The story that follows is told from my perspective. Everyone mentioned in this post has read and approved it.
Reddest of red tape
(Audrey, Guillaume, Claude, Jany, if you're reading this, know that I love you all and am thankful for your expertise. Even though this next section doesn't show it 100% 😂)
The accountant/fiscalist/lawyer's job is to identify, highlight, and mitigate your party's risks.
If they forget to point out ABC, and ABC bites you in the arse five years later… they have failed. Like all of us, they have a reputation to maintain.
Early on, I remember Itai telling me:
"Lawyers are going to overload you with potential risks. As an entrepreneur, it's your job to identify the ones you're willing to take—or not."
He was right.
What I had not seen coming, though, is the "package negotiation" of risks. For instance, we'd sometimes look at one item and claim it was unacceptable. After reviewing the whole section, however, we'd realize there were ten open items to handle. Suddenly, we were willing to accept that first item if they let go of two other, bigger ones.
Strange dynamics, but hey, like Itai says time kills deals. So at the end of the day, you gotta make progress!
The most soul-sucking part? The international multi-player telephone game:
- Snip lawyers receive the SPA (Share Purchase Agreement).
- The Share Purchase Agreement is the final boss in terms of paperwork. It includes EVERYTHING, from cash/stock/bonus ratios, vesting periods, warranties and representations, purchase schedule, closing conditions, and much, much more. Oh, it also has hundred of annexes.
- Snip lawyers identify problematic item, share with Snip partners.
- Snip partners debate, then ask lawyers to remove item.
- Snip lawyers ask Duda Montreal lawyers to remove item.
- Duda Montreal lawyers share info with Duda California lawyers.
- Duda California lawyers consider and/or share with Duda execs.
Then they'd send the info all the way back down that chain. Sometimes, the item in question had not even been addressed.
After a few back and forth fails like this, we'd regroup problematic items; I'd plan a call with Itai and solve all of them in fifteen minutes.
Then we'd both go back to our lawyers, explaining the decisions.
This jaw-clenching, adrenaline-fuelled part of the deal lasted two and a half months. Good times!
Eventually, after arguing over and sorting out hundreds of commas, we had a final version of the deal.
Next step was constructing an announcement schedule. It had to harmonize timezones across the world, bring people from Montreal to Québec, and respect a specific sequence of events:
- Signing the deal
(for us, it wasn't the same as actually closing the deal)
- Getting the green light from Investment Canada
(they must approve all Canadian corporations sold to foreign organizations)
- Announcing to Snipcart team
- Giving Snipcart team a few days to ask questions and sign new employment contracts
- Announcing to Duda team
- Closing and signing final documents
- Receiving the first installments of the money, held in lawyers' trust accounts
Breaking the news to our team scared me.
I couldn't control people's reaction, and in all honesty, we needed most of the team to be on board for this to work.
What I did have control over was the story I told and the help I got. So I hired an organizational therapist to chip in. She had already handled a bumpy merger and shared heaps of helpful tips. She reviewed and improved my story's structure and timing. It was also her who cautioned me to be open to employees' questions and worries.
I, after all, had been in the thick of it for over six months. Our team, though, would learn the news, the surprise, and be filled with questions. Things that, in the bigger picture, look micro, would carry weight for them:
- Will we need to track our hours now?
- How will pay bumps and adjustments work?
- Will we still be able to work remotely?
- Will we still be able to create content discussing Duda competitors?
- What kind of people will we be hiring?
On June 28th, we got everyone together in the conference room and began our yearly all-hands meeting. After reviewing this past year's success, however, we switched gears and broke the news.
Most of what you've read thus far, I told my team then and there. I took my time, explained motivation, and emphasized vital points:
- No one's losing their job or relocating
- Snipcart the product, brand, support, marketing—all staying alive
- We keep hiring who we want
- How awesome the company buying us is
- What the integration with them looks like
- Everyone gets a 25% salary bump
- Everyone gets Duda stock options
- Office, benefits, and perks stay the same but will improve
Not too shabby a deal! 😄
Sure enough, after this lengthy talk, all of the earlier questions popped up. We addressed them, but at the end of the day, they were "margin" questions. The core question that came up:
Will the experience of working at Snipcart stay the same? Will it become corporate, heavy with process?
Using the context you've already read by now, I explained why it would remain awesome. Then two team members said:
I trust that Franck would not have sold the company to people who would change our culture.
And if issues arise, I know he'll step in for us.
It looks like I'm tooting my own horn here, but it actually happened. And it both moved and pressured me to keep being a good leader for our team. Without them, none of that could happen. Without them, I wouldn't enjoy my work as much as I do. Again, thank you so much, Snip-folks.
Two days after we announced it to our team, Itai & Amir did the same with theirs. We were invited to attend the reveal call. Charles and I had done our fair share of video meetings during Covid. But never had we spoken on a 200+ people call.
The time for the big virtual meeting came. Charles struggled to get our webcam working, then gave up. Nervous, we squeezed in front of my laptop cam. Muted while the Duda co-founders spoke, I looked at my friend and partner of now eight years, and whispered in French:
C’est complètement irréel ce qu’on vit en ce moment.
(This moment feels so unreal.)
