Sunday, November 4, 2012

The End of the Art of the Turnaround

The road back for a broken company has always been long and hard. But today it is longer and harder than ever. What’s needed is serious regulatory relief and some very big, very long overdue tort reform.
Wonder where all the jobs really went? The Obama campaign likes to blame Republican presidential candidate Mitt Romney, Bain Capital, and other corporate clean-up crews called in to figure out what to do with a business in crisis or in stasis. But all too often, such third parties are forced — often against their own counsel or ambition — to shut the business down, as quickly as possible, rather than turn it around and salvage as many jobs as they can.
Some culprits for these hair-trigger liquidations are obvious. Expansion of creditors' power under the Bankruptcy Act of 2005 is driving instant liquidations of some businesses and contributing to the mushrooming of adolescent hedge funds on the hunt for vulnerable companies. Throw in an insatiable hunger among investment banks for transaction-based fees and you have a "ready-sell-aim" mentality that now routinely wipes out salvageable companies at a crossroads.
But there is a larger, more troubling force at work: an emerging culture of caution, bordering on cowardice, in corporate governance, thanks to regulatory corporation-bashing inspired by the shenanigans of three companies — Enron, WorldCom, and Tyco — at the beginning of the millennium and galvanized by the rash of class-action lawsuits that have occurred since.
The new boardroom culture of fear is the inevitable result of growing conflict between two warring factions struggling over the fate of an imperiled enterprise. The first, the Decision Makers, are its board members, lenders, investors, and managers. They sit in the crosshairs of the second faction, the Opposing Force, comprised of angry and loud unsecured creditors, former employees, class-action litigators, and government regulators. The factions fight over numerous options for the business, but the options inevitably boil down to two: sell the company, whole or in whatever pieces they can, or tough it out and turn the company around.
The path of lesser resistance usually wins: the company is taken apart and jobs disappear. Who wants to serve on a board that turns down the immediate gratification of a sale in favor of a slow and uncertain turnaround? Anyone who thinks it easy to turn down the sale and still show their face at the next investors' conference should ask a Yahoo board member.

Read more: http://www.american.com/archive/2012/november/the-end-of-the-art-of-the-turnaround

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