Tuesday, February 7th, 2012
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Corporate Finance/M&A Corner
BY Les Nemethy
CEO Euro-Phoenix Financial Advisors READ MORE

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Business owners often think that there is no equity capital available to them, yet there is far more money available in private equity coffers than quality projects to satisfy them. How can we explain this anomaly? Perhaps the single greatest explanation is that firms lacking proper corporate governance, as is the case with the majority of firms in Central Europe today, lack the corporate governance structures necessary to attract outside equity investors. There are other explanatory variables as well – such as the need to show an attractive financial proposition, a growth story, etc. – but there are so many firms that eliminate themselves from consideration for equity financing due to poor corporate governance that the question of corporate governance in itself deserves careful consideration.

This article will deal with two main subjects: (a) Practically speaking, what are the types of things a business owner/manager may do to improve corporate governance? (b) What are some of the resources available to a business owner/manager looking for additional information in order to address this issue?


(a) Improving corporate governance

For any investor, a company that is dependent on one individual for any crucial function creates a risk factor. The reality is that most SMEs in Central Europe are governed by very talented individuals, who run the entire business (what I call “One Man Shows”—see my earlier article on the subject here and here). So, the objective of a business owner who wants to attract equity capital or sell his business is to create a business that will run just as effectively – and will have the same growth prospects – without him. 

While for many owner/managers this is not possible in the short term – there are many shades of gray – one should at least be aware of the need to take the business in this direction. Some of the possible steps one might take include:

  • Installing a board of directors, preferably that includes strong independent members, that meets regularly and acts as the supreme governing entity of a company. The board should be responsible for risk oversight and establish appropriate internal controls. If the creation of a board is not possible, the establishment of at least an advisory committee would be a step in the right direction.
  • Where a business is of sufficient size and has the necessary resources, the owner might consider appointing a chief operating officer, or even a chief executive officer, and giving him real operating powers. In the case of appointment of a CEO, the owner might act as chairman of the board. This helps commence the transition in management and will reduce the risk for any investor, assuming the new individual is successful.
  • Once again, where resources allow, create a second tier of management with strong and competent individuals in key areas such as sales, marketing, finance, production, etc.
  • Strengthen systems. Again, where resources allow, introduce systems as appropriate, whether Customer Relationship Management (CRM), Enterprise Resource Planning (ERP) or obtaining certification from the ISO (International Standards Organisation). 

(b) Places where a business owner/manager might look for additional information

I would take the liberty of recommending three sources:

First, the Corporate Governance Committee of the American Chamber of Commerce in Hungary is perhaps the strongest think tank and driving force in the area of corporate governance in Central Europe today. Led by Laszlo Czirjak, an American-Hungarian investment banker turned private equity financier, the committee has numerous publications, including a position brief on the subject of corporate governance. 

Second, the European Confederation of Directors Association (EcoDa) also has a number of useful publications, including a very useful recent publication entitled "Corporate Governance Principles and Guidelines for Unlisted Companies in Europe." 

And third, you may wish to consider my book, Unlocking your Company’s Value (available at www.lesnemethy.com), which has a chapter on corporate governance and other useful information for business owners/managers who wish to attract equity or sell their companies.

In conclusion, corporate governance is not just a subject for large, publicly listed companies. It is a subject that must be addressed by every company, however small. And it is never too soon to address the issue.
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On the one hand one could say that selling companies is the same anywhere in the world, and there is some truth to this: intellectually, the concepts are the same, the steps in the process are the same, and the reasons for the success or failure of a transaction have common elements all over the world.

Having worked on transactions covering more than 40 countries, I can testify to these similarities.

And yet, on the other hand, there are distinct differences to doing deals in Central Europe. But it is hard to put my finger on exactly what these differences are. Perhaps it has something to do with the fifty years of Soviet occupation of most of the region.

During this era, there was no M&A industry in Central Europe; there was a general lack of financial, marketing and other skills; there was a prevailing value that "information was power," and one held his or her cards very close to the chest, only revealing the minimum necessary information. Without giving an exhaustive list of all the characteristics unique to Central Europe in contrast to North America or Western Europe, these include:

  • Good information about companies is much harder to obtain. For example, fewer companies, even of comparable size, have sophisticated Management Information Systems.
  • Regulatory regimes are not as developed. While most Central European countries have converged considerably with EU laws and institutions, there are often still gaps in enforcement or interpretation of regulations. The regime for collection of debts in Croatia, for example, is remarkably poorly developed.
  • Tax laws in most Central European countries are typically not as well conceived, are changed much more frequently, and their enforcement is more uneven.
  • The authorities perhaps have more discretionary powers, making it harder to predict risks.
  • There is also a much more prevalent grey economy than in Western Europe or North America. This means there is a need to look very carefully at companies that are being purchased, doing a very thorough due diligence. It also means that if an investor buys a legitimately operating company, it may experience unfair competition from those that are not.

For anyone attempting to do a cross-border deal in Central Europe, there are also a great deal of significant cross-cultural elements to doing a deal. The cultures of every single Central European country are highly unique. This is of course just as true for Western Europe.

Language in cross-cultural deals is another potential dimension of complexity. Recently, for example, I was involved in one deal that was negotiated in four languages.

Deals in Central Europe are typically smaller - market size is typically small, and few companies have become global or even regional.

Transactions typically take longer, due to the additional elements of complexity posed by the aforementioned factors.

So, as you can see then, doing deals in Central Europe has a flavor of its own. I do not mean this as a negative point. Doing a smaller mid-sized deal can be more exciting and intellectually stimulating than much larger deals in more developed markets.

From the perspective of multinationals and private equity firms, because Central Europe is generally undergoing much faster growth than Western Europe - a fact likely to remain the case for the coming decade or two - the additional complexity may be worth the effort.

There is also a convergence taking place. Deal sizes in Central Europe are becoming larger, ever increasing numbers of people are conversant in English, tax laws and regulations are gradually becoming clearer and their enforcement more predictable.

I have seen a huge evolution over the past 20 years, but it will probably take at least another 20 years before Central Europe fully converges with Western Europe.

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