Motorola's New Enterprises

Leverage Enterprises with a Nurturing Strategy

Process and Strategy Assessment


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Leveraged Builds on proprietary World Class know-how
May have significant synergistic potential
May merge with or establish new Core Business in 10-20 years
Not entirely alien to existing Operations
Entrepreneurial Focused on customer needs and satisfactions
Committed to high growth with low investment
Expectation of high upside for contributors
Champions' and key people's spirit is critical
Strong cultures with free association and styles allowed
Nurturing Risks and failures accepted, but never indulged
Insulated from Bureaucratic mentality and reporting
Has high level mentor (CEO, COO, CFO, CSO,...)
Encouraged to mix with Core Business people
Strategy Commitment is long term (i.e., 10-20 years)
Belief market will be huge someday
Any existing market forecasts vary widely
Technology pieces exist (in labs, at least) today
Successful applications seem imminent

"Strategic Renewal is different than Tactical Renewal!"

Table of Contents

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      I.   Executive Summary

  A. Study Origins    
  B. Study Process  
  C. Major Recommendations    
  D. Study Team    
  E. Interview Schedule    
  F. Discontinuous Renewal Synopsis    

      II.   Strategic Value Added

  A. Strategy    
  B. Relationships  
  C. Arenas    

      III.   New Enterprises

  A. Support Staff    
  B. Venture Staffing  
  C. Incentives    

      IV.   Portfolio

  A. Venture Planning    
  B. Venture Control  
  C. Venture Harvesting    

      V.   Deals

  A. Deal Flow    
  B. Selection  


Executive Summary

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      I.   Executive Summary

A.   Study Origins  

Motorola's New Enterprises engaged Pugh-Roberts Associates to undertake an assessment of its operation and make recommendations to improve its performance. The Division in various incarnations has been led by a succession of general managers starting with Stephen Levy (1972-1975), then Robert Salatka (1975-1977), and Keith Bane (1977-c.1980), and then the current Division was organized under Levy Katzir (1982-1988). New Enterprises is committed to a fresh look at Motorola's efforts to institutionalize discontinuous renewal.

B.   Study Process  

The Pugh-Roberts team took the perspective, right from the start, that it was important to extract what works and is valuable in what exists and what has been learned and to go forward with a semblance of continuity. We resolved to avoid the temptation to "start all over" but rather ventured going forward given what has been done and is in place. We began by interviewing venture personnel and Motorola corporate officers. We got a sampling from Motorola operations. In all, we conducted 29 interviews, plus 5 interviews of New Enterprises' personnel. The interview schedule is presented on the next page. We then presented our findings to the New Enterprises' staff. With the benefit of their feedback as well as the benefit of our involvement in and ability to benchmark with other corporate venture organizations, we wrote this report.

C.   Major Recommendations

The major recommendations are the following:

  1. Since discontinuous renewal is an imperative of all multi-century corporations, the initiative should be continued,
  2. New Enterprises must urgently set about developing a strategy and management process, and be prepared to sustain their strategic thrust,
  3. realistic process of estimating shareholder value based on completed milestones would be invaluable in managing the portfolio, determining funding, energizing urgency and demonstrating value,
  4. Have arenas managed by a Partner/Gatekeeper, but have ventures report to their boards (control by milestones),
  5. Put more effort and focus on the end-game, be it spinning into Motorola as a business unit within an existing sector or establishing a new business group or sector, or being sold or going public.

Although it is outside the scope of this consulting engagement, we do strongly recommend that the investments made by New Enterprises (or New Enterprises itself) be capitalized under an investment holding company so that investments don't become treated as Motorola losses.

D.   Study Team  

The project leader was Jim Cook, with significant participation and contributions by Ben Sykes and Carl Kaminski. Alan Fusfeld was the Overseer of the project. Jim Cook started two high technology companies, took one public, was on the board of several high technology companies, was corporate staff Vice President of Technology of Computervision and is now Deputy Director of the Technology Management Group of Pugh-Roberts Associates. Ben Sykes managed Exxon Enterprises ventures, was responsible for 37 ventures (12 of which were worth over $200 million publicly), and has Senior Associate status with both New York University's Center of Entrepreneurial Studies and Pugh-Roberts Associates. Carl Kaminski was Director of Planning and Business Development for a McGraw-Edison Division. Alan Fusfeld is a Senior Vice President of Pugh-Roberts and the director of the Technology Management Group.

  Note about Organization: The remainder of this report is organized by the subject of focus: a) Strategic Value Added, b) New Enterprises, c) Portfolio, and d) Deals. In turn, each of these sections is broken into its three most vital constituents, and each constituent is reviewed from three perspectives: a) Observations and Implications, b) Discussion and Best (or Worst) Practices, and c) Recommendations.

Note about Notation: We have rated the criticality of "Recommendations" by the following legend: a) C for Critical, b) E for Essential, and c) W for Worthwhile. We have employed a * on "Recommendations" where we, Pugh-Roberts Associates, could bring to bear special expertise. Throughout this report we have used: a) M to mean Motorola, the company, b) Mops to mean Motorola's operating divisions, and c) Mne to mean Motorola's New Enterprises Division.


Interview Schedule

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New Enterprises &
Motorola Interviewees









Tel. #

Fax #


4+ John Jones, Pres



8 - 3




3+ Elliott Philofsky, Pres







2+ Charles Loew, Pres






2+ John Brimm, Pres







Aaron Benaiah, Pres








Bob Galvin, CofB








George Fisher, Pres








Gary Tooker, COO








Peter Lawson, CVP Legal







Chris Galvin, CSO







Keith Bane, SVP Strategy







Jack Beaver, HR







Levy Katzir, SVP








Don Jones, CFO








Ed Staiano, EVP





Tommy George, SVP/AGM







Mort Topfer, SVP/AGM











Larry Doherty, VC








Bob Richardson, GM





Alan Kirson














30 Interviews Conducted


Discontinuous Renewal Synopsis

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Find a repeatable method to achieve discontinuous renewal at Motorola.



