Are you a mindful deal maker?

A recent article in MoneySoft's Acquisition MarketPlace Review discusses how successful decision makers approach a transaction such as a merger or acquisition with mindfulness, which means paying attention to the big picture, understanding the continuity of events, finding the truth, and executing

In the article, MoneySoft describes the following 12 characteristics of the mindful deal maker, which are based on research and observation of the acquisition marketplace:

Sets clear goals and maintains steadfast focus-Goals define the direction of the business, and focus keeps the enterprise on course. Define financial and strategic objectives before entering the acquisition. Wandering into the acquisition arena without clear objectives places you at risk.

Approaches deal making as a process-An acquisition or merger is a process that includes a transaction, but it's not just a transaction.

The process begins with the thinking that leads to the formulation of clear goals and continues until the acquired company has been fully integrated and all anticipated economic benefits obtained with a minimum of surprises. The art of mindful deal making includes diligently tending to the planting while considering the cultivation and eventual harvest as well.

Cares about people as well as their values and culture-People are the essential ingredient in any value chain. People buy and sell, work within the target and acquiring companies, provide goods and services to the company, and use goods and services provided by the company. The mindful deal maker preserves value by tending to relationships.

Communicates effectively-The lifeblood of human endeavor is communication. People affected by the deal have questions, concerns, and information needs. A mindful deal maker keeps lines of communication open and maintained because good communication with all parties involved can head off hearsay, gossip, speculation, and adoption of defensive positions. In addition, silence virtually always communicates the wrong message.

Relentlessly stalks the truthThe stakes are high for all parties, and sometimes the facts are presented in the best available light. This "spin" is readily available, but highly unreliable. Information may also be withheld for both legitimate and dubious reasons. A trade secret that could compromise a company's competitive position will probably be closely guarded. Look beyond the spin to locate what is hidden, and get beyond assumptions and understandings. Follow the path of a question until you have its answer, and include seeing and listening with mind and heart. The results of truth stalking can include better decision making, assumptions being understood, and risks addressed.

0 Does the mathAccenture (formerly Andersen Consulting) cited a surprising reason for disappointing results in mergers and acquisitions: Objective financial evaluation analysis was not performed. You may as well draw your plans on a sandy beach while the tide rolls in. A lack of linkage between the present performance and future expectations is a sign of hasty thinking, and troubles may follow. A mindful deal maker studies the numbers and the business decisions behind each and every line item. Knows the value of a potential purchase-The value is in the eye of the beholder, and an acquired business should provide a future

economic benefit. The value of that benefit can be estimated based upon the return after the cost of capital and taxes. The return must exceed the after-tax cost of capital and provide a reward for the risk taken (the higher the purchase multiple, the thinner the margin for error). If the asset is vital and overpayment is necessary, it should be a conscious decision made while being mindful of the risk.

Manages pressure, stress, and tension-The structure of the final transaction reflects the party's response to pressure, handling of stress, and resolution of tension. Pressure is created by boundaries such as time, money, human resources, and knowledge. A takeit-or-leave-it posture creates pressure. Pressure can be applied or removed. Respond to pressure with clear purpose, steadfast focus, and resourcefulness. Tension is created when parties have opposing or contending needs or interests. It can also exist between members of a deal-making team or opposing sides. Resolve tension by identifying the underlying needs and discuss them to find viable alternatives that meet each party's needs. Stress is a response to pressure and tension. Under stress, people can become aggressive or withdrawn. Stress can diffuse focus and inhibit creative thought. A mindful deal maker assesses the level of stress, pauses, reflects before responding, and finds a way to break the pattern so that it doesn't drain energy

and focus. Cultivates a negotiating atmosphere that favors the desired outcome-The mindful deal maker remains aware of the goal and is steadfastly focused. The perceived ability to satisfy needs is a source of power and influence. Project this power. See that communications are maintained, critical information is discovered, problems are solved, and gamesmanship is avoided. The mindful deal maker sets the climate, direction, and content of negotiations.

Uses professional counsel to add value-There are many perils awaiting the ill informed. Help is needed and readily available. Experienced objective counsel is necessary and may be expensive, but the cost is negligible compared to the trouble that can follow a poorly crafted transaction. The mindful deal maker doesn't ask the counsel what to do, but asks to be educated on the alternatives, opportunities, risks, and means to handle them to achieve a deal that delivers the goals.

Develops specialized skill and resources-Obtain the tools of the trade, such as a well-maintained network of contacts and productivity tools, so you can enter the arena well prepared. Find out the capabilities and limitations of your organization, and keep a database for deal flow, funding sources, various professionals, and sources of business information. Establish standards and procedures. Be prepared and ready to spring into action with poise and clarity of focus.

