Services: Green Square

Columnist Nick Berry of M&A advisory practice Green Square sits down with Engage Interactive’s Alex Willcocks to find out what B Corp status has meant for the digital agency. Back in August, I wrote about how environmental and social credentials are an increasingly important value driver and influence on M&A activity. Since then, there is no doubt that both the backlash against greenwashing and demands for agencies and clients to show true sustainability commitments are growing stronger. London has now been dubbed the B Corp capital of the world and the UK has over 1,000 B Corps, with more businesses seeking accreditation all the time. In the agency world, Havas was an early champion of the B Corp movement and was accredited in 2018. Xavier Rees, chief executive of Havas London at the time, said: “As well as being the right thing to do, there is a substantial business benefit to B Corp. With people increasingly environmentally and socially conscious, and with global clients now expecting their suppliers to have a point of view on these issues, B Corp certification will be a key differentiator when attracting both talent and new business in an increasingly competitive environment.” This message resonates even stronger, five years on. Agencies have always acted as a barometer of the public’s consciousness. They are in a powerful position to lead clients in the right direction towards real change and true sustainability, as opposed to tokenism and empty promises to which consumers are now wise. So, I caught up with Alex Willcocks, chief exec of Engage Interactive, a digital agency based in Leeds, to get under the skin of how the process of becoming a B Corp has helped support and enhance its internal culture and external perception.

So Alex, tell me what made Engage become B Corp certified?

“B Corp first appeared on our radar in early 2020, at which time only around 300 UK businesses had become accredited. There were some brands I already admired on the list, such as Alpkit, Cook Food and Patagonia, which made us look further into the certification. On digging deeper, it was reassuring to see we were actually already doing a lot of the things B Corp is looking for. Naturally, we had a number of areas to work on and improve, but it was definitely a door half open, which gave us the confidence to proceed with the full process.”

Has B Corp status helped to attract and retain staff?

“It certainly helps attract and recruit the right kind of people, who are looking for a more holistic work experience versus perhaps being solely motivated by salary. “Churn is one of the biggest costs to a business. Not just in money, but also in disruption and time to onboard and integrate. That’s why keeping an engaged and happy team is so important to me. Going through the process encourages you to improve your workplace diversity and inclusivity as you strive to score better in these areas, helping you make sure everyone in the business feels valued and has a sense of belonging. It’s also proven that businesses with highly engaged employees are more likely to significantly outperform their industry peers in terms of growth in profit.”

How did clients react to the news?

“The reaction was unanimously positive. We try to work with brands that are in some way making their own positive impact, be that through B Corp or other initiatives. Many of them were therefore already familiar with the process, so appreciated the effort and time taken to get certified, which ended up being about 12 months from start to finish.”

Has B Corp status changed the way you do business or look for new clients?

“It’s definitely helped shape our new business strategy. Our vision is to become the digital agency of choice for brands using business as a force for good. Our growth plan, therefore, has a clear focus on getting on the radar of more brands that align with this vision and speaking to them about how we can fuel their growth online through the three core pillars of our offering; people, purpose and performance. Each pillar’s legitimacy is supported by a relevant accreditation, so for our people that is our Great Place to Work certification; for our purpose, it is our B Corp Certification; and for our performance, Engage is the UK’s highest-rated B Corp Agency on The Drum Recommends. We’re confident this will be a compelling enough story and proposition to attract more like-minded clients to work with us and enable growth while ensuring that we deliver exceptional service to our existing clients and retain them.”

Any concerns about the movement?

“While the B Corp movement is still relatively small, it’s definitely gathering pace and is one of the most common topics I get asked about by other business owners and brands. Some people have concerns over what happens when B Corp is just something every business has and becomes less of a differentiator. Personally, I think that would be fantastic because if there are more businesses with B Corp, there are more better businesses. The other way to look at it is you risk getting left behind in a competitive market, you may struggle to attract like-minded talent and could miss winning key contracts as procurement starts to ask for certifications such as B Corp as a prerequisite to pitch.”

What has been the biggest benefit of achieving B Corp status?

“I’d have to say the network it has opened us up to. The wider UK B Corp community is very active through the ‘B Hive’ (get it?) and there’s a genuine passion for championing and growing the movement. More locally, the community has put us in contact with some fantastic companies, all of which have a similar view of the world and want to make a positive impact.”

What will this achieve in the long run for Engage?

“I just hope it legitimizes Engage as a business that cares about how we do business. This in turn should help us attract the right kind of people to join us and the right clients to want to work with us. And if you’ve got great clients and a great team, I think that’s something to be proud of.”

