What To Do When a Megacorp Wants To Buy You?

Anonymous Entrepreneur writes "I run a small technology startup company; so small that our offices are still located in a room in my home. We are just some young friends, fresh from college, and we haven't started having regular sales, as 99% of our time is invested in development. A large corporation has just approached us, trying to persuade us to sell our company. The money is fair enough, and the employment conditions would seem excellent, since they would enable us to manage good-sized motivated teams, but we are very emotionally attached to our development and we place great importance to being independent. We founded our company because we didn't want to follow rules. We wanted to be the ones who make the rules instead. Money really doesn't mean much to us as long as we can do whatever we want while excelling at our passions. We feel that by accepting the offer, we couldn't achieve the maximum of our potential, and one of us joked that if we get in contact with the corporate environment and accept their money, we risk becoming lazy. Another member is more pragmatic, saying that accepting some money now is better than waiting for the development to go gold, even though all of us agree that if we finished our thing, we'd earn more than what the corporation has offered us. We would be very interested to know your thoughts and viewpoints, especially if you have ever faced a similar dilemma."

Comments

Could you be more vague?

[seanadams.com]

You have given us nothing to go on here as far as your business case, so I'll be brief:

Money really doesn't mean much to us as long as we can do whatever we want [...]

The first you will learn about money is that it lets you do exactly that. Make sure it's enough that in case things don't work out with Megacorp, you can get back to doing whatever it is you enjoy.

Re:Could you be more vague?

[cayenne8]

"The first you will learn about money is that it lets you do exactly that. Make sure it's enough that in case things don't work out with Megacorp, you can get back to doing whatever it is you enjoy."

I could not have put it any better.

It just matters at this point to how much the offer is, and how realistic your changes are looking forward to see if you can make that much more.

It is hard to think of it, with your first company, but, while it is ok to be enthusiastic about your work maybe even a little emotional about it, you can NOT be emotional about the business itself. Work it to make money...to free yourself more and more to do what you want along the way. Many super successful people started a company, worked it up, sold and made a mint....and went on to do more and more interesting things.

Life's a journey....not a destination.

For the most part, a job is nothing more than a means to make money. Making that money allows YOU to do what YOU want to do...and if that is living a life of luxury, sleeping with lots of women, travel....or, even more work, you can't do it or anything they way YOU want to do, without sufficient funding.

Re:Could you be more vague?

[martin-boundary]

For the most part, a job is nothing more than a means to make money. Making that money allows YOU to do what YOU want to do...and if that is living a life of luxury, sleeping with lots of women, travel....or, even more work, you can't do it or anything they way YOU want to do, without sufficient funding.

Yes and no. The problem here is that what you're trading for money is *time*, which is a non-renewable quantity. You only have a limited lifespan, and there are no extensions. Moreover, the value of time is a diminishing quantity once you're an adult.

If what you want to do is something simple like sleeping with girls a lot younger than yourself, enjoying luxuries as long as they can be bought etc., then trading in a chunk of your life in exchange is a good choice.

If it's something hard to get, like a skill or comprehensive education, then making money first is typically a disaster. There aren't many basketball stars who concentrated on becoming well off before they started practicing hoops. There aren't many top surgeons who learned medicine from scratch only in their 50s. If that's the kind of thing you want to do with your life, then you should ignore the money, as it's the best way to kill your dream.

The key is to figure out what you want early in life, before you waste a chunk of it collecting the means to achieve it.

Re:Could you be more vague?

[stonewallred]

Take the cash, invest it and go to work for big evil megacorp until whatever happens, happens. You will A)have a leg up on a retirement package which may allow you to retire a decade earlier than planned, B) you have a steady income for the period of time working for megacorp C)you get a helluva resume entry D) nothing is precluding you and your friends from developing a new idea/concept while working for megacorp. The earlier you can sock cash away for retirement, the better off you are. Plus, the experience of developing and being involved in the marketing end of the idea, without it being a live or die pressure cooker will be worthwhile too.

Re:Could you be more vague?