Learns from each dealLearning takes place while the deal is being made and continues beyond the closing. Mistakes will be made; gain insights and develop new techniques. Inquire into the efficacy of the post-deal integration plan and the performance of the company. Review strategies, refine underlying assumptions, change policies, upgrade systems to correct deficiencies, and build upon strengths. New tickler file method keeps projects on track Documents, photos, and notes possibly useful for an upcoming project can be accumulated in a special tickler folder so that they don't have to become piles on your desktop, advises Sharon Mann, organizational expert at Esselte.

Use a hanging folder labeled with the project name, and place five interior folders in it. Label each inside folder with a different day of the week. As the week progresses, drop papers and other items for review into the respective interior folders. Be sure to review the materials at each day's end. Each Friday, sort through the entire hanging file to determine what to save and what to transfer to a permanent file. Managing outsourced resources, building a virtual business Entrepreneurs with little capital and strong technology savvy can retain services when needed instead of leas ing or buying a suite of offices and hiring employees. According to Barry Allen, CEO of International FieldWorks, learning the definitions of outsourced resources, telecommuting, and the virtual business enterprise can allay some of the confusion about these three work methods.

Telecommuting involves employees rather than independent contractors, and those employees generally don't work in the corporate brick and mortar. Outsourcing has to do with a business contracting a service that's not within its core competency. The virtual business enterprise is one not held together by brick and mortar, but instead relies on contracting all of its resources and services; its expertise is in the management of those services.

COO of International FieldWorks, Pauline Field, a management consultant with 17 years' field experience, didn't want a traditional consulting firm where there are employees on the payroll waiting for the next assignment. Field wanted a business that would be based on true, verifiable value for the client. The principals of the company began building a network with the help of a developer of recruiting software, SearchPerfect. The developer provided a custom redesign of the software that's Web-enabled and allows the company to build a contact database with the necessary search fields and digital attachment of resumes and case studies. Networking also gave the company secretarial help, a Web host and designer, sales support, researchers for scanning 400+ resumes, and several home-based support staff for tasks such as entering data into the Website. The infrastructure allows for a distributed workflow that uses the skills and disciplines of the most qualified people wherever they may be located. Access by telephone and e-mail is important, as are contractors who are responsive and check messages frequently.

Allen emphasizes the importance of connectivity, bandwidth, speed, and Internet service providers (ISPs). Although connectivity may currently dictate who may be available as contracted resources, two-way satellite communications service in the future may provide access to resources that are off the normal grid. Some of the many services used by International FieldWorks include legal services, graphic design, printing, secretarial services, public relations, proofreading, Webmaster services, reception and telephone answering, accounting, tax preparation, bookkeeping, payroll, sales, sales support, marketing, marketing support, mailing, billing, report writing, proposal writing, research, reference checking, data mining, software development, recruiting, telesales, and information technology support.

The company has hard-wired telephones installed at homes of selected home-based resources to maintain low telephone costs and accountability. One aerospace company in California provides its engineers with cellular telephones instead of desk telephones so

they can keep in touch while traveling across an ocean or between cubicles. When managing a virtual staff, make sure the contractors have telephone capacity, fax machines, modern computer equipment, printers, and other necessary tools. Notebook computers and Internet availability may be necessary for required travel. Your virtual business can decide whether to provide this type of equipment, but be sure to obtain

a delivery receipt to protect against the contractor's bankruptcy,

and get insurance for the offpremises property.

To build teams for collaborative projects, Allen suggests Microsoft Netmeeting, which includes voice, video, chat, file transfer, and white boarding. FieldWorks' IT people say Windows XP will give even better collaboration tools. FieldWorks uses audio conferencing and will soon be incorporating video broadcast for worldwide consultant meetings. Other collaboration tools are provided by offpremises cyber storage facilities, such as X-Drive. Allen also recommends PcAnywhere for access to shared files and to provide activity tracking logs and several methods of access protection.

Barry Allen's specialties are in business management, law, and technology. His background includes the start up, turnaround, and management of businesses. He's served as deputy director of civil defense in Southfield, Mich., and has owned and operated a physical and electronic security corporation. For more information, contact him by e-mail (of course), ba@fieldworks.net, or by telephone, 818/243-4864. Konica reviews products for compliance with Rehab Act Konica Business Technologies,

a subsidiary of Konica Corp., is reviewing all of its copiers, printers, fax machines, and MFPs to ensure compliance with the standards recently included in the update to Section 508 of the Rehabilitation Act of 1973. The new Section 508 compliance regulations require that all federal agencies that develop, procure, maintain, or use electronic and information technology ensure that the equipment is accessible to government employees and citizens with disabilities.

"Konica has always made every effort to make its information imaging technology as accessible as possible to disabled users and is continuously re-examining all products to determine what additional upgrades and alterations can be made to allow easier accessibility to users of all abilities," said Yasuo Matsumoto, president and chairman of the board for Konica Business Technologies.