A dedicated organizational subunit (Mne), a charter, a plan, staff and budget, access to capital, a portfolio of ventures, and a means to generate deal flow.



The subunit (Mne) must be substantially autonomous of the sponsor (Mcorp). The subunit's charter must be endorsed by all parties on which the subunit relies.



Make prudent, promising investments in the portfolio ventures and deal flow as prescribed by the Charter. Monitor and offer direction and assistance to portfolio ventures. Divest interests in the ventures when they no longer offer promise, when they become commercially successful, or when it becomes mutually beneficial to be run as or under a new M group or sector.



The current processes will yield gains in shareholders' value in excess of other risk-adjusted alternatives consistent with the sponsor's constraints (line of business, policies, absolute risk threshold, ethics, and national societal and humanistic concerns).



The shareholders' value is unmeasured, but is not in excess of alternatives, as qualified above. In some instances, the shareholders' value has appreciated commensurately (Tegal and Emtek). The strategy and management process are missing.



Discontinuous renewal is the only way to have a multi-century corporation (note: Berretta in manufacturing, Corning in joint ventures, Coca-Cola in merchandising, AT&T in technology). The seeds of repeatability must be in the successes. The management process of the procedure has been lax.


Next Steps:

Create a strategy and adopt a management process based on the wisdom of experience and the insight of perceptions. Devise a measurement basis related to shareholders' value. Employ time frames consistent with the phenomena being measured.



Successes should become more repeatable as good method (discipline and some rigor) is applied to good process. A good measurement method for risk-adjusted shareholders' value should reduce the time needed to see results (perhaps from 5 to 7 years down to 2 to 3 years).


================== End of Chapter I - Executive Summary ===================



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A.   Strategy

        1.     Observations and Implications

The 1988 Annual Report says, "The New Enterprises organizations' charter is to enter completely new businesses in emerging high growth, high technology arenas." The appearance of this statement in the Annual Report dramatizes the importance of a charter but, by no means, signifies the strategic intent. We could not find a comprehensive strategy, and so, we assumed that none exists. Without a clear strategy, Mne's direction, legitimacy, and viability can always be called into question, both inside and outside of M.

Strategic Renewal is a need widely recognized by the senior management of M and forcefully fostered by Bob Galvin. However, we found no clear connection between Mcorp's overall strategy and Mne's purpose. The condition of a forceful mentor and a strategy disconnect has been correlated with the demise of corporate venturing elsewhere. This can, and often does, pre-empt the actualization of investments because of the lapse in long term support.

The absence of a strategy and management process and some other basics were mentioned in the interviews. Specifically, it was mentioned more than once that Mne lacked a crisp statement of its strategy, a thought out plan, and the discipline to adhere to them. This is a constructive criticism with the obvious invitation to be turned around. Barring the installation of these basics, however, reduced support is to be the expected consequence.

As a substitute for a strategy, financial criteria for investing and the overall performance of Mne were promulgated. These criteria served as operational guidelines and as vehicles to demonstrate the direction and legitimacy of Mne. Some of the criteria were indeed helpful, for example: a) focus on software, electronics, and factory automation, b) total initial investment of less than $6 million in any one venture, c) investment limited to ventures in emerging markets growing faster than 50% per year and of total size between $50 million and $200 million. Other criteria hurt Mne's credibility, such as: a) aggregate venture sales of $1 billion in 10 years, b) very profitable industry (i.e., attractive) where acquisition can be made at a low level of investment (i.e., cheap), and c) large  experienced  (and emerging?) companies not participating despite high margins. The presence of unachievable and mutually inconsistent objectives undermines Mne's credibility.

M has clearly embraced the view that "Strategic Renewal is different than Tactical Renewal." Furthermore, Strategic Renewal has the support of Mcorp and an unusually high degree of support from Mops. This has sustained Mne through some tenuous times, but now is a good time to reduce the reliance on this article of faith.

        2.     Discussion and Best (and Worst) Practices

New venture arms in large corporations are created as separate entities to provide: a) a center of responsibility focused on growth by venturing, b) appropriate organizational climate and structure to foster emerging businesses, and c) insulation from the dominant values, concerns, norms and bureaucracy of the maturer businesses.

The root cause for separating large corporations' main line businesses from corporate venturing is  corporate asymmetry." That is, the differences between emerging ventures and established divisions are so stark with respect to predictability, planning, funding, evaluation, objectives, time frames, structure, administration, and culture as to cry out for them to be managed separately until the "emerging" becomes "established."

A chemical company's venture arm established a venture strategy in the absence of an overall corporate strategy and got tacit approval and recurring vacillation. The activity was then viewed as out in left field and later as an elitist clandestine operation. When the parent company's president retired, the venture arm was disbanded.

DuPont changed its strategy from diversification to consolidation around 1970. The corporate venturing did not change its strategy (it could have begun investing in start-ups exploiting advanced technology in its main line markets, for example) which is why it lost support and was nearly disbanded. Unrealistically short time spans and large sales expectations also undermined support for DuPont's corporate venturing.

"After we painfully learned that ventures might take 15 years to pay off, we adopted the practice of making ventures self-supporting early on. Furthermore, we withhold making large investments until both market acceptance and financial return have been demonstrated," according to the Development Controller of DuPont.