Evolution rather than revolution

A lot of the points cited by Alex above are fundamental to building a solid business. So becoming a B Corp seems more like evolution as opposed to revolution from a company culture perspective. This naturally underpins a solid platform for growth and, when the time is right, will ensure many ticks are in the right boxes for acquirers. There is a growing number of examples in a variety of sectors where acquirers have targeted B Corps. Unilever was proactive earlier than most, with five different B Corp acquisitions in 2016 and 2017. Other conglomerates have followed suit and actively encourage their brands to pursue accreditation. Coca-Cola’s Innocent Drinks obtained B Corp status in 2018 and Danone proudly promotes the fact 70% of its group global sales are now from its various B Corp entities. Banks through to private equity firms are now using the B Impact Assessment to review their internal activities and that of their portfolios. So as acquirers become more comfortable with what’s involved in obtaining B Corp status and what it means operationally, this will help in due diligence. They will understand the rigorous assessment that has already taken place in key areas and it will help agencies stand out as well-structured, progressive and differentiated. Read more

Green Square’s Barry Dudley looks into the performance of the big agency groups following their annual earnings presentation. Our topsy-turvy world continues to spring surprises on us. Silicon Valley Bank’s collapse is the latest shock wave. Meta, the owner of Facebook, Instagram and WhatsApp, has just announced that another 10,000 redundancies will happen over April and May, to go with the 13% cut (around 11,000 people) announced back in November. It has been reported that Alphabet, Amazon, Meta and Microsoft will be hit by over $10bn in costs as a result of their collective lay-offs, alongside property and other restructuring costs. Is there any light at the end of the tunnel, you might wonder? I’d argue that this reset across the big tech world, painful as it may have been for the people that have been cast aside, is going to make for stronger businesses in the long term. We need innovation, invention and advancement, but the ability to deliver this has to be protected by creating a strong business platform, with the right environment, culture, systems and processes. And this is where I believe these tech players can learn a little from the big marketing groups, which have worked their way through many crises over a lot of years, investing in talent, culture, tech and operations. So, while you might assume things will not have been pretty at WPP or Publicis, I think you may be surprised. They have faced and still face plenty of challenges, but here’s what we found from taking a look at some earnings presentations. Please bear in mind that there are many ways to define revenue, nuances to the calculation of like-for-like, underlying organic growth and adjusted versus unadjusted profits, to name just a few areas where businesses analyse things differently. And then there are the different currencies that may have worked to the favour of one and to the detriment of another. Thus, I’ve not sought to compare the businesses, but what seems clear to me is that all these groups are doing pretty well. See what you think.

WPP

WPP is the biggest of the groups by revenue, which grew to £14.4bn from £12.8bn – 12.7% growth, with 6.7% like-for-like growth (sometimes referred to as underlying or organic growth, as it takes out the impact of acquisitions or dispositions, as well as foreign exchange movements). Headline operating profits of £1.7bn at a slightly improved margin of 14.8% against revenues less pass-through costs. A very impressive 114,000 staff worldwide, which is some way beyond the 60,000 to 70,000 people that I calculated Meta will have post redundancies. It is planning further simplification of the group; its ”transformation savings” of £375m is ahead of plan. It has been reshaping the business for some time, so these aren’t the result of knee-jerk reactions. ”All major agencies grew” and there was ”good growth across most major markets,” it announced. GroupM is still a powerhouse within WPP, commerce media and connected TV being key drivers for it. Ogilvy (creative) and Hogarth (production) also performed strongly. PR performed well too, with ”strong demand for strategic communications”. ”Experience, commerce and technology” were commonly referenced growth areas, which may be a clue for the destination of the £237m that’s earmarked for acquisitions. Outlook for 2023: ”Like-for-like revenue less pass-through costs growth of 3-5%.”

Publicis

The heading of the first slide of their investor presentation sets the scene – ”2022: Another record year”. Net revenue was up 19.9% to €12.6bn from €10.5bn, with underlying organic growth of 10.1%. Operating profit was €2.3bn at an 18.0% margin on net revenue. These are an impressive set of results. What it says lies behind this is its ”unique revenue mix: capturing shift in client spend to 1P data, digital media, commerce and DBT”. A third of the group’s revenue and half of the growth comes from ”data and tech” with Epsilon and Publicis Sapient at the very heart of it all. Media (double-digit growth) and creative (mid-single-digit growth) collectively represent the other two-thirds of revenue. Europe saw the strongest growth, US was next, then APAC. Growth was ”+38% organic in Q4 for UK, led by Publicis Sapient”. And there was an interesting point within its margin improvement narrative: ”record high bonus pool for the second year in a row, one-week additional salary in November”. Investment in talent is fundamental to this sector and, having seen a wave of people running towards heady packages with the tech giants, I think it’s clear we are going to see things swing back the other way. Outlook for 2023: ”Confidence for 2023 despite global macroeconomic uncertainties’ with ‘organic growth +3% to +5%.”

