Buying Skype Headaches: Microsoft

Microsoft is buying more than Skype for $9 billion. It's also buying a headache of sorts, one that it didn't make but will eventually have to face as a public relations road bump or two or worse.

The initial rub up with a story penned by former employee Yee Lee, who describes Silver Lake as a bunch of rat bastards, is only one piece of the problem.

In case you missed it, Lee says he's been cheated because his contract gave Silver Lake the right to “repurchase” any vested shares for anyone who leaves the company voluntarily or is terminated with cause. It renders the options relatively worthless. Business Insider Henry Blodget provides a different take on the case.

On its own, this would be a little bit of trouble, but not much. Many people would say Lee was certainly silly to "assume" his contract was of the boiler plate variety. Other people would say it seems odd that "vested" options aren't really vested at all. And everyone would forget about it in about seven weeks.

But the Lee story is only one among several that smack of stock and contract monkey business with Silver Lake. There was also the decision to let some senior executives go, meaning that they aren't likely to get as much as those who stay on through the transition. And just today, Reuters revealed there may be two more oddities ahead.

Microsoft may not look good in the months to come.

While Andrea Petrou speculates that the executives were sacked at Skype early to make Microsoft look good, it really won't work that way given those other stories are coming to light. "Skype employees get screwed" is a sticky message.

The reason it will become Microsoft's trouble is because buyers almost always host their own round of housecleaning after an acquisition. It only makes sense. Not every good fit for Skype will be a good fit for Microsoft.

But with the complex web of credibility gaps created by Silver Lake, Microsoft will look bad no matter what it does. Even if you dismiss the early firings, the claw back on people like Lee, the other employees who were let go for cause (whatever that cause may be), and what Reuters called a special Cayman partnership created "to avoid the possible application of employee-favorable laws in California and Luxembourg," the collective bad message — employees get screwed — sticks better than any number of complex defenses being forwarded by Silver Lake.

So, when Microsoft inherits Skype and starts calling the shots, any missteps will read as Skype employees get screwed again. And again. And again. (As applicable.) Given Microsoft already has a poor track record on mergers and acquisitions, it's likely there will be problems. And sentiment suggests most Skype users are less than excited.

Many of them expect Microsoft to destroy what is working. And Skype employees are likely feeling uncertain about the future.

The only silver lining is that Microsoft intends to keep Skype as its own operational division. But anyone following these events have to wonder how long that will that last. They also have to wonder how long it will take to forget that Silver Lake set these problems in motion and placed all the blame on Microsoft, for better or worse, deserved or undeserved. Case study ahead.

Establishing Reputation: A Holistic Approach To Business

Every year, Reputation Institute looks at how the general public rates 1,000 companies in over 20 industry categories in more than 25 countries, making Global Reputation Pulse the largest study of reputation in the world. Most of the work focuses on how companies perform in their home countries, but an article in Forbes today highlights 28 companies with international merit.

The Top Ten Brands By Reputation.

1. Google (United States)
2. Sony (Japan)
3. The Walt Disney Company (United States)
4. BMW (Germany)
5. Daimler (Germany)
6. Apple (United States)
7. Nokia (Finland)
8. IKEA (Sweden)
9. Volkswagen (Germany)
10. Intel (United States)

Microsoft just missed the top ten. And there are many great companies that round out the full list of the 28 most reputable companies. The study was based on several factors, including products and services, innovation, workplace, governance, citizenship, financial performance, and leadership.

Understanding What Reputation Really Means.

One of the most common mistakes in business is to use two terms — brand and reputation — interchangeably. (The same can be said for brand and identity.) The confusion has become more pronounced in recent years, in part, because some social media experts frequently combine identity, brand, and reputation. So let's dispel some of the mystery.

There isn't much reason to reinvent an answer in this case. Richard Ettenson and Jonathan Knowles clarified brand and reputation well enough in 2008.

They defined brand as a “customer-centric” concept that focuses on what a product, service, or company has promised to for its customers and what that commitment means to them. In short, it's the total net sum of all positive and negative impressions about a company based largely upon the consumer-company relationship.

Reputation, on the other hand, is a “company-centric” concept that focuses on the credibility and respect that an organization has among a broad set of constituencies. This would include everyone: employees, investors, regulators, journalists, local communities, and customers. And, it would include all those factors cited by the Reputation Institute.

If you need an example to help drive the difference home, Walmart is one of the best companies to consider. It frequently scores high as one of the best known brands, but its reputation often serves as its primary detractor. It will always be that way for Walmart until the company holds itself to a higher standard.

What It Takes To Establish A Strong Reputation.