[dontmakemethink]

Typically the kind of money that frees you comes with strings that bind you. No business incorporates without the intent to exploit the protections provided by being a corporation.

If you don't know what those are, then you are in no position to negotiate what you describe. If you have to ask this question here, then you clearly need representation to ensure you're getting what you think they're offering. And I don't mean a SlashDot user with good karma.

And don't just look up a corporate lawyer, look up a real estate lawyer, a civil lawyer, hell even divorce lawyers, to find who acquaintances of corporate lawyers recommend. They hear all the goods and their reputations won't suffer from recommending someone outside their circle of peers.

Re:Could you be more vague?

[egcagrac0]

The key is to figure out what you want early in life, before you waste a chunk of it collecting the means to achieve it.

Sadly, this is significantly harder than it seems. Many people I know (myself included) have thought they knew what they wanted, started working toward it, and then found a decade later that their priorities have changed

To address OP, rather than wailing and gnashing teeth about how my life didn't turn out like I'd hoped: if you value your autonomy and will derive benefit from the opportunity to turn your microproject into something amazing (benefits like pride), then keep doing what you're doing.

If you want to work 40 hours a week, see your family and derive benefits from things like health insurance and paid vacations, sell out and start singing the megacorporate hymn.

If you're like me, you wouldn't feel right about seeing phrases like "Your Precious Baby: a division of MegaCorporate Ventures, Inc" in the marketplace, and the nice car just wouldn't make up for that pain. A lot of people I work with have no problem with that sort of thing, however, and have much nicer cars.

TLDR: Are you an artist or a businessman? Your answer lies within.

Re:Could you be more vague?

[Bitmanhome]

Yikes, what a terrible answer.

A) The reason to retire is so they can go off and do what ever they want. Original poster is already doing that.

B) The reason to make money is to survive, then engage in whatever hobbies you want. #1 doesn't seem to be a problem, and original poster is already engaged in #2.

C) Leading (or even participating) in a startup already makes a great resume.

D) They're already developing their new idea/concept.

This kid doesn't need to join a corp to support his dream, since he's already living it.

Take the money.

[Spazmania]

If the money's good, take the money. You can always start another business but you can't always find someone willing to pay you for your current one.

Remember: you don't have to be the next Google. It only takes a few million to retire and to *anything you want to do.*

Re:Take the money.

[Bertie]

Years back, I sat on a beach with a young Greek lady, talking of plans and careers and futures and whatnot. She told me the following yarn:

A rich American businessman is on holiday in Mexico and strikes up a conversation with a local fisherman. They come from very different worlds and both are interested in each other's lifestyle.

"So what do you do all day, buddy?", says the American.

"Well, I wake up, go out on my little boat and spend the day sitting in the sun fishing. When I'm done, I sail back in, sell most of my catch and make myself a few pesos, and keep enough of it to take home to feed my family. Then I'll have dinner with my wife and children, maybe go for a drink with my friends, come home, make love to the wife, sleep, get up the next day and do it all again."
"Hey, you can do better than that. You should take your son out fishing with you. That way you could catch more fish."
"And then what?"
"Well, with the money you make from that, you could invest in a bigger boat, and catch even more fish."
"And then what?"
"Well soon enough you could buy another boat, and another, and then eventually you wouldn't need to fish at all, you could manage your fleet's operations from the shore. One day you'd be a rich man."
"And what would I do with all this money?"
"Well you could retire and spend your days fishing in the sun..."

Point is, if you aspire to a quiet life of comfort somewhere beautiful, do it now while you're young enough to get a good run at it. Fuck the rat race and spending your days saving up enough money to be able to do what you could have been doing all along. Time and health are finite commodities and you never know when they'll be taken off you.

Of course, if you're the sort of person that thinks that hard work is an end in itself, by all means slog on. Whatever makes you happiest.

When a company wants to buy you...

[erroneus]

When a company wants to buy you, it means you are competitors otherwise and they want to stop you or otherwise control your future.