Omnicom

At face value, it would appear Omnicom stood still – revenue remained unchanged at $14.3bn. But when adjusted for businesses acquired and disposed of in the year (and foreign exchange movements), there was organic growth of 9.4%. Non-GAAP Adjusted Operating Profit margin was slightly up at 15.4% ($2.2bn) from 15.0% ($2.1bn). From its ”revenue by discipline” analysis there were some key themes in 2022 – ”advertising and media”, which represented 52% of the year’s revenue, had healthy organic growth of 7.3%, but precision marketing saw an impressive 17.1% organic growth, experiential 26.1% and public relations 13.7%. Middle East & Africa, Latin America and the UK saw double-digit organic revenue growth, with the United States (51.6% of total revenues), other North America and Europe all having high single-digit growth. APAC was the slowest growth market at 6.6%. Omnicom’s ”Business Update” referenced ”continued investment in retail media, data clean rooms and connected TV”. Outlook for 2023: ”Planning for macroeconomic uncertainty, with confidence in the flexibility of our business.”

Interpublic Group

IPG summarised its performance as ”a strong year, notwithstanding general macroeconomic concerns”. Revenues before billable expenses grew from $9.1bn to $9.4bn. This was a 3.7% increase, but the underlying organic growth stood at 7.0%. Operating income margin on revenues before billable expenses saw a slight decline to 14.6% ($1.38bn) from 15.8% ($1.43bn). Each of IPG’s business segments had broadly the same organic growth: specialised communications and experiential solutions at 8.5%, integrated advertising and creativity-led solutions at 7.1%, and media, data and engagement solutions at 6.4%. Organic net revenue growth was achieved across all geographies, with UK at the top of the list at 9.4%, followed by all other markets, continental Europe, Latin America and Asia Pacific, with its largest market – the United States – growing the least at 2.4%. Outlook for 2023: ”Continued focus on driving growth, building on our industry-leading foundation.”

Dentsu

Another record breaker! With 14.4% growth, Dentsu has achieved ”record-high” net revenues of Y1,117bn. This is partly down to organic growth that sits at a more modest 4.1%, partly due to acquisitions but also positive foreign currency impact that was greater than organic and acquisition-based growth combined. Underlying operating profit on net revenue was 18.2% at Y203bn, which was fractionally down on 2021 (18.3%, Y179bn), although excluding Russia it was fractionally up at 18.4%. As with other groups, organisation simplification and property rationalisation were important margin factors. Customer transformation and technology (CT&T) and media in international markets were performance drivers. In 2022, CT&T represented 32% of net revenues, with advertising, media and creative being the balance. The 2023 target is for CT&T to be 50%. And since its results presentation, Dentsu took a big step towards this target with its acquisition of Tag. Geographic growth has some similarities with other groups – EMEA the strongest at 9.7%, then Americas at 6.1%, APAC at 2.5% and the home market of Japan at a mere 0.4%. Outlook for 2023: ”Macro outlook remains uncertain, but guidance of c.4% organic growth.”

Havas

Havas’s results sit within Vivendi’s, but they are by no means lost – alongside Gameloft, a mobile video game developer, Havas is a bit of a star in the bigger group. Net revenues grew 15.8%, 6.8% organically, to €2.6bn. With eight acquisitions it was a ”record year” for M&A. EBITA (earnings before interest tax and amortisation) showed a similar profile with growth of 19.7% to €239m (organic growth 8.8%). Latin America was the key organic net revenue growth region at 13.6%, followed by Europe at 7.6%, Asia Pacific and Africa at 5.8%, then North America at 5.2%. By business unit, the 2022 net revenues were split: 43% Havas Creative; 32% Havas Media; 15% Havas Health & You. Outlook for 2023: ”Vivendi is moving into 2023 with confidence. Nevertheless, we remain attentive to the macro-economic and geopolitical context.”

Stagwell

Net Revenues were up 15.3% to $2.2bn, with organic growth at 14.5%. There were eight acquisitions in the year, although these had a relatively small impact as they represented just 2.0% of total growth, with negative foreign exchange impact of -1.2% bringing growth back to 15.3% overall. Operating income grew a very strong 56% to $159m, which improved the operating income margin on net revenue from 5.3% to 7.2%. The best-performing units with respect to organic net revenue growth were digital transformation at 33.4% and consumer insights and strategy at 25.3%. Performance media and data at 9.6% and creativity and communications at 5.1% balanced the overall picture to 14.5%. Outlook for 2023: ”Organic net revenue growth 7.5–10%.” So, all in all, an impressive set of results in what was another very tumultuous year, with the groups continuing to deliver decent profitability on revenue growth. Going back to where I started, perhaps tech businesses should look at some of these ‘old school’ models and understand how this legacy of experience and resilience could be applied to benefit their own organisations. Read more

As part of our January Predictions series, Green Square partner Barry Dudley gives his take on which agencies will be most attractive to buyers this year – and who those buyers will be. I couldn’t resist it. ChatGPT: What are the predictions for the creative, marketing, media and tech M&A market in 2023?