1. Product/Service. The ability to deliver on a brand promise — products and services — is paramount to establishing legitimacy. It's one of the primary reasons Google sucked some of the air out of Yahoo as search stewards. As Yahoo bought companies and rebranded them to the central brand, it also inherited and transposed product and service issues. Sometimes it worked out okay with platforms like Flickr, but it suffered the opposite fate with platforms like MyBlogLog. Google, on the other hand, saw its reputation soar as it transformed its acquisitions into Google culture.

2. Brand & Identity. While reputation, brand, and identity are different, they work in tandem. While the products and services may have differentiation, the ability to communicate that differentiation makes all the difference. Apple is paticularly good at this by demonstrating its minimal design elements and innovation virtually with everything it does, right down to the people we expect to see behind the counters of any Apple retail outlet.

3. Advertising. While anyone can argue the finer points of whether social media has circumvented the traditional principles of advertising, it's still the primary source of message delivery. Advertising, more than any other discipline, communicates the brand promise, establishes the identity, and attracts enough attention to create sales opportunities. Sure, sometimes advertising drives sales, but mostly it focuses on everything else.

4. Public Relations. While some people might take exception to seeing public relations follow advertising, there is some truth to the idea. Public relations (and this includes but is not limited to the art of media relations) works to have other groups — ideally employees (via internal communication), investors, regulators, journalists, local communities, and customers — to adopt and believe in the brand promise. To do it, public relations professionals need to assist in creating an environment of mutual trust.

5. Corporate Citizenship. Great companies do not operate within a void. They generally consider corporate philanthropy part of their culture. Even small localized companies can learn from larger companies in that if the community isn't economically viable, healthy, vibrant, and provides a better quality of life, then it will wither. And with it, so will sales within that community.

When you add it all up and look to some of the best run companies in the world, you might sometimes come away with the feeling that those scoring highest on the reputation charts seems to have it all or, at least, very close to it. In some ways they do. But what's even more important to consider it that any company (or individual) can have it all too. It's a choice.

Selling Cheap: Microsoft Laptops

"It would be very unusual for Microsoft's score to be increasing this much and Apple's to be decreasing without some sort of event driving that, like a major campaign that's particularly successful." — Ted Marzilli, global managing director for BrandIndex at consumer polling service YouGov

That campaign, according to Adweek, would be Microsoft's new "Laptop Hunters," which targets Apple's value perception. Specifically, the campaign asks people if they "can find everything they're looking for in a laptop for less than $1,000, the marketer will pay for the computer."

While the "Laptop Hunters" seems to be resonating with mass media, online consumers are another matter. "Laptop Hunters" commercials score two-and-a-half to three stars, which is still a dramatic step up from Song Smith. In fact, the only one enjoyed by YouTubers seems to be the spoof commercial; it scores four-and-a-half stars for featuring a homeless man who reluctantly takes the free PC.

YouTubers are not the only ones in disbelief over the BrandIndex assessment. The comment section in the AdAge story demonstrates real push back. But maybe that's because some of them already know that Microsoft recommends a laptop over the $1,000 for any designer. And, designers seem to be pointed toward the lowest end models. For gamers, Microsoft recommends a $1,899 laptop. For "Jetsetters," $1099. For "socialites," $1,499. For "all around," $1,999.

So who do they really expect to find the perfect laptop for under $1,000? Parents. They seem to be the only ones that Microsoft would recommend a laptop for $699 as configured, because parents must not do any of those other things that Microsoft mentioned above.

Branding Shift: Microsoft?

Microsoft wants consumers to believe that its new advertising strategy has come a long from this to this. But has it? Really?

Communicating To Employees: Obvious But Overlooked

Last Thursday, Joanna Blockey, ABC, communication analyst for Southwest Gas Corporation, help put the crossover impact of external and internal communication into perspective as a guest speaker in my Writing For Public Relations class at the University of Nevada, Las Vegas.

While Southwest Gas Corporation has a well-defined program, she pointed out that many companies do not. Some employers still believe that "providing a paycheck" is the company’s only obligation to employees.

“We communicate to approximately 3,200 employees and retirees at Southwest Gas Corporation,” said Blockey. “It would be a mistake to discount them because they are one of our most important publics. Every day, employees go home with a message about the company.”

And then what happens? They talk to friends and family.

Considering some studies place the average person’s number of friends somewhere between 25 and 35, one internal impression about a company can travel considerable distance. At Southwest Gas Corporation for instance, 3,200 employees and retirees could deliver 96,000 impressions about the company. If these friends pass that impression on to even half of their friends, the impression count suddenly reaches 1.5 million people. It doesn’t end there nor does it consider the number of employees who communicate online.

It didn’t seem like it in January, but Yahoo has learned this lesson the hard way. More than one employee has made their layoff public. This communication, which started with 87 connections on Twitter, has since circled the globe and been picked up by the media. That's just one person.