Make it clear what their expected terms are to be and whether or not you will be forced into a non-compete situation. They will bring you on as an employee as part of the agreement and at that point "all your IP are belong to us." You stand to lose plenty. And let's be clear on this -- they will hire you, but that is NO guarantee that they won't turn right around and fire you leaving you with no options for "starting up again" or working for another company doing anything similar -- remember that "non-compete" thing they required you to sign?

They have a PLAN. Make no mistake about it. They have thought this through. You should give this no less thought. Get them to disclose their ENTIRE plan to you at once including their intent to terminate you leaving you high and dry. (Of course they will never say that, but you can get them to state that they never had any such intention AND that in the event they feel they need to in the future that you have a golden parachute and get it in writing.)

Re:When a company wants to buy you...

[awol]

When a company wants to buy you, it means you are competitors otherwise and they want to stop you or otherwise control your future.

Not so. I have been involved in several cases where the acquisition was not to stifle a competitor but rather to;

• Move up the value chain
• Acquire complementary businesses
• Acquire skills and expertise

There are other reasons as well and of course we have also been invloved in acquisitions within the same primary business to increase market share, similar to your case above. In these cases, depending on the market in question, there are issues of price to be paid. Particularly if the market has only few competitors. This is very unlikely in the case at point.

My advice to the prospective recipient of a buyout is to price all the things they value about working for themselves and then discount them from the purchase and prepare to lose control of their business within 5 years (and price that as well). The thinking here is that with megacorp behind you you will be driven by the kind of medium size company management issues like revenue growth and cost control for which you are not currently prepared and which are frequently the cause of "ructions" between the current principles and new bosses. Many folk leave as a result of these ructions, by choice or by squeezed out. The five year time frame is used because it should include a decent "downturn" in the overall economy and hence a good old stresser of the management team.

On the other hand one or more of your group might enjoy the opportunities that Megacorp present, each of you should price these things independently and the talk about your differences.

You kind of need to be unanimous. A majority vote will likely be a disaster.

Depends on the conditions...

[fuzzyfuzzyfungus]

If your primary interest is autonomy/creativity, then it really comes down to what they are actually trying to buy. If they are buying your company to get your product(s); then sell, sell, sell. The more money you have, the easier it will be for you to pursue whatever projects/new startups/etc. you feel like doing in the future.

If they are buying your company to get you, then the situation is less clear. If a condition of the buy is you working for the man for a fair while, then you might not want to do that.

Take the money

[StuartHankins]

Take the money if it's anything reasonable. You then have some resources to enable you to work on things that make you feel more free.
But seriously, take the money while the offer is there.

Be sure you understand how risky going it alone is

[cduffy]

I've done a lot of startups, and every one of them failed -- and four out of five times, it wasn't for lack of technical excellence.

Getting sales, marketing, and operational execution right is both critical and very difficult. If the buyout offers you enough money you'll be in a better position next time you want to go start your own company -- think very, very hard about accepting the deal.

First clue: you're asking this on Slashdot...

[Goody]

You're asking this on Slashdot rather than seeking professional help, so that tells us something immediately. Sell out to the big company now, ride it as long as you can and leave when it's no longer fun. You don't have the business know-how to run this company on your own and have it survive.

Do you want an exit?

[mosch]

If you want to do *exactly this* for the rest of your life, say no.

But if you're like most entrepreneurs I know, that's not the case. It's likely that you could take the money, and pursue a new idea, developing another company, new employees, etc... and having some extra money in the bank will make all that a LOT easier.

As somebody who has done a few startups now, I can assure you that money matters. Because more money means you can chase bigger ideas with less pressure.

Re:Be sure you understand how risky going it alone

[edwastaken]

Agree with cduffy. If they are offering you "car" or "downpayment on a small house" amounts, then you may wish to consider going it alone. But if they are offering you F U money, then think very hard about it. Many best technologies don't succeed, and almost as often, the founders donot get much of it because of dilution or getting forced out by the board or any other number of reasons. If you are looking at over $1M or so going to you, then think very hard about passing it up. Even if the money is less, having experience making and selling a company is a huge gold star to any VC or angel investor for your next company. By the way, if you are really serious, get better advice than /. Talk to VCs, your clients and your advisors or mentors.