Read more    

Thinking (or dreaming) of selling a stake in your agency this year? Barry Dudley, a partner at corporate finance and advisory practice Green Square, suggests you ask these questions to find out if you’re ready. When we begin to work with a new client that has reached the stage of looking to sell their business so they can achieve proper reward for all their hard work and/or find the right strategic partner to drive the business to the next level, we ask for two very simple things.

What are your financial and non-financial aspirations?

At a time of year when you have hopefully been with family and friends and perhaps made some New Year’s resolutions, why not see how your aspirations and resolutions might fuel each other? While our clients are exec management with an equity interest in a business, this exercise could equally apply to an employee or freelancer trying to figure out their goals and how they will achieve them. Perhaps it will lead to a career move, striving for an exec position or some sort of equity participation, or possibly the beginning of their own business… What we have learned is that if you don’t know where you’re going, then you’re sure as hell not going to get there. So, if the new year has got you thinking about planning your future, then grab a crayon from that dodgy Christmas cracker and, on the back of some wrapping paper, try these exercises. Exercise 1: If you assume you have all the money you will ever need, set out what you would ideally like to be doing three to five years from now. Perhaps it’s just more of what you do today. It could be a reduced working week, so you have some space for personal projects – that novel you’ve always wanted to write. Or you may want to be free from work entirely and on the beach as soon as possible. You need to be wide-reaching here – in our experience, personal aspirations vary widely from continual global travel through to setting up charitable foundations. Exercise 2: If you know where you would like to get to in three to five years’ time, set out what you think you will need to achieve in each year to ensure it happens. Year one may involve finding ways to delegate parts of your role that you don’t enjoy or know could be done more effectively by someone else. In year two, you could begin the ‘How to be the next Basquiat, Warhol or Westwood’ course with the Open University. And in year three, you may want to have developed and strengthened your second tier of management to take over your role and shift to a one-day-a-month strategic advisory position. In thinking about your non-financial aspirations, and being honest about your own strengths, weaknesses and your business’s ability to deliver these goals, it may help to clarify whether you can achieve these things alone or whether you need a strategic partner to propel your business forward.

Financial freedom leads to non-financial aspirations

It’s more than likely that you don’t have all the money you will ever need! It’s also likely that to have the ability to achieve your non-financial aspirations you are going to need more financial freedom. It’s not uncommon for people to say they would like £2m so they feel like they have had some reward for all their hard work and to de-risk a little bit, right through to tens of millions, because that’s what their share of a £50m+ business would be worth. More often than not, our clients just don’t have a magic number and struggle with the difference between what they want and what the business might be worth – they are often very different things and it’s important to establish your true financial requirements and expectations as a starting point. For the next exercise, it is time to be very selfish. Exercise 3: List out all the things you wish you could afford but are out of reach at present. Put a value against each and total them to get to your magic number. This may be paying off your mortgage; paying off someone else’s mortgage as well as your own; three sets of school and university fees; that second home in Cornwall, Portugal or Miami; a Lamborghini; or a 100ft super yacht. But bear in mind that the total is what you need after tax, so: Based on current capital gains tax (CGT) rates, divide the total number you’ve arrived at by 0.8 to arrive at a pre-tax amount that you will need to have received assuming the 20% CGT tax rate is applied – this is a broadly indicative number if the money you receive is through selling shares in your company. However, if you’re not planning to realize value through a sale, then you need to divide by 0.6 if you assume the money is coming through salary, bonuses and/or dividends. This would give a rough ‘blended’ 40% tax rate as some folks will be looking at salary and bonus, some as dividends. Clearly, the upper tax band of 45% may be more appropriate depending on individual circumstances, but this simply allows you to compare what you will need to get to your ‘net’ requirement under income tax as opposed to CGT. So, if your after-tax number is £5m, for example, then you will need a capital gain of £6.25m (£5m divided by 0.8) or salary, bonuses and/or dividends totaling £8.33m (£5m divided by 0.6) as pre-tax numbers. This math is very simplistic and tax rates and allowances will change.