Ralston Purina adopted a realistic charter which set forth: a) scope, b) objectives, c) the venture process, d) structure, e) conflict resolution, and f) end game. The executed plan, which resulted in a major new division of the company, helped Ralston be recognized by Dun's Review as one of the five best managed companies in America. (A very worthwhile case study.)br>

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. Develop, adopt, promote and sell a clear, concise, and consistent strategy which addresses:
    1. purpose and rationale,
    2. achievable objectives,
    3. basis of performance,
    4. arenas,
    5. time
    6. horizons,
    7. conflict avoidance and resolution, and
    8. sustained support and collaboration. (C)*

  2. Resolve under what conditions Mne could make a minority investment. (C)

  3. Propose a plan which emphasizes consistency with Mcorp long term strategy, leverages Mops' World Class strengths, and proposes operational criteria and measurements which are applied throughout the venture life cycle (from deal flow, screening and selection, feasibility, commitment, incubation, launch, emergence, and divestiture). It is important to stress the benefits and rules of engagement for all involved. (C)*

  4. Sell the strategy and the plan to Mcorp and Mops, mindful of and responsive to their feedback. (E)

  5. Do not take on any new venture investments until Mne has a clear course and management process. (W)

  6. Develop a realistic operational-shareholder value model (based on likelihood of reaching mile-stones and the shareholder value of comparable ventures which have reached that milestone). (E)*

  7. Consider incorporating Mne as a wholly owned investment company and capitalize it according to the shareholder value model and stop expensing it because of the harm it may be doing to M's earnings. (C)

  8. Assess all current holdings according to the shareholder model and use that as a major input for determining their disposition (along with strategic fit with Mcorp and Mne). (W)


II.  STRATEGIC VALUE ADDED   -  Relationships

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B.   Relationships

        1.     Observations and Implications

Mcorp and Mops review, at least quarterly, division by division earnings performance. This is an inappropriate and counter-productive basis on which to portray Mne. Inappropriate because Mne's ventures are emerging and almost by definition are losing money, but creating shareholder value. Counter-productive because support for Mne is undermined.

Mne has not exploited Dan Noble Fellows nor the M Science Advisory Board members to get leveraged relationships and networking mileage. These and some additional formally and informally recognized individuals could be "magnets" for ideas and, potentially, deal flow and "intelligence" from within the network of M employees everywhere.

Mne has had numerous instances of good relationships with Mops, particularly APRDL and the Semiconductor division. In the past, there has been some serious strains due to heavy-handed pressure, overstated claims by Mne about ventures' products, and the perception that Mops could make much better use of investment funds. The continuation of good relations with Mops is vital to Mne's ability to leverage Mops' World Class technical capabilities. This is an important comparative advantage of Mne ventures over venture capital backed ventures.

Mne doesn't have the time to cultivate relationships inside Mops because Mne is understaffed. Consequently, one of the vital resources of Mne, namely leveraging Mops' talent and know-how, is languishing.

Mne relationships with venture capitalists is non-existent. This can be explained by: +a) Mne has no option for shared ownership, b) Mne has no framework or basis for a relationship, and c) Mne does not have a clear venture strategy for them to relate to. By not establishing links with the venture capital community, Mne is foregoing one of the best sources of deal flow, talent and assessment.

Historically, Mne has sought out potential key people by networking within the industry and using proven search firms. This has been sporadic, but effective from time-to-time. Mne has not networked with academics, consultants, and/or luminaries, to date. Networking to obtain talent, ideas and assessments is a vital part of venturing and is why we will be recommending that Partner/Gatekeepers be added to Mne's staff (Gatekeepers are consummate networkers).

            2.     Discussion and Best (and Worst) Practices

Kodak populates each geographic location with a trained "facilitator" who is available to package ideas from within Kodak's operations for funding by Kodak's New Opportunity Division. Furthermore, on a systematic basis, ideas for businesses unrelated to existing businesses which are rejected by line divisions are reviewed by the New Opportunity Division.

One chemical company's corporate venturing operation engendered the following attitudes: a) "another mouth to feed," i.e., a competitor for capital, b) "hot area," i.e., its limelight generated unrealistic expectations and jealousy, c) "the brightest young people in the company," i.e., line operations are inferior, and d) not surprisingly, it had very little grass roots support. Consequently, the corporate venturing arm received virtually no line cooperation which prevented its ultimate success.

Ralston Purina corporate venturing exploited an extensive network of contacts in the corporate R&D organization. This effective networking was an outgrowth of previous associations of the corporate venturing leader.

Business cases indicate that a crisis of relationships occurs when the venture arm experiences disappointments which, in turn, discourages relationships out of concern for being tainted. On the other hand, repeated successes by the venture arm raises the spectre of a potential, threatening competitor (of the line operations) for talent and resources, also resulting in a deterioration, and even crisis, in relationships.

Three mechanisms have been cited to improve relations between corporate venturing arms and corporate operations. They are: a) a prestigious "Resource Board" composed of talented operating personnel, b) reducing the elitist status associated with corporate venturing, and c) reduction of lavish levels of funding, (e.g., in one instance, from hundreds of millions per year to tens of millions per year).

Relationships are vital for intelligence gathering regarding deals, talent, competitors, substitutes, technology, and events. The more key sources you are in touch with, the better your chances of success.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. Stop the practice of posting Mne investments as M losses. (E)

  2. Get Mcorp okay to do deals with venture capitalists, then draw up a strategy to share in deal flow, joint investing, technology transfer, and deferred buy-out (of marginal performers who might be good performers with M know-how). (E)*

  3. Foster interaction with Noble Fellows and other "Idea Magnets" within M. (W)*

  4. Communicate Mne benefits to Mops such as funding of pivotal technology development and/or transfer, participation on Mne ventures' board, or "spin-in" of Mne ventures to Mops unit. (W)

  5. Publicize and reward M who help Mne ventures. (W)

  6. Adopt higher M profile so that Mne does not become detached and alienated, but avoid "consensus" style for Mne venture decisions. (W)

  7. Create Technology Advisory board consisting of international luminaries (and be prepared to treat them handsomely) drawn from academia, the trade press, industry and within M to create (talent, research, and investment) leads, vision, informed screening, and excitement. (W)*



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C.   Arenas

The arena (or cluster) concept for corporate venturing proposes that a group of ventures be started or acquired, each of which is in a field related to one or more of the others. The relationship could be based upon complementary technologies or markets. Because of the relationship, each venture can benefit from the complementary capabilities of the others through cooperation on technical and/or marketing issues.