Re:No advice to give

[Anonymous Coward]

Well, you know, someone (I think John Steinbeck) said that a man never asks for advice unless he's already made up his mind.

Re:you may think you're gonna change the world...

[shawb]

Not to mention, if the Mega-Corp likes the idea, they'll find a way to implement it whether or not you are helping them. You may be in the right, but if they want they can get the product cranked out faster and with more developed distribution channels and contacts. More importantly, they can throw more and better experienced lawyers at defending themselves than you can throw at them.

Take the money if its good

[Da_Big_G]

I was in the same situation about 10 years ago (yeah, pre-1.0-burst) so I think I have some insight for you...

First, this is a business question you are asking in a techie forum, bad idea. You are running a business, possibly selling a business, go get yourself some business advisers, at a minimum that means an accountant and a lawyer who know (or at least "get") your industry, and preferably some people who have sold companies in your industry, extra points if they sold to the same megacorp and aren't involved with megacorp any more (they can tell you how it all went, but if they're still there, there's a conflict).

Second, and read carefully: TAKE THE MONEY. There's an old expression: No one ever went broke making a profit.

Caveat: after taxes it should be more money than you'd make in 10 years of working the same "job" at average pay. (e.g. if you're an engineer who could easily pull in $125k/yr, make sure you're landing at least $1.25mm cash after taxes, don't take an all-stock deal - bubbles burst) You need enough money to be able to screw around for a few years if megacorp really does turn you lazy.

BUT don't get sucked into a long term contract working for megacorp. A year or two is ok, and if you're stuck with an earnout, make sure you really can see your company meeting those numbers. After a year you could be itching to leave the megacorp lifestyle (no company is perfect) and its best to know you can part on good terms, pick up and travel for a few months, then start your next awesome company.

Third, can I repeat #1? Find a better place than slashdot to get this sort of advice. If you're really strapped, try your college's career center network, or SCORE (.org)

Re:Don't Sell

[cayenne8]

"Independence isn't something the money can buy you."

Actually, sufficient money is exactly what can buy you independence.

If you aren't beholden to anyone or any company for making a living, you can do pretty much as you please as long as its legal.

(Not getting into how enough money will actually often buy you legal leeway too at times.)

You answered your own question

[CSMatt]

Here are the arguments you made in favor of selling:

The money is fair enough, and the employment conditions would seem excellent, since they would enable us to manage good-sized motivated teams,

Here are the ones you made against selling:

but we are very emotionally attached to our development and we place great importance to being independent. We founded our company because we didn't want to follow rules. We wanted to be the ones who make the rules instead. Money really doesn't mean much to us as long as we can do whatever we want while excelling at our passions. We feel that by accepting the offer, we couldn't achieve the maximum of our potential, and one of us joked that if we get in contact with the corporate environment and accept their money, we risk becoming lazy.

Judging by both the quality and quantity of the arguments in both scenarios, it is pretty clear that you really don't want to sell, and are just pondering the benefits of selling rather than seriously considering it. I can understand this kind of dilemma, but it sounds like you really just want someone to convince you that selling is good or bad rather than actually asking about it. You either want someone to go into a detailed rational response in favor of selling, or a simple emotional one against it.

I say do what you think is right for you and your company, rather than listening to a bunch of random Internet users.

Make Decision Executive-style

[soloport]

Most important: Decide quickly. Also important: Try to put as little emotion into the process as possible. When you have made your decision, consider the following:

If you decide in favor, make certain the process moves as quickly as possible. Make sure you have put in place -- before taking each and every step -- provisions for backing out (at no cost to you). At the slightest sign of foot-dragging, stop the process and pull out. Decide from the beginning what your triggers will be for backing out. Then stick to the plan.

Being bought out is time-consuming. Think of it as a huge distraction to your business. A huge distraction could be the only thing Magacorp wants to "buy". If they're earnest, they'll understand and appreciate caution as well as haste. (Time is money.)