Understanding the nuances of selling

In the UK, we are fortunate to have business asset disposal relief (BADR), which was previously called entrepreneurs’ tax relief. This means that if certain criteria are met, you only pay 10% on the first £1m of capital gain from selling shares in your business. This is a lifetime allowance but there is much debate as to whether this will remain for the long term, along with whether the current CGT rates will increase. It’s also important to note there will be legal and professional fees, as well as merger and acquisition advisory fees to be deducted (ideally including ours) if you are selling shares. Hopefully, these exercises will be of great benefit to you in planning your next life phase and have outlined why it’s so important to consider the blend of non-financial as well as financial aspirations to establish goals that can motivate and drive you forwards. To quote Eleanor Roosevelt: “The future belongs to those who believe in the beauty of their dreams.” Read more

Amazon has long led the way regarding e-commerce and has been instrumental in the shift from physical retail to online shopping. This space is expanding and changing quickly with a growing number of players opening their online estates to become a marketplace. This has also opened the door for a new breed of agency: e-commerce specialists acting as a bridge for brands to access the increasing range of online retail platforms. These agencies are high on the ‘must have‘ list for global acquirers that need to ensure their arsenal includes such expertise. The increased appetite for online shopping is well-documented. Retail economists stated that the pandemic-led growth propelled the trajectory of e-commerce forward by up to eight years compared with prior forecasting. Internet shopping per capita is more popular in the UK than in any other country. We are a small island with a high population per square mile, high levels of internet connectivity, strong delivery infrastructure and a vast breadth of retailers skilled in online fulfillment. Consumer e-commerce now accounts for approximately 30% of the total UK retail market, with 82% of our population buying at least one product online in 2021 (according to the US International Trade Administration). That’s a huge statistic and, despite our size, we are the third largest adopters of e-commerce in the world – China is the biggest, followed by the US, then ourselves.

Towering above the rest

If we exclude the B2C retailers and focus purely on marketplaces, Amazon remains the UK market leader with approximately 38%, followed by Ebay at 28%. There is then a big drop to the following pack – which includes Wayfair, Etsy and the likes of ManoMano – but even when combined, they don‘t match Amazon’s dominance. Traditional retailers are being forced to react, with many household names now turning their existing online estates into marketplaces, extending the range and reach of products they can market and stemming the flow to specialist online retailers. These include mainstays of the high street such as B&Q, Marks & Spencer, Boots, Next and Decathlon. The impact of increased online shopping on UK high streets has been widely covered and after the pandemic, with several retail giants collapsing, retail space vacancies were at an all-time high of circa 14%. There have been limited signs of recovery since the low point in 2021, but huge uncertainty remains due to the economic situation, the cost of living crisis and the relentless march of online commerce. With the economy in a precarious place and people having less disposable income, FMCG businesses will be looking to focus their marketing budgets on achieving quarterly sales targets. Rebranding and ‘tent pole’ marketing campaigns may be scaled back or delayed with that share of the budget being reallocated towards direct campaigns to push products harder than ever. This is where the new breed of agencies that can navigate the dark arts of online marketplaces can excel by helping brands access mass markets quickly and easily. The models of these agencies all differ but, in many cases, their fees are linked to performance. Therefore, the brands are in a no-lose situation and, as their agency’s core remuneration focus is on client sales, the relationship is completely aligned. These expert agencies also offer challenger brands swift, effective and relatively inexpensive access to consumers without the need to court the all-powerful retailers as has traditionally been the case. Coupled with the rise in social media whereby consumers are influenced to buy products based on sustainability, usability and herd recommendation – as opposed to simply trusting a brand name – this represents a huge opportunity for such brands and, likewise, for those specialist agencies that can platform-market them. Ultimately, online consumers will have a broader choice and faster cross-marketplace comparison capability, further cementing e-commerce as the preferred platform for spending.

There is a space for reinvention

So, is this really the pivot point where traditional retailers turn their backs on bricks and mortar in favor of e-commerce marketplace opportunities? I’m not sure. We are gregarious, social animals that like to visit, congregate and socialize in city and town centers. However, whether the old adage of ‘let’s go to the shops‘ will be the key driver of these visits is questionable. There will be lots of opportunities for experiential agencies that can rise to the challenge of making often defunct retail spaces, such as closed House of Fraser stores, into exciting destinations that hold a broader appeal than shopping alone. Many of these agencies had a tough time in the pandemic, with the smart ones quickly skilling up and expanding their online capabilities and it’s these that may lead the pack in bridging online and offline commerce. So, as we move on from yet another very turbulent year, with everything from the war in Europe, an energy crisis, three UK prime ministers, ongoing strikes and rampant inflation, it’s very hard to predict anything with any certainty for 2023. What we can say is that we are likely to see further growth in e-commerce, the agencies that support it and further transformation in our high streets. With change comes opportunity and we can expect to see the agency landscape continue to morph next year.