It's something we alluded to back in Jaunary. Employees don’t like the uncertainty created at Yahoo, a message reinforced by Jerry Yang, chief executive, when he botched the balance between being empathetic for the 1,000 employees to be laid off, which started last week, and being bullish on streamlining the company for non-internal shareholders.

Add up employee impressions alone and you'll discover Yahoo is struggling against the weight of more than 3 million low morale impressions per day, which doesn’t even count that some employees have hundreds or thousands of connections online. Suddenly, this seems to make the recently added "padded" severance packages, for employees and top executives in the event of an acquisition, not all that comforting. In fact, the idea of a Yahoo buyout doesn’t even seem very comforting to Microsoft employees either.

All communication overlaps, inside and out.

Seattle Times reporter Benjamin Romano recently published part of one Microsoft internal communication sent by Kevin Johnson, president of the platform and services division at Microsoft.

"While some overlap is expected in any combination of this size," it said, "we should remember that Microsoft is a growth company that has hired over 20,000 people since 2005, and we would look to place talented employees throughout the company as a whole."

It then when on to shed light on just how important advertising has become to Microsoft executives: "Respect for both the creative and analytical aspects of advertising is core to both companies, along with recognition that advertising is an industry that represents opportunity and growth."

The full communication seemed to have several purposes. In addition to fending off growing concerns that a Yahoo acquisition could lead to Microsoft layoffs, it’s a message to internal Microsoft shareholders (meaning employees). It’s also a message to Yahoo employees (who are also Yahoo shareholders). And, it's carefully written in case it might land someplace else like, um, the Seattle Times.

Communication doesn’t happen in a vacuum.

Watson Wyatt, a global consulting firm, released some key findings to consider about employee communication in its 2007/2008 report: Communication ROI Study
Secrets of Top Performers: How Companies With Highly Effective Employee Communication Differentiate Themselves.

• Effective employee communication is a leading indicator of financial performance.
• Effective employee communication translates into a 15.7 percent increase in the market value of a company.
• Effective employee communication increases employee engagement, which translates into better relationships.

The reasons are simple. There has never been a barrier between internal communication and external communication, except for the delusional beliefs of some executives. Simply put, if you cannot get the employees to buy into the company, then how you can expect customers to buy into its products and services?

People, like some companies, make the same mistakes.

The mistake in attempting to apply spatial barriers onto non-spatial ideas, as if things don't overlap, is not limited to business communication. It's an idea that keeps being transposed onto social media and social networks over and over again.

People attempt to define themselves like companies define themselves. They talk in terms that make the company-individual seem like it is the center of the universe with various social networks hovering around them like little planets, not at all different from the geocentric system debunked by Galileo.

Ergo, social networking is better represented by people orbiting an unknown center. On the Internet, they don't orbit a network but rather pass through networks much like they pass through networks in life. Their orbit takes them through this industry, that industry, work, home, friends, etc. Along the way, they leave little bits of communication.

Sure, I know this may seem terribly philosophical to some, but it’s the truth. Human nature is not all that different than nature, which is why employers need to ask themselves what they are communicating and where that communication will be left as their employees go about their daily lives. And then, where will that communication go from there?

Had Yahoo asked these questions months ago, I bet they would have considered a different communication strategy all together. You think?

Ordering Up Ethics: Flogs, Blogs, And Posers

After reading that 279 U.S. chief marketing officers, directors of marketing and marketing managers polled in the PRWeek/Manning Selvage & Lee (MS&L) Marketing Management Survey revealed some confusion over ethics, I posted a poll to see if a self-selected group of participants could determine which of eight case scenarios might demonstrate the greatest ethical breach, noting that some were not ethical breaches (but have had some people attach ethical arguments to them).

While the poll was well read, only 22 people participated as of 9 a.m. this morning (before PollDaddy had some challenges). There are several other accounts for low participation, including: ethics cannot really be measured in terms of “greatest;” not everyone was familiar with the various cases; and people are generally confused and/or don’t care about ethics anyway. All valid points.

Fortunately for me, a few people opted in because I promised to make no claims that this is a scientific survey, but rather a discussion opener for today (and an opportunity to try PollDaddy). So here’s our take on eight...

(Poll 23%) John Mackey, CEO of Whole Foods Market, Inc., anonymously posted disparaging remarks about Wild Oats, a company that Whole Foods is now hoping to acquire. We considered placing this in a secondary position, until Vera Bass offered the following on BlogCatalog: “… I believe that breach of the more specifically defined duties (especially fiduciary duty) and obligations that are developed and maintained by those who carry more responsibility for others than most people do, is, by this definition, a greater breach.” Clearly, this is an ethical breach; and we’ll be adding something to our case study next week.