If you decide against, let Magacorp know immediately. Then get back to work, pronto. Looking back, second thoughts and re-negotiations are distractions, too. Let Megacorp know that your decision is final.

Good luck!

Re:Make Decision Executive-style

[wall0159]

"If the OP hasn't even started getting sales, now might be an excellent time to accept the offer."

Interestingly, I've heard the exact opposite. Once you start generating sales, then your company becomes self-propelling, and its perceived value is much higher. Sales also put pressure on a potential buyer, because they know that the value of your company is increasing day-by-day. Therefore, you should also try to demonstrate that (even if you're not selling now), you will be selling soon. That will make you more valuable. Having said this, it of course all depends on specifics ;-)

Re:Make Decision Executive-style

[Eskarel]

Oh grow up, Microsoft buys out the competition the same way everyone else does, and the folks who sell to them, mostly sell for the same reason. Those reasons are simple and have been the same for time immemorial. Companies buy out small competitors sometimes to acquire new technologies, but mostly to avoid the risk that they'll become serious competitors later. Their owners sell them because there's a chance their company will fail and they'll go under, and if they sell they end up relatively rich.

Are You Looking For Success?

[soloport]

There are certain core ingredients typically required for success:
* Marketing -- finding out if there is a need for a product, creating requirements for a new products based on emerging needs in a market
* Sales -- getting the word out, building relationships and closing deals
* Distribution -- fulfilling orders, positioning goods for easy access and generally getting products into the hands of your customers
* Support -- keeping the brand alive in your customer's mind, keeping the relationship positive and creating secondary opportunities to, say, up-sell or repeat-sell
* Accounting -- getting paid for all of the above, keeping current with accounts payable (esp. taxes) and paying employees and shareholders
* Product Development -- (the easy part) research, design, testing and documentation
* Production -- parts procurement, assembly, verification, bundling and shipping (on time and under budget)
* Human Resources, Legal and Staff -- people named "Peter"

Does you company have all of these in place? If it's missing even two or three components, you may be headed for real trouble. If Megacorp can fill in some of the blanks, consider being bough out a real win-win!

Re:True, but...

[WillKemp]

There aren't many things better than being rich.

Yes there are! Being happy. Healthy. Fulfilled. Having an interesting life. Loving and being loved.

Being rich isn't a prerequisite for any of them - and it doesn't bring any of them on its own.

Re:True, but...

[profplump]

That's what poor people like to tell themselves, but it's not really true -- rich people are, in the aggregate, happier than poor people. Being rich doesn't make you happy per se, but it can sure help you avoid a lot of the things that make you unhappy. And there's no reason to believe that being rich makes any of that happy-generating life events more difficult or less likely.

Re:True, but...

[somersault]

Not really - how much money you have is an important variable in the equation of how much time and resources you have to do the other things that you consider important. He didn't say that it was the most important, just that it's up there. Anyone who has to work 2 or 3 jobs just to keep their family surviving would probably agree that money is very important. It's only those who make enough that they don't have to worry about money that consider it unimportant.

Re:Depends on the Megacorp and on you

[Anonymous Coward]

This is good advice.

I had a startup 10 years ago with a similar situation and a head full of ideals. We passed over two such opportunities.

With experience, we now know that was a mistake.

Developing a product and making real money is 100 x harder than anyone realises, no matter how talented you are.

If you take a good chunk of money now, it will set you up and free you to explore bigger and better things. Plus, the big corporate may teach you a valuable business lesson or two.

Consider that to make $100k clear cash, your company would have to sell c. $1M of product taking into account staff costs, taxes, cost of sale, legal fees, etc.

Work out how long it would take you right now to generate $1M revenue and that is how much time $100k cash would save you.

Believe me, if you can save 2-5 year's of grind, do it. Anything can happen to your product including total failure in the Market. So if someone's willing to put a value on it now, cash in.

As a startup you have no idea how hard it is to turn great code into hard cash. Take the cash now and get where you want to be quicker.

P.S. just because you work with suits doesn't mean you have to become one. But it's surprising how some business methodology can bring order to creative chaos.