        1.     Observations and Implications

The arena concept began with expectations of concentrated competency within prescribed venture investment areas. Later, this concept was further leveraged as a facilitator of transfers between ventures, cooperation between people in corresponding functions (of different ventures within the same arena), and sharing of technical platforms among ventures. The transfers did not take into account "aculturation" issues which delay the effectiveness of transfers. The co-operation simply did not materialize because venture staffs did not have the time. The sharing of platforms was a disaster because it was imposed forcefully on the ventures and, because it was not "solid," it jeopardized the venture

The arenas are: a) health care systems, b) factory automation, and c) semi-conductor fabrication equipment. Health care systems and factory automation were chosen because they both are emerging markets where mobile communications can yield a competitive advantage. Semiconductor fabrication equipment, on the other hand, was chosen for corporate strategic reasons and not for reasons rigorously tied to Mne's charter. The result is Mne is somewhat tainted as a refuge from tough business practice and not focused on "discontinuous renewal."

Mne does not have significant expertise or networking capability in each of its arenas. This lapse prevents Mne from having the requisite fluency to integrate and relate what is happening in the marketplace and the ventures. (Later we recommend a Partner/Gatekeeper for each arena as part of an overall Mne organization.)

        2.     Discussion and Best (and Worst) Practices

The "arena" concept is almost universally applied by venture capital firms. Applied to the venture's funding organization it has conspicuous benefits. For example, the management supervising the overall venture program can build a background of knowledge about a selected business arena thereby improving their awareness of new opportunities and their judgment about competitive developments and trends. Given time and patience, it also allows the testing and development of new managers, and the maturation of ventures, one of which may in the future become the core around which to form an integrated, consolidated new business division.

However, applied outside the funding organization, that is, between ventures within an arena, and the theoretical synergies get overridden by the empirical realities. Those empirical realities were experienced when Exxon Enterprises tried to merge several of its ventures within an arena. The resulting experience has been categorized as being caused by "technology mis-match" and "rampant individualism."

Technology mis-match can occur for two reasons. The technology development stage of venture "A" may not match the needs of the proposed user, venture "B", or "A's" technology may not be optimum for "B" compared to a competitive technology available from a competitor to "A." Forcing "B" to use "A's" technology can delay "B's" product introduction, or, worse, cause it to be non-competitive. Meanwhile "A" is under a lot of pressure to meet "B's" needs, which may not be the optimum market for "A" to initially target. Consequently, both ventures suffer.

Rampant individualism is a more complex problem to diagnose and deal with. It results in a venture's management putting their venture first versus the over-all good of the arena. This behavior is fostered by the entrepreneurial environment most venture programs try to create, namely, autonomy and all-out effort to make the venture successful by the most expeditious means available. Cooperation and subordination to the needs of the whole is a corporate behavior. The only cooperation of interest to the entrepreneur is a relationship that will move the venture faster and surer to its goal. The odds are that the optimum relationship for the venture will be with an outsider who has exactly what it needs when it needs it.

M has had success with informal corporate venturing which resulted into its semi-conductor and cellular phone successes. One was technology driven, the other was market driven. Both were based on outside technology (from Bell Labs), both had long gestation periods (10 to 20 years), and both took over 10 years (even after gestation) to become $1 billion businesses. Finally, both were related to the Mobile Radio business and had the personal support of the Galvins.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. Study previous M strategic renewal successes and failures for the underlying critical factors, some of which are bound to be unique to M. (W)*

  2. Unify Mne arenas under a single, sustaining theme (such as, ready communications for a better quality of life) and shed any venture which doesn't fit (because it will take up management mind space). (W)*

  3. Organize for arenas (specific overall organization recommendation is in Chapter III Section A.3) by hiring expertise in each arena suitable to be a Partner/Gatekeeper. (E)*

  4. Inquire of the ventures within an arena what relationships they would like Mne to foster, and inquire among all the key people of a function (such as manufacturing) how Mne might foster relationships they want among themselves, Mops, customers, vendors, academia, etc. (W)

================== End of Chapter II - Strategic Value Added ===================



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A.   Mne Support Staff
        1.     Observations and Implications

Historically, the Mne staff has played too strong a role in the ventures' day-to-day operations. This excess has been reversed, although there is still an instance where this persists. Three results of this are: a) Mne staff takes the urgency out of the venture filling its staff vacancies, b) ownership and accountability of the ventures' destiny is not internalized by the ventures themselves, and c) Mne neglects its responsibilities while focusing on just one venture.

Today, Mne is short-handed to a fault. Mne needs to develop and promote a strategy, staff Mne according to the needs of the strategy, determine the direction and disposition of its portfolio, enrich its networking, and devise a useful system for measuring portfolio progress and value. Not until the foregoing are in place will the business of discontinuous renewal be able to progress.

The Mne support staff has not had the time to nurture the linkages within Mops (other than a few forced encounters) nor has it developed much in the way of external linkages. Consequently, access to leverage and technology transfer has not been facilitated by the Mne staff. However, venture personnel have taken the initiative to develop their own linkages and one Mops executive publicly "buried the hatchet" and encouraged mixing with venture personnel with good results.

        2.     Discussion and Best (and Worst) Practices

Kodak's venture arm (New Opportunity Division) has two kinds of portfolio managers: seed managers and venture managers. Seed managers are recruited from Kodak's technical and marketing ranks and are selected for their business acumen, business experience and their ability to put a venture together. Venture managers are selected for their experience managing in a start-up or small business environment.