An unfit environment for sellers

In terms of merger and acquisition (M&A) activity, changing consumer needs will always present opportunities for agencies that specialize in meeting them. And acquirers across the whole spectrum need to offer that expertise to the brands they represent. So, in turn, the M&A march across the marcomms space will continue. At this time of year, we’re always asked to give our views on likely M&A activity more generally going forward. Putting aside the need for acquirers to continually develop and grow, the obvious cloud on the horizon from a seller’s point of view is a potential rise in capital gains tax (CGT) in the March 2023 budget. If it doesn’t happen then, we think it will if the odds-on change in government occurs in January 2025. While this won’t affect acquirer appetite, a tax hike will certainly make it less attractive for independent owners to sell. It takes six to nine months to sell a business, sometimes longer, and should CGT remain unchanged in the March budget, then those looking to mitigate that future governmental tax-hike risk shouldn’t leave it much past September 2023 before commencing a process. Read more

British agencies are coming off poorly in the global talent war. But equity-sharing schemes could enable agencies to market themselves better to new staff – and keep their current talent happy, argues Nick Berry of Green Square. The advertising sector is facing its worst-ever recruitment crisis, according to the World Federation of Advertisers (WFA). The UK is at the sharp end of this crisis, and in the face of the recent turmoil in the economy and the deepening cost of living crisis, the situation has only been exacerbated since the summer. As agencies search for solutions to this threat, there’s one means of rewarding and incentivising staff that has been overlooked, and can act as an important pillar in longer-term M&A strategy: equity. Before considering tactics to utilise, it is worth recapping why attracting and keeping hold of talent is the biggest challenge for UK agencies right now. Brexit has led to many people to reassess whether they see the UK as their long-term base. Many agencies have established a base in Europe and relocated headcount and relationship management to the continent. Remote working has become the norm in many cases and geographical boundaries have largely been removed. While this increases access to talent, it also increases the competition for talent globally. Most countries are in the grip of a cost of living crisis, and some staff seized the pandemic as a chance to relocate to cheaper and often warmer climes to work remotely while still commanding the same and sometimes higher wages. These factors have resulted in the attractiveness of the UK waning to some degree. Furthermore, employees know their value more than ever. There is greater knowledge of what the competition is paying and a willingness to ‘jump ship’ for a salary hike. Following a prolonged period of almost ‘full employment’ in the UK, people are less concerned with job security, and length of tenure is at an all-time low. A survey by Employment Hero at the start of 2022 showed that 77% of people aged 24-34 were looking to change jobs within the next year, which is a startling statistic. Freelancing is often a more lucrative option than being on staff, while also providing the chance to experience a variety of environments. It is often perceived as less stressful with a better work/life balance. More people than ever are setting up their own businesses, and they are often lured by the excitement and challenge of trying something completely different from their established careers. There are considerable push factors for this in the marketing and advertising world, as highlighted by the WFS’s Media’s Got Talent survey, which noted “systematic industry issues including poor levels of training, poor client behaviour, competition from tech firms, poor work-life balance for staff, a lack of flexibility and opaque career paths” as factors. On top of all this, leaders and managers are stretched and struggle to define and foster thriving cultures in a world where the office is often no longer the centre of gravity for the business, growth is restricted by clients demanding more for less and there is the ever-greater challenge of meeting creative and technical necessities in the ‘always on age.’ That represents a lot of complex inter-related challenges to tackle. But in the brave new world, the innovative and bold will survive and thrive.

Equity participation

Getting the basics right is essential. I’ve written previously about the importance of investing in processes and systems to allow people to be freed from repetitive admin, which in turn will allow creativity to flourish. This can have a huge impact on reducing stress and increasing job satisfaction. But further to having the foundations and tools for individuals to flourish, there’s an array of other operational and cultural actions that demonstrate an underlying commitment to staff. Initiatives such as those listed below will improve the length of tenure and attractiveness of a company to existing and prospective employees…

• Coherent, inclusive and open recruitment policies
• Quality induction for new starters
• Clear training and development paths underpinned by robust, ongoing performance management from team leaders who know how to manage
• Proactively searching for talent from diverse and underrepresented groups
• a strong environmental, social and governance approach to both reflect and uphold what matters to modern-day employees
• Seeing investment in wellbeing as a way to drive performance as opposed to a cost to the business
• Hybrid working patterns that allow for collaboration to nurture junior team members so they can develop and grow as opposed to being isolated and adrift from peers and experienced staff

