Candid:There is a weird email in my inbox asking me to sign a confidentiality agreement relative to my work on Project ‘Paradise’.Well, that would be all very well, but what exactly is Project Paradise?
Once I sign on the dotted line, all is revealed. We are planning to buy a small manufacturing company in France and I have been selected to work as part of the due diligence team. The guy in charge from an HR perspective, Gary, sends me a list of data we have requested from the target organisation, and he asks me if there is anything we need to add. Well, given that the data request runs to 50 pages and he has asked about everything from absence to xenophobia, it all looks pretty complete to me.
The next I hear anything about Paradise is when Gary rings to ask if I am free in a few days time because that is when everyone will go to the data room in France. Great. Nice to be given plenty of notice on these things. I make some whimpering noises, but Gary is insistent. Next week is the only time he can go, and we will be able to co-ordinate our review as a team. I start packing.
I ask if Gary will meet me at the airport in France, but no, it seems his wife is travelling with him, and she has the car that day. I struggle to find a taxi. The data room is on a trading estate outside the town. Everything looks the same; I could be in Bracknell for all I know. Eventually, we pull up outside and I pay the driver.
The office is weird. There is no reception or foyer; you just walk straight in. Inside there are a few faces I recognise from finance, all slogging away over files. I ask for Gary. Oh, he’s not here, they tell me, but the HR files are in the corner, and the translator is waiting for me. The translator, Frederique, turns out to be the daughter of some friend of Gary’s. She is a student doing some work experience for the summer. She shows me the files.
Oh my God. There are 20 of them; 20 lever arch files, the big kind, full of documents to be reviewed. I’m only supposed to be here for two days. I calm myself down. There will be other people involved. Gary will be here soon, I’m sure and the French HR manager. Together we’ll get through it.
I decide to make a start. I ask Frederique to find me the data on bonus plans and benefits. Frederique shakes her head. There is no index. We will have to go through all 20 files until we find the right pages. Yikes. Naturally, it is all in French, and while I can order a glass of wine with some confidence, my schoolgirl French doesn’t run to recognising a medical plan when I see one. We waste a good hour searching.
Having found some pertinent documents, we set about trying to understand them.
One of the finance guys asks how it is going. It would be going a lot better if I could read French, I tell him. But I have a translator, he points out. I smile weakly. Frederique is a sweet girl, and her conversational English is quite fluent, but when it comes to business terms she doesn’t know what they mean in French, let alone the equivalent in English. It is going to be a long day.
At about 7pm, Gary still hasn’t turned up. I notice the sales and finance guys packing up and putting on their coats. As there is no way to call a cab, I run after them. Can they give us a lift to the hotel? Luckily there is just enough space.
We cadge a lift back the next morning, and I look around for Gary. Someone tells me he has gone to the coast with his wife. So much for teamwork. Thankfully, the French HR manager turns up to look at the employee relations stuff, but she is a bit of a distraction as she keeps making tut-tut noises and shaking her head as she reads.
In the afternoon, we get to interview the HR manager from the target company. I ask her about the bonus plans as we couldn’t find any details on them. There is no plan, she tells me: when someone does a good job, the owner just gives them some extra money. But I hadn’t seen anything in the payroll files. She shrugs, as only a Frenchwoman can. Bonuses are paid in ‘black’, she tells me. I must look confused, because she goes on to explain that the owner pays bonuses in cash, so they don’t have to pay tax. Yikes.
Later, the due diligence team gets together for a debrief. It is like a catalogue of woe. The target company has the worst productivity we have ever seen. The workforce is militant and on strike every five minutes. There is asbestos in the factory, and several staff have made ill-health claims as a result.
Employees get paid lumps of tax-free cash, which must come from somewhere so the company must also be receiving cash which it is not declaring for tax. I am no expert on buying companies, but this one shrieks to be left alone.
Even without this result, who in their right mind would buy a manufacturing company in France anyway? I mean, really, France must have the highest social taxes in Europe. That said, I know how things work around here. Some Higher Being (a member of our management team) will have decided it will be fun to come and visit ‘Paradise’ in the south of France on a regular basis. I am prepared to bet we go ahead and buy it anyway.
Next time…Candid helps people move around.