A DuPont New Business Opportunity manager describes his job as, "identify the resources that are needed for a venture, determine if DuPont has enough of these resources to be successful, then pull them together and try to manage them. You do better when the business you're aiming at is close to what you already know." (This can be called into question as being excessively proactive and pre-empting the entrepreneurs from entrepreneuring.)

At DuPont, most of the individuals had technical backgrounds and many worked in the Development Department (DuPont's corporate research arm) during the prior decade. A typical individual was described as, "someone with commercial savvy and a background with different departments within DuPont." DuPont later hired newly minted MBA's directly into the Development Department as a way to give them a quick overview of DuPont.

Venture Capitalists and, more recently, IBM have realized that building high technology ventures is a complex art which is hampered, not helped, by unwelcomed support. Rather, they attach a partner to nurture, mentor, network and manage a portfolio of investments.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. The Mne staff should be kept very lean, but not too lean (as is now the case). Support as needed should be contracted from other parts of the M organization. This will foster relationships and help protect the Mne operation when M experiences a business cycle downturn. (E)

  2. Mne adopt the following organizational structure: (E)*

    Organization Chart for Mne

  3. The General Manager should have overall responsibility, but delegate some discretionary investing authority to the Partner/Gatekeeper. The General Manager must be mature and have had line experience in marketing and technology or finance. (E)

  4. The Human Resources manager should assist ventures (and Mne itself) in managerial and executive assessment, recruitment, rotation, and termination. This Human Resources manager must be sensitive to and knowledgeable about the impact of cultural differences. The Human Resource manager must have had several years of entrepreneurial exposure plus some large operating company experience. (E)*

  5. The Finance manager should help package, evaluate, and assess investment situations as well as help ventures with forecasting, planning, and systems implementation. The Finance manager must have entrepreneurial experience plus large corporation experience. (E)

  6. The Partner/Gatekeeper should have the following Partner functions:
    1. be a mentor to and a source of support for the ventures for which he or she is responsible
    2. maintain awareness of new technology or market trends that may affect current ventures
    3. maintain an inventory of potential "world class" venture manager candidates for critical venture positions that may need to be filled
    4. identify and nurture mutually beneficial interactions between ventures and Mops
    5. help reassess the potential of current arena and venture strategies, and
    6. help spin-outs of commercially viable ventures no longer of strategic interest to M (venture capital funds can be of assistance here). (E)*

  7. The Partner/Gatekeeper should have the following Gatekeeper functions:
    1. developing a network of contacts and experts in the areas of interest, both inside and outside the M
    2. identifying new opportunities for investment
    3. liaison with venture capital funds operating in his or her arena. To adequately fill both the Partner and Gatekeeper role, the Partner/Gatekeeper should be a multi-functional (i.e., marketing and either technology, or, if appropriate, finance), active networker who is a well informed, highly placed promoter of people coupling. (E)*

  8. The maximum span of responsibility recommended for a Partner would be 3 to 5 active ventures and one arena since she or he is also carrying out the Gatekeeper responsibilities for the arena. Each Partner/Gatekeeper should probably have an administrative assistant (a person who is or could be studying for an MBA) who can take much of the administrative burden off the Partner/Gatekeeper. The Partner/Gatekeeper must be well networked, intellectually respected, personable, and experienced in the high growth paradigm, be it from ventures or skunk works inside large corporations. (E)*

  9. Between rounds of financing, the Mne role vis-a-vis the ventures should be as a mentor, and supporter. Rather than manage the ventures, the Mne function should be to see that the ventures have the necessary management in place to manage themselves. Beyond that, Mne should serve as mentor and help support the venture by arranging assistance from within or outside M. (E)



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B.   Mne Venture Staffing
        1.     Observations and Implications

M's strong people sensitivity was felt and appreciated at all the ventures. By and large, the effect has been to foster loyalty, good feelings, and reduce anxiety about how venture personnel will be treated. It has also helped attract experienced management personnel to the ventures.

Mne has shifted its emphasis in its venture oversight from technology,per se, to management. The high quality of recent hires reflects this trend, although there is some need, however, for expertise in specific market areas. The consequence of not having this expertise is the costly learning on the job, the risk of culture shock, and the absence of a network.

In the past, Mne has under-emphasized management evolution. This is, again, more a matter of placing the emphasis on technologies rather than developing managers to manage those technologies. Recently, there has been a lot more stress on recruiting experienced higher level managers. Transitioning from the technical entrepreneur to professional manager is always a problem. The absence of addressing this issue has probably caused the greatest loss of opportunity to emerging ventures. Just look at how Apple Computer almost went under due to the excesses of its entrepreneurs.

The ventures do not report to their Boards of Directors and those Boards do not even meet quarterly, but rather only annually as stipulated by law. Most of the ventures do not have Mops members on their Boards. The customary functional quarterly situation reports and annual plans presented to Boards of most high technology companies transpire, instead, on a quarterly basis directly with Mne. This causes the venture to feel as though it reports to Mne and is not an entrepreneurial venture.

As mentioned elsewhere in this report, the usual sources of leads to finding talented and available key managers are not highly developed by Mne (primarily due to Mne under-staffing). Mne should not be confident that it has attracted the best managers available to its ventures although Mne has done relatively well. However, venture staffing is what "makes or breaks" most ventures.

In one Mne venture, when management was recruited, the managers were each from different cultures, which has made working together very difficult. One manager said that if he ever started a venture again it would be with a team that knew each other and had learned to work together. Also, he would be sure the venture team made the plan as opposed to being brought in to execute a plan some one else drew up.

The 1982 SRI Report also made the worthwhile suggestion that each venture should have a Board of Directors composed of members who can be of assistance to the venture including help from related base business areas. This was not implemented. One interviewee's speculation is that Mne did not want to give up the degree of control such an arrangement inferred.

