Not all entrepreneurs get to take their companies public. And even if
they do, not all of them are prepared for what awaits them. I certainly
was not prepared when I took my first startup company, Gupta
Technologies, public in 1993. But I learned a lot from that early
experience and applied the lessons to my next IPO in 1999. Fifteen years
after happily running Keynote Systems as a public company, I recently
sold it to a private equity company.
Here are five important lessons I learned during my two journeys from tech founder and entrepreneur to public company CEO:
1. “This is not your father’s company.” Those words
were actually said to me, believe it or not, by an investment banker!
Usually bankers are pretty diplomatic with their important CEO clients,
but I’d obviously upset this very well-known industry figure with my
brash ways. It was 1994 and the startup I had founded and run for nine
successful years, Gupta Technologies, had gone public the previous year
in one of the hottest tech IPOs of that era. But a year later, our fast
growing client server tools and database business started to face
increasing competition, leading us to miss a quarterly forecast. Well,
that ended our 15 minutes of fame as a Wall Street darling, and our
stock price dropped precipitously. Larry Ellison, my former boss from
Oracle, called me up, and a few days later he offered to buy my company.
But I was just not ready to sell my baby. After all, it had my name on it, and I had built it brick by brick over many years.
What the banker was really saying to me then was that this was not my
company any more, and while I was still its largest shareholder, it
belonged to its public shareholders. It was not a company I had
inherited from my dad, nor was I was going to pass it along to my
children. I now had to think about what the majority of my shareholders
would want me to do, not just what I as the founder wanted to do.
My board was divided about how to respond to the offer, but they
mostly took their guidance from me. So when I said no to the offer, they
went along. Big mistake. We should have sold the company for what in
hindsight turned out to be a pretty good price. Even though I embarked
on an ambitious turnaround plan, the stock continued to fall, the
company’s position went from bad to worse, and 18 months later I finally
threw in the towel. I resigned from position as CEO and from the board,
sold all my shares, changed the name of the company, and went off to
lick my wounds.
It was a hard lesson for a young entrepreneur. When you bring on the
public as shareholders, you also lose some freedom of action as a CEO.
As long as you are producing the numbers that Wall Street expects, you
will have all the freedom you want. But if and when you miss your
numbers, you need to keep Wall Street in mind as you create a plan to
win back their favor. You can’t just ignore your shareholders as if they
are simply suppliers of capital with no say-so in running their
company. Which brings me to an elemental truth about tech companies so
well known to most experienced investors.
2. “When a high tech company hits the wall, you don’t usually see the skid marks.”
That’s a popular saying from Wall Street that is so very true. The
overwhelming reason most investors invest in tech IPOs is because they
expect higher growth from them than from more mature companies.
Otherwise they would be just as comfortable investing in steel or
railroads. So young, fast-growing Silicon Valley companies are often
encouraged by their early venture capitalist investors to take advantage
of an available “window of opportunity” to go public, even if they
might not be ready for it.
Most such companies that go public have reached a point where their
markets and business models are relatively proven, but that doesn’t mean
they can achieve the earnings consistency of, say, a GE or IBM. In
fact, some of them aren’t even making any earnings! And many have a
large part of their revenues coming quite late in the quarter. So it’s
only natural that some of them are likely to miss their forecasts, if
not right after going public, then at least within the first few
quarterly earnings cycles. But they are growing so fast, that when they
do hit a revenue (or earnings) wall, even experienced CEOs sometimes
don’t know it’s going to happen until the very end of the quarter. When
they finally realize it’s time to hit the brakes, the accident’s already
happened!
Despite the risk of such regular blow-ups, there are overwhelming
benefits to most parties involved in the IPO process. The venture
capitalists get to have a successful financial exit, which results in
increasing their fund returns. The entrepreneurs who founded the
business find it incredibly seductive to take their company public and
achieve not only a tangible net worth for their hard work but also get
to be feted and celebrated by the public as heroes of our modern
capitalist society. And, of course, the investment bankers make money on
their commissions. Even the buyers of the IPO stock usually end up
making money because the IPO price is usually established to result in a
first day “pop” of the stock, which allows the major institutional
buyers who purchase most of the scarce stock to make some quick returns.
Most everybody wins as long as the stock price does not crater during
the usual lock-up period after the IPO because of an earnings miss or
due to a general stock market meltdown. But what happens when the
post-IPO honeymoon is over? That brings me to the most important job of
the public company CEO.
3. “When CEOs have troubles at work, they take them home. When I have troubles, I usually sell them!”
Those were the memorable words of a hedge fund investor who owned stock
in my first company and also chose to invest in my second one. That
second company was Keynote Systems, an Internet startup that I had the
good luck to invest in as an angel investor in 1997 and whose founding
shareholder I bought out a few months later to become its CEO.
While I was able to build a pretty solid business with real revenues
and customers over the next two years, we also got lucky by timing our
IPO with the Internet bubble of 1999 and raised a lot of money during a
hot initial offering and an even hotter secondary offering a few months
later. But once the bubble burst in early 2000 and most of our
shareholders had sold their “troubles” in the stock market meltdown that
followed, being an Internet company CEO was a lonely 24×7 job.
I took my troubles home every day. And unlike my investors, I could
not just sell my company and move on to the next opportunity. There were
no buyers for Keynote, and besides, most of the shareholders who had
bought my stock at its post-bubble low point didn’t want me to sell out
at the bottom. I figured that they had “re-hired” me to build more value
into the company than what the stock market reflected at that time.
This understanding of the ultimate fiduciary duty of a public company
CEO is what has guided my actions ever since. In any modern
corporation, a CEO’s job is to act as a steward of shareholder capital. A
public company CEO’s job is made harder because not all shareholders
have the same investment time horizon, some want you to increase stock
price in the short term regardless of long-term consequences, and others
are more patient and understanding of a longer-term view. In other
words, some are fickle and some are faithful. How then to reconcile the
needs of this diverse owner base, and do so without twisting yourself or
your employees into a constant state of churn similar to what exists in
the stock market? That brings me to my next to last lesson.
4. “Love the one you’re with” – that’s an old song
from the seventies. In this case it means, you can’t just flit from
opportunity to opportunity without actually giving your full passion and
energy and talent to the business that brought you to the IPO party.
Operating a business day-in day-out can sometimes mean a lot of hard
grinding work that requires you to constantly pay attention to boring
details. Most startup entrepreneurs are great ideas people, but many
reach a level of ineptitude when confronted with managing operating
minutiae and processes. Some of them recognize this in themselves and
step aside for a professional CEO or COO when their company arrives at
such a stage. Others are forced to step aside before they go public by
their venture capital investors if the company has moved out of the
founder’s individual control. And yet, many companies do go public with
their original founders at the helm. Some of these founders evolve to
become very capable public company CEOs, many do not. While I was one
of those founders who did not succeed at my first try, I was fortunate
enough to have the opportunity to do it a second time, and apply the
lessons I learnt from my first failure. Which brings me to my last
lesson that does not need much elaboration.
5. “When the fat lady sings, exit stage left.”
However good your last act, there is always another act that follows. It
is important to understand when your time on the stage is over, and to
make room for the next act. Sometimes this means finding a successor to
take the company to the next level without you, sometimes it means
selling the company to pursue an existence as part of a larger player,
and sometimes it might mean taking it private to undertake a
restructuring or strategy shift that is best done outside of the public
eye. The trick is to accomplish this with as much forethought as
possible and above all—do it gracefully. For the company, and for you !
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Saturday, 15 February 2014
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