The points above apply to all businesses, but in creative environments people are fundamental to both differentiation and ensuring innovation and continuity in client relationships. The radical empowerment of key people and aligning them to long-term business objectives is essential. A powerful way to do this is through equity participation. Equity is often regarded as a ‘sacred cow,’ not to be touched by those who have it. But owners and leaders need to think bigger than this and use all the tools at their disposal to drive success in these testing times. When implemented correctly, utilising equity can embed a truly shared and vested interest. At Green Square we see that owners holding on to too much equity can have the opposite effect to that which they are striving for, which is to reduce reliance on themselves, spread responsibility and maximise the value of the business. We are lucky in the UK to have long-established government-approved share option schemes for small- and medium-sized private businesses, such as Employee Management Incentive schemes (EMI). Of nearly 6m businesses in the UK, the vast majority are small. The government recognises the importance that share schemes have for them and it’s currently reviewing EMI rules, saying it aims for “the EMI scheme to ensure it provides support for high-growth companies to recruit and retain the best talent so they can scale up effectively. The review will also examine whether more companies should be able to access the scheme.” As explained simply by Ifty Nasir, chief executive officer of Vestd, with a share scheme management platform, “in a nutshell, when people feel they have a stake in something, there is a greater level of commitment to the success of the business as a whole and their contribution to it. This applies even if they’re not in the office with a manager looking over their shoulder.” Furthermore, and as a key aspect of where we support clients preparing to sell, it has been a long-standing priority of buyers to know the ‘second tier’ of management will share some reward from the initial payment, along with those that founded the business. And even more importantly those people will be incentivised to drive growth in profits post-sale during an earn-out period. This will be alongside the primary owners and shareholders, or as part of a smooth succession plan. Every business is different and there is no hard and fast rule for the level of equity to distribute, but acquirers like to see between 10% to 20% of equity in the hands of the ‘second tier.’ This is a meaningful amount and shows that the business has a trusted layer of resource and expertise beyond its founders. Further to share option schemes there are other approaches to consider. Employee Ownership Trusts (EOTs) are growing in popularity for businesses that wish to retain their independence or don’t fit the profile for acquirers in some shape or form. Employee ownership is achieved when a trust is established to hold shares on behalf of employees. This offers significant tax advantages for those handing over their shares when all the criteria are met. In larger agencies that are part of a network, the group entity is often publicly listed. The share prices of the main networks including WPP, IPG, Omnicom groups have been in steep decline over the past 12 months or so. The dramatic rise and fall of S4’s share value has also been well-documented over the past couple of years. This represents an opportunity and a challenge for these larger groups when it comes to using equity to attract and secure talent. The goal when issuing share options is for the capital gain to be as large as possible for the beneficiaries. Therefore with share prices depressed, this is a great time to consider offering share options to staff. If such options have carefully planned vesting schedules, this could lock in key people and provide much sought stability for the agency and a tangible goal for the employees. This could/should both drive growth and consequently result in significant returns for the beneficiaries over the next five to 10 years. In other situations, groups such as S4 and Next 15 have used equity as a key part of their acquisition strategy through offering some of the value to the sellers as reciprocal shares in the group. In these circumstances the shareholders that sold to the group when the shares were at a much higher value may well now be feeling short-changed. But the benefit of hindsight is a wonderful thing and no one could foresee the current turmoil in the markets – a far more powerful factor on those prices than the performance of those companies alone. Not only does this act as a motivational challenge amongst the businesses acquired to date, but it also means that if future deals utilise a similar structure, the volume of shares required to achieve the required value would be MUCH higher – creating a significant imbalance. The same would apply if other staff within group companies were now offered share options. This could lead to some interesting internal politics, but ‘top-up shares options’ could be offered strategically to iron out inequalities and level the playing field, motivate and drive growth. Distributing equity won’t solve all the problems that businesses are facing right now, but we are in an age where employees expect more than ever, and it is a powerful tool to help encourage and reward commitment, accountability and growth. It won’t be right for every business but when implemented correctly long-term value can increase and can get you to your desired destination faster. So, founders need to warm to the idea of having a smaller percentage of the pie, being outweighed by creating of a much bigger pie, which is good for everyone. Read more

Currency instability may have the public spooked, but agencies can still find opportunities, writes Nick Berry of corporate finance and advisory practice Green Square. The full political fallout from the mini-budget is yet be seen, but there is no doubt that Liz Truss and Kwasi Kwarteng’s dramatic tax cuts have been the catalyst for further economic turmoil and the weakening of the pound.