        2.     Discussion and Best (and Worst) Practices

Boards of Directors are effective vehicles for bringing together Mops supporters, outside luminaries, the venture's leadership, and Mne's Partner/Gatekeeper. This is rosy until the venture gets into difficulty (as IBM found out). However, the antidote is to be sure the Board has some  on the spot  wherewithal (read discretionary investment) to affect the challenges facing the venture.

Venture Boards (at Kodak) have been chartered to: a) facilitate the movement of people, b) smooth the transition of the venture into an existing operation, c) provide actual expertise or linkages to expertise vital to the venture, and d) challenge the venture from an external perspective.

When the ventures need decisions, you need a Board to make a decision and not have to go through several levels of review. One of the things that IBM does is put on the Board at least one person who has the authority to say, "yes, spend the money." The only thing that this Board has to do outside of that is inform the corporation if they're changing strategy.

GE, 3M, and Kodak among others have come around to an opinion that the best thing that they can do is to leverage other corporate capabilities, knowledge, people and skills. The further that you are from your existing business, the fewer opportunities there are to capitalize on the leverage.

One of the best ways to have a uniform culture and to solve the communication problem is to staff your own organization, as IBM and 3M has done. It does not work if you are going into new areas where you need to reach outside for that experience.

The best measurement of management quality is track record, a measure the venture capitalist uses to decide whether to financially back a venture. Track record is primarily an experience factor. There are two important aspects to experience: general managerial experience and experience with a specific market or technology. The venture capitalist wants a management team that has demonstrated capability to manage a high growth, high potential venture. Equally important, the venture capitalist looks for expertise in the markets and technologies in which the venture intends to compete.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )



12 of 17

C.   Mne Incentives
        1.     Observations and Implications

On no occasion during our interviews was the Equity Participation Plan (EPP) cited as a motivator (other than signing on). The universal disenchantment derived from the perception (and usually fact) that the EPP was based on an overly optimistic business plan drawn up by some third party and, furthermore, the business direction had been changed by Mne without any concomitant EPP adjustment. The implication is the loss of the motivational value of participating financially in the success of the venture (i.e., making all those late nights and weekends worth it to themselves and their families).

In one interview with a venture's manager, he said he felt that he was sold a "bill of goods" when he was recruited. He said he had assumed that Mne must know what they were doing, only to later discover that the business plan had no chance of being achieved and had been put together by an outside consultant. He felt particularly demotivated when at progress reviews, Mne would open by citing the growth records of such companies as Apollo. The implicit expectation was that they would perform similarly. The spirit of the entrepreneur is dampened by these tactics.

Mne has, in the past few years, attracted senior experienced managers to head several of the ventures and to fill key functional slots. Nearly all of these new managers have come from outside M. Data from our interviews indicated that these managers were attracted to M by a "package" of features among which the following were most important: a) generous starting salaries b) up-front compensation for forms of deferred compensation lost because of leaving former employers c) the implied security of being part of a large, successful corporation versus the assumed greater risk of working for an independent, venture capital sponsored start-up d) the opportunity to work in an entrepreneurial environment e) participation in the EPP and f) the assumed financial, marketing and technology support available from M and Mops. The EPP did help attract these superior managers. The generous starting salaries were also a factor. However, the EPP has not paid off for anyone. The EPP was graciously criticized by several ventures' managers for representing too small a proportion of the venture's equity and for not being more widely shared within the venture. Several venture managers expressed the view that they would like everyone in the venture to have an equity stake.

In the past, Mne has changed ventures' strategic direction, product specifics and time horizon without corresponding change in the EPP of key people. But more importantly, the key people do believe that if they achieve the business plan they will realize the benefits from the standpoint of the equity pay off. However, when Mne comes in and tears up the business plan as it had done in the past, and says that the venture is going to go off in a new product direction which will not materialize within the targeted time frame, it wreaks havoc with motivation. We did not assess the incentive plans of the Mne staff, although with the recommendation to hire Partner/Gatekeepers, we will comment below.

An Mcorp officer observed that the EPP should be consistent with M, that perhaps M should have a high upside option (such as royalties, perhaps) for star performers within M.

        2.     Discussion and Best (and Worst) Practices

Incentive compensation is only one part of the total issue of motivation. There are two forms: psychic and cash. Psychic forms have proven to be the strongest and most lasting. They include individual and team achievement, recognition for the achievement, and increased power (as in promotion to greater responsibility). The opportunity to have significant autonomy and independence in making decisions and implementing a plan that the individual participated in developing is the essence of the entrepreneurial environment. 3M has a scheme where the magnitude of the commercial success determines the career advancement of the participants.

Cash awards vary from straight salary, through bonuses to equity type participation. As a rule of thumb, the more highly related the business is to the parent company business, the closer the form of cash compensation should be to the base business forms of compensation. This makes it easier to transfer employees to and from the ventures as needed, and reduces the problems of "fairness" when the Mne staff personnel or other M employees provide significant contributions to the venture's success.

A bonus/milestone type of compensation makes it easier for the corporation to impose changes in strategy on the venture without renegotiating the incentive plan each time. Such changes can be made at each milestone completion.

If the venture is and will remain totally independent from the parent company, relying almost entirely on outside personnel for management, then an equity form of compensation may be appropriate. The key issue then is what it takes to be competitive. If the venture is competing with the venture capitalist for "world-class" personnel, then some form of equity may be required to attract the best personnel.

Venture capital firms typically employ one general partner and one-half to one professional assistant for every $10 to $20 million of investment in early stage ventures. The typical, annual management fee runs 2.5 to 3.0% of the capital managed. This excludes the formation costs and legal expenses associated with sale of assets (such as when a venture goes public). The operating costs for seed capital firms run much higher, as much as 10% of capital managed, because of the high ratio of effort to initial dollars invested. Seed capital firms typically collect part of these expenses by direct charges against the ventures rather than the Partnership.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. Revamp Mne's compensation for venture managers and key people to include salary, bonus, recognition, career advancement, personal fulfillment and/or milestone achievement (if you adopt the process) and/or the cash out of the end game.

