Universidad de Yale
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16 de may. de 2020
John McCall MacBain: The Consummate Dealmaker
In 1987, John purchased a classified advertising magazine in Montreal called Auto Hebdo, the first of what would become a worldwide portfolio of Auto Trader, Buy and Sell and other classified ad papers. Over the next twenty years, he purchased some 500 papers and websites literally all around the world -- China, Russia, Poland, Australia, Columbia, Sweden, Hungary, Italy, Canada, Argentina, Brazil. He sold the business, bought it back, took it public, and then ultimately maximized shareholder value by selling off the whole business in five pieces. He is now a philanthropist focused on education. I've known John for 35 years, ever since we were classmates at Oxford. And I had a front row seat to his dealmaking as I served on the board of his company, Trader Classified Media. His papers were all about buying and selling, but when it comes to buying and selling, there's no one better. He exemplifies principled negotiation. You are in for a special treat.
Listening6:16
Taking Items Off the Table5:20
Have the Champagne Ready2:50
Negotiating in Good Faith2:59
Put Your Foot Down4:39
Speed7:21
Thanks1:20
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Thanks so much for joining us. >> Thank you, Barry. >> And, let's just go right into it. So, I understand that listening is a big part of your strategy in negotiation. Tell us what you mean by that. >> Well Barry what I mean is we tend to assume in negotiations that the other people are thinking like us. And we don't learn about them. By listening to the other party, you can learn very interesting things. I've got two examples in deals I've done on that. In our first deal in France with [FOREIGN] the owner of the company basically indirectly said, I don't mind if you take all the cash in the business. It's much more tax efficient for me. Everybody would have assumed that he would just add the cash back to the deal. What happened was, he let us take all the cash in the company and it helped his tax situation. You know, I learned that by listening. The second example was with our original deal, the first deal we did in Montreal, autoHEBDO. Everybody assumes that well, you just take the receivables and the other person will take the payables. In this case, we're saying no we don't want any bad things. We don't want any payables. We'll just take the receivables. And he thought that was reasonable and he seemed to not care much about having to pay the payables, he thought he had to. But by listening I learned from that. Great. So, I think another way of saying this is, don't make assumptions. Ask, and then when they give you a hint, follow up on it. >> Exactly. Ask, but also listen, and inquire. Not necessarily ask them directly, but oh, what do think about these things in general, and you'll find that they have different views than you in certain areas. >> Terrific. The second is, I think there's a line from The Godfather, keep your friends close and your enemies closer. >> I wouldn't say enemies, but we did a lot of negotiations with buyers and mostly with sellers of businesses, so I always say to everybody let's keep the seller close. And there's many reasons for that. You don't know. There's changing circumstances in life. If you have a close relationship they'll tell you if there's a competing offer. That you'll be able to hear them and see if it's actually consistent if there is. And I have many examples of this. We've always tried to be close, and be very close to the seller. So the two examples I have is in my first deal. In listening to the seller, realized his children were taking swimming lessons, so I offered to teach his kids how to swim in their pool. I was a swimming instructor at the time. So I got a more personal relationship. Keeping close is not only to learn things, but it's also to get a personal relationship so they're more flexible in negotiations. So that was one example. The other example is we were doing a deal in Brisbane, Australia. And the owners were an older Mormon family living in Hamilton, New Zealand, which is a very large Mormon area. So I flew, in going to Australia, so I happened to stop by and have lunch with them in Hamilton, New Zealand and saw all of their, what they were doing in their lives in Hamilton, New Zealand. And it became very important, both the respect for what they're doing but also respect for their religion, that I kept close in a personal way to them. I think that's very important in getting two very successful deals done. >> You have done more cross cultural deals, possibly than anyone on this planet. And so, help us understand about some of the challenges in negotiating internationally. >> Well, I think, negotiating internationally takes together many of the things I talked about. Listening, getting to know the seller, being close to them. For example, we make assumptions. So one of my classic examples is the deal in Moscow in Russia. We owned a very large classified advertising business in Russia. We had 51%, our partner had 8%, and in a deal we were going to buy out all the former Russian generals. >> Okay. >> So our partner moved to 12%, we'd move to 88%. And so I talked to my partner there and he said oh yes everything's going well. So we went in to start the negotiation and he said, look, just come just before dinner. And I thought, wow this is going to be a quick negotiation. And we'd mentioned a price that was acceptable to us too. And we walked in and the Russian generals, instead of sitting down at the table, said come on over here and they had Champagne all poured and they said congratulations and they started clinking glasses with me. So instead of jumping on and saying well no no we have to decide on the price and the deal I sort of just clinked the glasses and I slowly went to the back after having a glass of champagne and talked to my manager and says what's happening, what about the negotiation what about our deal. He says they've all agreed don't worry. Okay. >> So the honor of these people, and the generals, on agreeing, once they'd agreed, and our partner was a former colonel in the army, once they'd agreed, we didn't have to worry about it. They were just gonna sign the share transfer forms, whatever we want. So instead of me getting into a negotiation position, I just agreed. Yes, I agree with you, the deal is done. And so that honor system that they had, their word was good, me accepting their word assured that the deal would move forward. And that was really an interesting one. >> Although you didn't know what the deal was? At this, but you didn't- >> They knew, it was a very simple, we were just buying their shares. And we'd mentioned a price to our management was successful, and they said, "That's a fine price. You're fair." And so they basically accepted it and assumed they just signed the share transfers. And so, I didn't have to do anything so it was a listening thing, it was getting close to the seller, and learning but also go with the flow. If I had said look what is the deal the terms they would have said well hold it now, you don't trust our deal? No we trusted them and that wa very important, honor. The second was an interesting deal in Taiwan. Where the owner and his wife, little beknownst to us were actually getting divorced. >> Okay. >> But they didn't want us to know and the other party who was involved in that turned out to be the lover of the wife. >> [LAUGH] All right. >> So there we were just, we just went with the flow. Where we thought, gee, it's funny that the couple didn't go together and that our advisor. So we had to be very careful. We didn't want to overdo vis a vis the husband, the role of the advisor. But we also didn't want to make the wife feel we were too close to the husband. So there we would, you know, we had dinner sitting next to the husband and then when they're driving back to the hotel, I drove back with the wife in the car. And we were very careful not to put in their face the fact there's a divorce and this is sad, and they've got kids but, hey, you know, we're okay. We're not gonna get involved in that issue. But let's make a deal together. And it actually all worked out. And, again, if we hadn't listened and watched what's happening, we wouldn't have realized the dynamics. Cuz they were trying to hide it. But we didn't put it in their face, so I think in many deals in Asia, not putting some of these facts in their face is very important. That's some of the things we've learned internationally.