(Poll 18%) Julie Roehm accepting gifts from advertising agencies while they were seeking the coveted Wal-Mart account. While there are allegedly other ethical breaches related to this case study, we limited the poll to a single breach because it’s enough. While some argue wooing guests is an industry norm, the truth is Roehm knowingly violated her company’s policy and has been spinning ever since. While the initial action was bad enough, her defense of it continues to damage an increasing number of people.

(Poll 36%) Edelman Public Relations Worldwide published a fake blog (flog) last year for Wal-Mart (there were three actually). What makes this scenario stand out is that it was premeditated by people who knew better. The real irony is that Wal-Mart could have avoided the breach with disclosure. Perhaps more ironic, no matter how you feel about Wal-Mart, it has enough good news not to need fake news. We placed it third, but only because no one seems to have been hurt.

None of the other five are ethical breaches. At least, not to date.

(Poll 14%) While the Cartoon Network bomb scare illustrates a worst case scenario for a guerilla marketing campaign to go wrong and clearly impacted Boston (closing roads, tunnels, and bridges for hours), it is not an ethical breach. While ill-advised and perhaps not well thought out, it really wasn’t about ethics. In truth, Turner Broadcasting Systems acted very quickly and accepted all responsibility. The guerilla marketing firm that oversaw the campaign, on the other hand, was much slower to respond.

The (Poll 0%) Microsoft’s laptop giveaway, (Poll 5%) Nikon camera outreach program, and the (Poll 5%) McDonald’s mommy bloggers have all been questioned and talked about by bloggers. While all of them have the potential for an ethical breach, none of them did (that we are aware). As long as bloggers disclose the gift, loan, etc. and do not allow these items to bias their opinions and/or encourage/obligate them to make false claims, then no ethical breach can occur.

The last scenario, where Jobster sent Jason Davis a cease a desist letter, claiming Davis had violated a non-compete clause for launching a social network called Recruitingblog.com, was not an ethical question. While the method was not prudent, there was no ethical breach. The two have since reached an amicable agreement.

So why do we care about ethics? To take from the preface of the International Association of Business Communicators’ code of ethics, because: “hundreds of thousands of business communicators worldwide engage in activities that affect the lives of millions of people, and because this power carries with it significant social responsibilities.”

However, as mentioned, this responsibility is two-fold. I believe that we must be cautious in applying ethics so broadly as it continuously raises doubt in or damages the reputation of people, regardless of rank or position, who have not breached ethics. As is often the case, asking the wrong questions — “Is it ethical to ask for comments on a client’s blog?” — can create more confusion than clarity.

As the best measure of our ethics, we must not only be honest with others but also, and most importantly, with ourselves. If you are ever in doubt, the simplest ethical self-test is to ask yourself one of two questions ...

“Would I be proud to tell my grandmother?” or (depending on who your grandmother was) “Would I be proud to see a story about what I am doing on the front page of the New York Times or Wall Street Journal?” If you can answer “yes” to either, you’re likely in good shape. Case in point, I think Mackey would have answered "no."

Revealing Ethical Realities: PRWeek/MS&L

Some public relations professionals and communicators scratched their heads because I didn't call for the resignation of John Mackey, CEO of Whole Foods Market, Inc. despite the obvious: what he did was wrong. Perhaps part of the answer can be found in the PRWeek/Manning Selvage & Lee (MS&L) Marketing Management Survey.

The survey polled 279 U.S. chief marketing officers, directors of marketing and marketing managers that are focused on consumer-generated media, integrated marketing, and industry ethics. Although some of the questions were somewhat phrased oddly (they are paraphrased here), some of the results might surprise you.

• Wal-Mart’s non-disclosure of its authorship of a blog was a breach in marketing ethics. 55 percent agreed.
• Julie Roehm’s acceptance of gifts and dinners from future advertising agencies was unethical. 46 percent agreed.
• Turner Broadcasting placing magnetic lights in Boston that resembled bombs was a breach. 41 percent agreed.
• Microsoft acted unethically in providing Windows Vista on laptops to technology bloggers. 32 percent agreed.

Clearly, there seems to be some confusion over ethics. Originally, I was going to write something about this, but then decided it might be fun to run a poll to see what some readers think first. Which of the following do you think constitutes the greatest breach of ethics? You can vote for only one (and some might not be ethical breaches); we'll share our take on it next week (after the poll closes).



Incidentally, the MS&L survey also revealed that 17 percent of senior marketers say their organizations have bought advertising in return for a news story; 7 percent said their organizations have an implicit/non-verbal agreement with a reporter or editor to see favorable coverage; and 5 percent of marketers said their companies had paid or provided a gift of value to an editor or producer in exchange for a news story about their company or its products.

So much for the notion that all journalists are somehow pre-equipped to make the right ethical decisions. As I have said before, ethics begins with the person and not the profession. Bloggers have an equal opportunity to be ethical and to suggest they cannot, as some people do, only indicates their own propensity to have an ethical lapse.