  2. Consider a performance-based option and/or bonus for Mne Partner/Gatekeepers modeled after classical venture capital practices or tied into the above plan as though the Partner/Gatekeeper were a vice president of the ventures in his or her arena portfolio..

  3. Establish perks for M personnel who help ventures as well as for outside luminaries..

  4. Resolve not to unilaterally change the prospects, time horizons, or direction of ventures without making a corresponding adjustment in the compensation arrangement.

================= End of Chapter III - New Enterprise Operations =================


IV. NEW ENTERPRISE PORTFOLIO   -  Mne Venture Planning

13 of 17

A.   Mne Venture Planning
        1.     Observations and Implications


        2.     Discussion and Best (and Worst) Practices

At Kodak, the typical business planning process requires an assessment of the industry structure and dynamics, and of the would-be venture’s competitive advantage this is followed by the development of alternative strategies and preparation of a staged operating plan. During the business development phase, a "strategic sponsor" for the new business (at the company officer level) must be found in order to provide assurance that the new business will be of strategic corporate interest, should it succeed. The business development phase extends to the point where a management team is in place, a complete business plan is in hand, and targeted customers have shown a willingness to buy the venture's products) on the basis of having evaluated a working prototype. Of the 30-40% of the seeds that have survived this phase, about 85% were commercialized (or otherwise adopted) by an existing Kodak organization, with the remainder going to the Venture Board for approval.

In virtually all venture capital situations, the venture is expected to produce its own business plans including market research, financial projections, development milestones and contingencies. To have a plan professionally made, even in part, by someone outside the key people seriously impairs the venture's credibility.

Exxon Enterprises achieved excellent returns on its minority held positions ($218 million on $12 million invested over 10 years) and dismal returns on its internal ventures which were cursed with the burdens of both worlds: funding justification based on milestone reviews (as with venture capital) and budgetary reviews on an annual basis (for Exxon's corporate planning).

The level of planning should actually change as the venture progresses. In the beginning it must be thoroughly researched, later the assumptions of the plan are diligently monitored and the venture adapts to its environment fluidly (not necessarily according to the letter of the business plan). In later stages (launch and ramp-up), planning and control should be attended to diligently. Excessive planning defeats the flexibility necessary for entrepreneurial success, too little planning wastes resources and opportunity. The degree of planning (as with control) varies according to the stage of the venture. 

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. Have the ventures' business plans developed by the ventures' entrepreneurs themselves and key it to funding (and review) milestones. (C)

  2. Audit all Mne ventures to be sure the strategic intent is shared and believed throughout each venture. (W)*

  3. Adjust Mne's imposition of planning and control requirements to the stage (or milestone) of funding. (E)*



14 of 17

A.   Mne Venture Control
        1.     Observations and Implications


        2.     Discussion and Best (and Worst) Practices

The venture capitalists expect venture managers to develop the business plan and make all operational decisions. They exercise control through voting changes in the management and through the withholding of financing. Usually they finance by milestones, not on a calendar basis. The venture's final milestone is the initial public offering.

The driving force for ventures, even for a corporation sponsored ventures, should be to achieve early commercial viability through proof that there is a market for the product, that the market has enough growth potential to justify the venture effort, and that the profit margins will provide acceptable return on investment over the long haul. The venture should not be forced to grow at a preset target rate.

Start-up ventures should be measured by the achievement of tactical milestones. Typical milestones are: A) completion of prototype accompanied by assessment of manufacturing cost b) fabrication of pre-production samples for market test accompanied by market acceptance evaluation and pricing assumptions c) first sale to lead customer(s), etc. The business plan and the overall strategy must be reassessed after each critical milestone, quite possibly resulting in a change of direction. The focus is on learning from and responding to the feed-back from the segment of activity leading to a milestone. The plan is revised to fit what was learned, not to force achievement of what was originally projected (e.g., by increasing R&D expenditures or doubling the number of sales people).

Obviously, tactical venture milestones do not often coincide with the corporate budget cycle due dates. Although the corporation needs budget forecasts on a periodic basis for financial planning purposes, these dates should not be used for stewardship of individual ventures. Milestones also afford an opportunity to assess the performance of venture personnel and anchor incentive compensation awards. Managers can be changed or added to meet the needs of the next development phase. Bonuses can be given to those who contributed to the milestone achievement. New bonus awards can be formulated for the next milestone, rather than for a four to five year business development span. A new venture may move from high technical challenge, through engineering and manufacturing challenges and then on to marketing and administrative challenges within such a time span.
        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. At the venture level, primary focus should be on having the venture management team establish milestones and provide specifics on how they plan to proceed to achieve the milestone, when it will be achieved and what resources are required. Milestones should be determined by the needs and pace of the venture, not the annual budgetary cycle of M. (C)

  2. At the Mne level, effort should be dedicated to adopting a comprehensive venture planning, controlling, funding and evaluating process so that the management of individual ventures can be rationalized and related on a portfolio basis.(E)*


IV. NEW ENTERPRISE PORTFOLIO   -  Mne Venture Harvesting

15 of 17

A.   Mne Venture Harvesting
        1.     Observations and Implications


        2.     Discussion and Best (and Worst) Practices

Sometimes called the "end-game," the ultimate transition of a venture from the protection of Mne can be viewed as "harvesting" the crop that was seeded and nurtured by Mne. The venture can be left alone as a stand-alone new business or integrated into the base business. That will depend on how closely related it is to the base business and the degree of leverage the base business can give, and vice versa.

If the venture no longer appears to be of strategic interest to the corporation it can be spun-off. This can take a number of forms, depending on the financial viability of the venture. M could retain an equity interest for its ownership value and let the venture seek ongoing financing from the outside, or M could sell the venture outright. Joint venture is also an alternative. The appropriate course is highly dependent on the specific circumstances.