The times we live in will be remembered for many things – a pandemic, war in Europe, 1970s-style inflation, a revolving door being installed at 10 Downing Street – but the rise of environmental and social awareness will not become a memory. The manner in which governments, business and individuals balance short-term economic pressures with long-term sustainability and social justice is arguably the most important challenge for our and future generations. We are seeing more people becoming vocal and active across mainstream politics, as well as other forms of disruptive protest to create awareness and drive change. But while specific industries are now clearly marked as targets for the damage they cause, businesses across all sectors are having the spotlight shone on them as never before. Greenpeace’s protests aimed at WPP at this year’s Cannes Lions was both surprising and innovative in equal measure. WPP agencies won two Gold Lions for work with Greenpeace, but this didn’t stop the campaign group from using guerrilla marketing tactics to storm its private beach at Cannes to highlight its dealings with fossil fuel companies. Whether or not these protests work in the short or even medium-term is not the point. No agency – or client for that matter – can afford to brush off these events and think they are immune from being targeted. Business needs to understand that consumers are getting wise to greenwashing, so brands and their agencies can no longer make performative gestures. ESG (environmental, social and governance) standards must be top of mind for agencies and their clients moving forward. In the past, ESG efforts were primarily viewed as good PR to receive favorable media coverage, please socially conscious employees and mitigate risk. Things have moved on since then: ESG considerations are increasingly viewed through the lens of value creation. Just as high and transparent ESG standards will help brands engage with their consumers and help agencies become more attractive to clients, both existing and prospective, with my Green Square M&A hat on I am certain they will also make agencies that are looking to sell appear much more attractive to potential buyers. Following on from the Cannes protest, Silvia Pastorelli from Greenpeace said: “We have nothing against the creative sector. There is a lot of incredible energy and talent, but we would like to see that used as a force for good.” I speak to entrepreneurs all the time and ESG is high on their agenda. Privately-owned businesses across the marketing and creative sectors often have a strong social conscience and have motivated and committed staff that echo the thoughts of Pastorelli. It is genuinely important to them and the cultures they are creating that positive ESG is part of their DNA. This will uphold their values, help them differentiate from the competition, help them attract the best talent and the most prestigious clients. It will also inform their M&A strategy when the time is right to attract the right buyer. With ESG issues near the top of the agenda for governments and the public at large all over the globe, it is now a tangible factor for private equity houses and institutional investors. It is consequently a driver for transactions – in the form of both disposals of risky assets (for example, fossil fuels) and acquisitions of sustainable assets or assets that will help a company achieve its ESG goals (such as renewables, recycling, waste management, tech and aquaculture), as well as B2C transactions. At the same time, ESG factors are receiving more attention in due diligence and deal terms as their materiality increases. And on a purely practical level, there’s also greater regulatory focus on ESG – reflected in the introduction of reporting requirements across the globe (including in the UK, Japan, Hong Kong and China) and moves in Europe to impose new corporate governance and risk management obligations. While reporting requirements have, to date, largely been targeted at publicly listed companies, they are expected to be extended to large private companies in many jurisdictions. It is important, therefore, in the context of private M&A to consider how ESG risks and regulations may affect a company’s reporting obligations, or any plans to exit an investment in the future, through a subsequent disposal or an IPO. An interesting development in recent years has been the rise of B Corp, a non-profit network that seeks to certificate businesses on their environmental commitments, good corporate governance and transparency. The rapid growth in businesses becoming B Corp-certified demonstrates the commitment of many businesses trying to do the right thing and reflect wider societal views. The ongoing benefits of certification are becoming clearer for all kinds of companies: attracting and retaining staff in the midst of a global talent war, attracting new business and winning public favour. There are now thousands of B Corp-certified companies. A random search using the keyword ’advertising’ reveals that there are almost 300 agencies listed on the B Corp website. But ESG is still often overlooked as a lever you can pull to grow value from M&A activity. It does not replace the importance of Ebitda and a strong management team etc, but it can make your enterprise more attractive. There may be acquirers concerned as to whether they can uphold the standards expected of being a B Corp if they take over a certified company. In time, however, the increasing need for larger businesses to prove that their actions speak louder than words should mean savvy acquirers will seek targets to improve their own cultural and commercial commitments and social perception in the market. It was not so long ago that sustainable investment was confined to a small dedicated corner of the PE market. It’s now moving into the mainstream. Sustainability is permeating almost every aspect of private markets. Private equity firms are now integrating ESG considerations across the investment cycle – proven by the fact one in three general [PE] partners have now hired sustainability officers, which is almost double the number from two years ago. Those that that fall behind are likely to face pressure from limited partners and lenders to up their game. In M&A, negative ESG issues – whether related to environmental impact, board diversity, supply chain management or other factors – may affect deal certainty by impacting target valuations in previously unexpected ways. They may also affect the availability of financing for a transaction as lenders and investors increase their focus on these issues. ’ESG due diligence’ is becoming more important for corporate and private equity buyers in M&A transactions. Buyers and advisers need to be savvy in diligence exercises, particularly as monetary or other traditional ’risk’ thresholds may prevent discovery of some ESG issues, such as human rights breaches in the supply chain. Deal protection provisions are another area in which ESG is impacting on M&A transactions. Buyers may request ESG-related warranties above and beyond the traditional scope of ’compliance with law’ warranties. ESG-specific warranties need careful consideration to ensure risk is balanced and any breaches are objectively identifiable. This is especially important if the parties want to utilise warranty and indemnity (W&I) insurance for the transaction. Sellers may also want to protect their reputation post-closing by conducting diligence on the buyer or seeking post-closing commitments as to how the business will be run by the buyer in future to maintain ESG standards. At Green Square, we have been increasingly focussing on sellers’ ESG credentials, as well as their numbers, as part of our assessment and support in preparing our clients for acquisition; this is because we believe that good practice, governance and being proactive in upholding sustainability will create greater value over time. Entrepreneurs need to take note! Read more