Owners

Sellers’ Warranties

In the warranty section of a share purchase agreement (SPA), the sellers are required to provide warranties regarding essential circumstances in the company and its operations. The warranties are generally made on the date when the seller and buyer sign the SPA.

Signing and closing

If the closing of the transaction (the point in time when the shares change owners) takes place at a later date than the signing date, it is often a hot topic to agree whether the warranties are made on the date of signing only or at signing and also at closing. Notably, in case there is an extended period between signing and closing, it is reasonable to require the seller to renew its warranties at closing.

It should be noted, however, that sellers never should agree to provide forward-looking warranties, i.e., not give warranties relating to events that may happen in the future. Further, sellers’ warranties should be made by each seller individually and severally, and not jointly and severally. 

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The Shareholder Agreement – SHA

Agreement

The SHA is an agreement among the largest owners in a company where the parties agree on what rules are to govern important ownership decisions, decisions at meetings of the shareholders and of the board of directors. Customary clauses which regulate joint ownership are clauses which govern business purpose, rights of first refusal, consents, and pre-emptive rights. Among other things, the agreement will regulate:

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Snap’s IPO

SelifeWe all know Snapchat, the app that displays a picture (snap) taken with a mobile phone. The sender can choose for how long — between 1 and 10 seconds — the receiver can view the image. After the selected time frame, the snap disappears from the recipient’s screen unless he or she had enough time to take a screenshot. Snapchat is popular among young people because the sender has better control of where the picture ends up since it’s difficult to copy the image and share it on other social networks.Read More »Snap’s IPO

What to consider when resigning from the CEO position?

Time to quit

 

In my last blog, “Abdicate from the CEO Position,” I discussed the importance of preparing for the replacement of the CEO in an owner-led business. If you are the principal owner and CEO, you need to understand deeply why a replacement is beneficial for the company and be clear about what you expect from the new CEO.

However, for you, the most important question to answer is, how the change will affect you – personally and professionally. What should you do after you, as the principal owner (perhaps also the founder of the company) resign from the CEO role? What do yo love to do? Playing golf full-time is usually not challenging enough for an entrepreneur. In order to give you sufficient time to prepare for your resignation, you need to determine when the replacement should take place. A decision to resign has to mature, and that takes time.

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Abdicate from the CEO position

Empty chair

Resigning from the CEO role is a vital decision when you are the principal owner of the company. You must accept the handover to an outsider of not only the control of the business but also your life’s creation and the management of the family fortune. I have, for example, met family business owners, and entrepreneurs, who had their entire lifelong savings in only one share, i.e., in the stock of their company.

To step down from the top position of a business is complicated and will need time for those concerned to process, accept, and enforce. A prerequisite for the successful exchange of the CEO is the understanding, trust, and respect from all parties involved. All shareholders, the board of directors and the top tier management need to be aligned. It is even more challenging when the resigning CEO also is a principal owner and perhaps the founder of the company. It requires rigorous mental, emotional, and practical preparations that take time. It is a life-changing decision, and it’s hard to see all the future implications fully. One of the most important matters is finding out what to do next.

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Replace the CEO of an owner-led Company

Family business

I have, as a venture capitalist and adviser, worked with a large number of privately-owned companies. A typical task for a venture capital investor in an entrepreneurial, owner-led company is to drive the professional and personal development of key people and, in parallel, carry through needed replacements of top tier managers. I will in this blog post share my experiences of the replacement of the CEO in owner-led companies.

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NPS – some reflections

NPS Loudspeaker

In my previous blog post “Recommend to a friend”, I brought up the background to the measurement of customer loyalty with the Net Promoter Score, NPS [2]. The method is easy to use and popular among commercial companies as well as in the public sector. But, all methods based on a relatively simple model has its weaknesses. In this post, I am sharing reflections and some criticism of the NPS approach.

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Best wished for Christmas and a relaxing holiday

To own a company, operate on a Board of Directors or have a senior position in a business is a complex and exciting task. To… Read More »Best wished for Christmas and a relaxing holiday

Attracting talent: One of the Three Key Issues

 

Three questions

Image: Shutterstock & Vestadil AB.

Today, there are three questions that all boards and management must ask themselves. They are:

  1. In what business are we?
  2. Who are our new competitors?
  3. How can we attract and retain talent?

I have in two previous blog posts addressed the first two questions. In this post, I share my views on the challenge of attracting and retaining creative talents.

The ability to attract creative and innovative employees today is as important as access to raw materials is to steelworks or paper mills, for example.

The commercial market battles will be determined by companies that can recruit and retain the very best people in all professional functions. Creativity and innovation are paramount to the success of a company. These companies develop superior and smarter products/services than competitors do.

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