The timing of a transition from Mne is equally dependent on circumstances. If leverage from the base business could be of significant value early on, then the transfer should be made earlier. Acceptance by the "home" division should be cultivated well in advance, as for example, by putting a key manager from the existing function on the Board of the venture.

Another possible transition would be to subordinate a weakly managed venture to stronger venture in a related arena (e.g., semiconductor equipment).

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1. On a venture by venture basis, the existing Mne portfolio must be assessed very soon against the Mne charter and strategy and evaluated in terms of present, potential and realizable (by various end-games) shareholder value. (C)*

  2. The above should be done at each milestone as part of the financial review. (E)

  3. At the ventures, the management should focus on prescribing how to get to the next milestone as quickly as possible. (W)

  4. The Mne objective should be to, as rapidly as possible (consistent with preserving the strategic potential), achieve a solid, lucrative, end-game option. Mne should manage the end-game to be sure the value isn't lost in transition. (E)*

================= End of Chapter IV - Portfolio =================


V. DEAL FLOW & SELECTION   -  Mne Deal Flow

16 of 17

A.   Mne Deal Flow
        1.     Observations and Implications


        2.     Discussion and Best (and Worst) Practices

Best deal flow results can be traced to having a mix of approaches. An optimum mix includes: a) co-investment with venture capital firms, b) sponsoring of university research, c) underwriting an internal innovation program, d) top management listening and enabling, and e) involvement with customers and/or suppliers. The primary objective is to develop a rich, informed and expeditious network of sources for deals (and selection).

By co-investing with venture capitalists in classical high technology ventures, corporations can have the opportunity to gain a working knowledge of those emerging technologies and markets that are expected to achieve commercial success within five to seven years. These corporations should resist the inclination to acquire and/or control the ventures, but rather should cultivate ways of working together in mutually beneficial ways. Acquisition should be an option to be executed only at such a time as it becomes mutually beneficial (which might just be a matter of price or time or both).

Corporations go about co-investing with venture capitalists in two ways: a) direct investment on a deal by deal basis, or b) by making a blanket investment in the venture capital limited partnership (VCLP). It is common to do both VCLP's range from broad based partnerships which invest in several arenas and have several corporate limited partners to those which focus on one arena and have only one corporate limited partner. The participation requires would be $2-3 million for each broad based partnership, and $10-30 million in the highly focused partnerships.

The best practice for an Internal Innovation Program is the bottoms-up program created by Bob Rosenfeld while at Kodak. At each technical and/or marketing location, a trained "facilitator" is available to help Kodak people develop and package product or business ideas into presentations to funding sources inside Kodak. Ideas related to existing business are presented to the line operating divisions. Unrelated ideas and rejected related ideas are reviewed by the New Opportunity Division (similar to M's New Enterprises).

Top Down Listening and Enabling is best done by Corporate management who are in a position to set major new strategic directions. Often middle management will suggest these new directions, but nothing happens unless there is a willingness to invest corporate resource in pursuing the idea. Such an idea was suggested at IBM and resulted in top management giving the go-ahead and management resource to create the Entry Systems Division. M's semi-conductor business evolved in a similar fashion.

M has itself been a Best Practice in customer and/or supplier involvement as a source of ideas for new products and businesses (AT&T for cellular, IBM for mobile computer communicator, and the US Government for encryption).

Except from venture capital sources or "'finders", most deals will not come to Mne fully formed. The sources we have suggested provide the network of contacts for putting together potential deals, and then with Mne and M legal support as investments. The best deals will be those created, for example by finding and then encouraging a team of market knowledgeable entrepreneurs to form a venture.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )
  1.  REDACTED  

  2.  REDACTED  

  3.  REDACTED  

  4. To harvest good opportunity flow from M customers and vendors, Mne should imitate a proactive solicitation of potential product and/or business ideas. (W)

  5. To harvest good opportunity flow from M customers and vendors, Mne should imitate a proactive solicitation of potential product and/or business ideas. (W)

  6. To stimulate good deal flow from within Mops, Mne should publicize an innovation program modeled after Kodak's successful program. This requires additional staffing beyond that outlined earlier. (W)

  7. Mne should have the Partner/Gatekeepers co-fund university research and become involved in their respective arenas. (W)

  8. Having outside luminaries on Venture Boards will stimulate deal flow in addition to the benefits cited earlier where it is being more strongly recommended. (W)


V. DEAL FLOW & SELECTION   -  Mne Selection

17 of 17

B.   Mne Selection
        1.     Observations and Implications


        2.     Discussion and Best (and Worst) Practices

Any selection process which does not incorporate or leverage the distinctive competencies of the sponsor (i.e., M) misses the differentiating opportunity for adding value.

The first requirement of ventures is financial viability which should be based on the track record of the management, the margin potential of the product, the market share prospects, and the viability of the proposed marketing channels for distribution and service.

        3.     Recommendations       ( C = Critical, E=Essential, W=Worthwhile; *=Pugh-Roberts can help )

  2. Adopt a criteria for selection which assesses: i) near term feasibility, ii) long term potential, iii) fit with charter and M standards. (C)

  3. Under near term feasibility include factors such as: i) early proof of potential (e.g., no technology breakthrough required, customer requirements understood, identified customers for early sales), ii) low capital exposure (e.g., low development costs, low market launch costs, low scale-up of production and service costs). (E)

  4. Under long term feasibility consider: i) market potential, (e.g., open ended, significant or not, step out into related markets), ii) leverage available (e.g., internal exploitation of key strengths, external opportunity to develop new relationships, positioning, alliances, etc.), iii) within resources limitations for talent, cash, exposure, and management mind space, and iv) proprietary protection (e.g., entry barrier, patent protection, know-how). (W)

================= End of Chapter V - Deal Flow =================

================= END =================