren Buffett, the third richest man in the world according to the Forbes list of
billionaires, you may want to reconsider your strategy.
A recent McKinsey Quarterly article mentioned that Warren Buffett hires an advisor to talk him
out of making business deals, and he compensates the adviser well only if the deal doesn’t go
through. In other words, when Mr. Buffett is thinking about purchasing a company, he hires
someone to do his best to convince him why buying the company is a bad idea. Not only does he
pay the advisor to do this, he gives him a bonus if and only if the advisor talks him out of
purchasing the company.
Why would Mr. Buffett do this? He does this because, when making a decision of this
magnitude, it’s worthwhile to look at every angle make sure the deal is a good deal. If it’s not a
good deal, the money lost from making a poor acquisition will be much greater than what an
advisor paid. In the end, it’s better to face criticism before you make a decision than it is to face
the consequences of a bad decision.
So how does this apply to you? Here’s how – it’s better to ask people for criticism than it is to
ask them to agree with you. For example, if you’re thinking about starting a company and pitch
your idea to family and friends, it’s better to ask them what they don’t like than what they do
like. This is even more important if you really like an idea, because if you do, you’ll likely
influence whether or not other people like the idea. Instead of getting advice, you’ll get a cheer
squad. That’s not what you need.
What you do need are people who will tell you what you need to hear. What you need are
people who will poke holes in the idea and point out flaws. Even if you end up starting the
business, the fact that someone has already pointed out its weaknesses can make the difference
between whether or not your business will succeed.
If you’re thinking about starting a business, make sure you find some smart people who aren’t
afraid to tell you what they think. You can even encourage them to find weaknesses instead of
acting like a cheerleader. Having someone like this in your corner can be the difference between
succeeding and failing.
The electronics industry has long been a dynamic one, but never as dynamic as it is today.
Private equity investors now own some of the largest semiconductor companies and are pushing
for improved efficiencies. Many, if not most, of the largest chip companies are making
significant adjustments in their strategies. And, as usual, changes in technology—often driven by
innovative start-ups—threaten to disrupt the status quo.
In this dynamic environment, industry executives and investors are faced with tough decisions.
Should we continue to invest in this technology, or license something similar? Should we acquire
this start-up or that competitor? Should we enter this new market? Making the right call can
mean the difference between success and failure. And making the right call requires good
information about the relevant technology, business, and market factors.
Savvy players have long relied on BDTI to provide them with the key information they need to
make these hard decisions with confidence. Beyond its well-known benchmarks and in-depth
technical analysis, BDTI has been tracking and analyzing semiconductor business, market, and
technology trends for over 15 years. BDTI’s unique combination of hands-on technical expertise
and big-picture perspective on the industry puts BDTI in an ideal position to provide insightful,
independent, and accurate information when it matters the most.
For example, BDTI was commissioned by an investment firm to perform a thorough analysis of
a spin-out company offering licensable processor cores and specialized tools. To help it decide
whether or not to make a large investment in the spin-out, the investor asked BDTI to answer key
questions, such as:
Are the company’s products and technology competitive for the targeted applications?
Are the company’s product and technology sufficiently complete and mature to be accepted by
customers?
Is the company’s technology strategy sound?
Does the company have the resources needed to successfully execute its strategy?
To answer these questions with confidence, BDTI first examined the company’s products and
marketing materials. Then, a team of BDTI senior analysts traveled to the company’s offices to
interview management, engineering, marketing, sales, and support personnel. Next, BDTI
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a careful technical, business, and competitive analysis, and prepared a detailed report presenting
its conclusions, along with supporting data and analysis. In the report BDTI indicated where the
company was likely to succeed, and where the company faced important challenges—including
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For the investment firm that commissioned this study, BDTI’s analysis provided a
knowledgeable, unbiased basis upon which to make an important investment decision, with more
than $10 million at stake. BDTI’s in-depth knowledge of the relevant technology, markets,
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creating a clear picture of what was needed for the spin-out to succeed. In other, similar projects,
BDTI’s analysis has been used to inform decisions about company acquisitions and make-vs.-
buy decisions.
When you’re facing tough decisions, you need accurate, objective information. To learn how
BDTI can provide you with the information you need to make important business decisions with
confidence
2. Define both internal and external noise, that is, internal and external messages that are
being received. Are the messages necessary? Are they reflective of the problem? Are they a
hindrance? Define and clarify.
4. Create a road map of options. Map-out the various consequences of potential solutions.
5. Read your road map. Which road takes you to where you want to be?
6. Select your best route, but also develop an plan if that particular road leads you astray.
Avoid a route that is a compromise.
7. Explain your decision, follow-through with it, and stick with it.
The bottom line is this: the question is not whether or not Nutrorim made the right decision -
the question is did it go about it in the best possible way? A firmer hand from Rifkin during
the process would've 1) led to an appropriate decision, 2) gave everyone an understanding of
potential outcomes and impact on the company, and 3) provided management with
confidence so as to avoid "Monday night quaterbacking."