We both laughed. It would be months before we'd process everything that had happened. Eventually, Itai passed us the mic. We introduced ourselves, cracked some jokes, shared our product & market visions. I artfully dodged a question on what I thought about The Big Lebowski.
Short and sweet, but it went well. So many great people we're looking forward to meeting IRL on this big team!
Eventually, we got to the last item of the closing schedule:
- Receiving the first installments of the money, held in lawyers' trust accounts
On the day I knew money was coming in, I went working from my mom's house. I had short startup mentoring calls in the afternoon, which I did from the comfort of her couch.
Early into the deal, I somewhat jokingly promised my mother to take care of her house and car if we closed. She was very reluctant at first. She had been self-reliant and fiercely independent ever since we lost my dad 20 years ago. But what started as jokes in January became a genuine possibility in June. As time passed, so did her initial reluctance.
Midway through my last call of the day, my phone started buzzing non-stop. Notifications piled up. I tried my best not to look at them. To focus on the call. Couldn't resist. The first notification I tapped on was a message from Charles:
FRANCK, CHECK YOUR BANK ACCOUNT!!!
[CMD + T]
My eyes widened. The other person's voice faded. I hit refresh, just to be sure. Commas still there, yup. WTF!!! I mindlessly repeated words the other person was saying. Awkwardly, I closed the call. Mom was rummaging downstairs.
Quickly, I jumped on my feet, put my laptop on the dinner table, and zoomed in on the balance. I told her to come up. She wasn't wearing her glasses. I asked if she could read computer screens without them. Yes. So I invited her to take a look at my laptop.
When she looked at my screen, she gasped, hands covering her face, tears dropping. It was one of my proudest moments, bar none. Mom was crying a mixed bag of tears. Tears of happiness, pride, and relief. Relief that pressure would finally drop for her son. She had seen me go through vertiginous highs and lows during the deal.
I'm not ashamed to admit this whole suite of stressors was a lot for me. Between Covid's isolating background, my girlfriend's car accident (she's okay), double-sided negotiations (partners & Duda), and keeping secrets from my team… I struggled. Sleep wasn't good either—didn't help. Towards the end of the seven months, I had panic attacks every other day. Cried a few times, too.
The closer we got to closing, the bigger the stakes became in my mind. I was afraid I—or someone else—would mess it all up: my mom's improved retirement, my team's conditions upgrade, my partners and I's gains, my career's epic opportunity. By June, even tiny zones of uncertainty triggered anxiety. Eventually, I increased my medication dosage and started seeing my therapist every week. It got me through that last intense stretch of signing, closing, announcing. The whole thing was hard, but I'm damn proud of myself, my partners, and my team for landing it.
Nothing anyone says or does can take that pride away from me.
Today I still feel stress, but mostly positive stress. The road ahead is challenging, but it is known. I've hired a personal trainer to get back in shape; I meditate here and there, see my therapist, hang out with friends and family, and work on stuff I love with people I care about. Can't complain. 😊
We're now well into our integration with Duda, the product, and the company. So far, so good! They're not pushy nor too involved. They offer support whenever we need it and ask for key info to plan for the future.
Slowly, there's a soft fork happening inside our dev team. Some people will focus more on Snipcart core (our existing platform). Some on the Duda integration. For some older team members, it was a welcomed breath of fresh air and challenges. This will all happen under the same roof, so culturally, there won't be a schism in the team.
Roadmap overview for Snipcart core:
- Shipping fulfillment integrations
- Apple/Google pay support
- Advanced digital goods (licenses, renewals, updates)
- Marketplace support
- Social selling support
- and much more!
What's next for our company:
- Doubling the dev team
- Aesthetic & functional improvements to new office
- Exploration of a Montreal-based office
- Stronger involvement with local community (schools, web devs, startups)
- Team retreats in Israel, USA, and maybe Brasil!
- Launch of native Duda integration Q1-2 2022
There are so many possibilities with Duda's platform. The amount of learnings we'll gather by studying their product, customers, and processes blows my mind. And they have such cool customer segments, too: SMAs (Small-Medium Agencies), web freelancers, SaaS, enterprise. In this context, the usage and evolution of our product becomes exponential.
Oh, I almost forgot! Amir and Itai visited us in Québec for one short but vibrant day. They got to meet the team, critique our minimalistic offices, and play tourist for a bit. Felt unreal to welcome them here, IRL, after seven months of remote negotiations! Good times.
I want to end this by thanking everyone who helped me through these intense months: my girlfriend, family, friends, and all the other skilled professionals who gravitated around us. You know who you are. We couldn't have done it without you.
To my partners, Charles, Georges, and Vincent, cheers. It's been quite a ride.
To the Duda team, Itai, Amir, Stephanie, Steven, Uri, and all the rest — thanks for believing in us. I'm eager to learn from you and impress you.
To everyone who thinks we shouldn't have done it or done it differently:
Yeah, well, huh, that's just like, your opinion man. 🕶
BONUS: We're hiring (duh)
Join us! Tons of fun and superb career opportunities. HR details:
We're hiring backend, frontend, full-stack devs.
Here's a video to give you an idea of what it's like to work here!
It's a wrap for the Selling Snipcart series. I hope you enjoyed reading it as much as I did writing it. May your talent and luck meet sooner than later, friends.