12.09.2019 – When companies change ownership, key employees often get busy looking for new jobs. Some also take intellectual property with them on the way out the door. Here is how a real-world case unfolded – and how investors can prevent such calamities from happening.
The moment the investment started sputtering and stalling was the day the head engineer quit his job. His resignation letter, hand-delivered to the CEO in the morning, hit the new private equity investors of the company like a bucket of ice water. They had only recently acquired the southern German plant manufacturer for a load of cash. The engineer, a key figure in the company, had assured the new owners just the day before, again, that he would stay on in the new era.
As the news of his sudden departure reached the asset managers, they instantly realized the momentousness of his decision. But before they could even discuss how to deal with the consequences, more resignations turned up within hours. Three senior sales people and service technicians quit by lunchtime, a serious upheaval in the midsized company. According to the grapevine emerging that day, they did not believe that their future was golden under the new ownership.
The acquisition had been rather expensive in the first place. It was after all a seller’s market in the German corporate world. Potential investors from all corners of the globe – Europe, the Middle East, China, the U.S. – were lining up around the block to buy up German “hidden gems”. Midsized, globally successful, family-owned businesses.
The backdrop to this phenomenon was fast-growing private wealth, which to this day has been giving private equity investments a massive shot in the arm. Whereas PE assets under management totaled approx. $ 30 billion worldwide in 1992, they had reached $ 4,000 billion (=4 trillion) by 2015, according to the private equity marketplace Palico based in Paris. By 2020, Palico predicts the PE market will have doubled to $ 8 trillion. But the demand for attractive investment opportunities already far exceeds the supply. And thus investors are jumping at the chance to snatch up, among other things, successful German engineering companies. They are seen as solid and reliable, like the plant builder in southern Germany.
We were hired as investigators to look into the sudden personnel departures and found that the head engineer had started a new Ltd. company in a neighboring country not far from his previous job. The financier of the new venture was a local entrepreneur with deep pockets. Meanwhile, a first wave of customers began canceling their contracts with the plant manufacturer and signed up with the brand-new competition, who were offering competitive prices for their services.
We scrutinized the laptop computers left behind by the departing staff. A breadcrumb trail of bits and bytes showed that customer lists and tens of thousands of engineering documents had miraculously left the building in recent months. Most of them in the last two weeks before the resignation wave.
Also, part of a business plan was discovered, outlining the new Ltd.’s strategic direction. The document’s time stamps suggested that its creators had lied about their intentions for quite some time.
Armed with the assembled proof, the plant manufacturer filed a criminal complaint, a likely breach of competition law, with the local prosecutor’s office. The case is now a government investigation that will probably drag on for years, outcome unknown. It is unclear, too, whether the plant manufacturer’s business will continue to flourish as it did in the past forty years. All it took was a data breach and a few disgruntled key employees to turn a rock-solid investment into a liability within a few days.
Investors beware: prepare for such scenarios. Because cases like this happen every week.
Collect background information about key personnel before the takeover, so that there are no surprises. Look into the IT situation: how well protected are the company’s ‘crown jewels’? Are there any open barn doors that may be used to squirrel away intellectual property? And finally, talk to the key personnel early in the game and keep your promises to them. They will judge you by your actions, not your words.
Sebastian Okada
Corporate Trust Sicherheitsblog 