1 / 10

Silicon Forest Summit December 6, 2003 Board Deliberations, Conflicts and Protections in Deciding to Sell the Company

Silicon Forest Summit December 6, 2003 Board Deliberations, Conflicts and Protections in Deciding to Sell the Company Matthew A. Wilson General Counsel of Chrome Systems Corp. Chrome Systems Corporation. 17 years of automotive industry experience

JasminFlorian
Download Presentation

Silicon Forest Summit December 6, 2003 Board Deliberations, Conflicts and Protections in Deciding to Sell the Company

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Silicon Forest SummitDecember 6, 2003 Board Deliberations, Conflicts and Protections in Deciding to Sell the Company Matthew A. WilsonGeneral Counsel of Chrome Systems Corp

  2. Chrome Systems Corporation • 17 years of automotive industry experience • 100+ dedicated employees, totally focused on automotive industry • Many vehicle specialists assigned to specific OEM lines • Pioneered electronic vehicle specification • Privately held / unbiased data aggregation 38 makes • Independently verified most accurate vehicle data • 100% orderable data and configuration logic • Providing LTO ~ BTO platforms to the automotive industry • Chrome solutions are used everywhere there’s an automotive transaction or activity: Fleet, OEMs, Dealer and Consumer

  3. Key Clients & Partners

  4. Factors the Board must consider in deciding whether to fund or sell the Company • Stage of the Company’s lifecycle • Current financial condition of the Company • Quality of technology and personnel

  5. Potential conflicts between the Board, management, shareholders and employees There exists an inherent conflict between the groups: • Board: broad/macro-economic view • Management: strategic and personal view • Employee: how does it impact “me” view • Shareholders: return on investment view

  6. What type of economic, market and competitive analysis should the Board conduct? Internal: • Board should look to management for analysis • Board should test analysis by discussion External: Board should validate analysis with external discrete sources.

  7. How should the Board determine Fair Market Value for an acquisition? Challenge: FMV is a relative question in today’s market. Factors: • Method of valuation • Stage of Company lifecycle • Movement within Company’s market Key: Engage a qualified Banker to assist

  8. Involvement of the Executive team & Internal employee dynamics The Board should rely on the Executive team - Executive team is the primary source of information and analysis Be prepared for the grapevine - Have a clear and consistent communication plan Be prepared for loss of focus and productivity from employees - Work with the Executive team to manage through the disruption

  9. The Unsolicited Offer Reaction: Caution – consider the source Response time: Prompt with appropriate boundaries and guidelines Auction? Unless clear reason not to - yes Risks: • Damage to momentum • Damage to key relationships or opportunities • Perception in the marketplace if transaction is not consummated

  10. Chrome Systems Corporation is a proud sponsor of the 2003 Silicon Forest Forum Thank you to White & Lee and Intel for a great event

More Related