Case study

JIM LANDER AT THAMESFORD LOGISTICS

Ken Mark wrote this case under the supervision of Professor Michael Sider solely to provide material for class discussion. The

authors do not intend to illustrate either effective or ineffective handling of a managerial situation. The authors may have disguised

certain names and other identifying information to protect confidentiality.

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Copyright © 2009, Ivey Management Services Version: (A) 2009-11-13

INTRODUCTION

“I’m not looking forward to seeing Dan Rollins at all, to put it lightly,” thought Jim Lander. It was June

30, 2009, and Lander had been asked by the president of Thamesford Logistics (Thamesford) to help in the

acquisition of a rival. Lander, who owned an equity stake in Thamesford, was willing to help; however, he

then realized that he would have to work with one of Thamesford’s executives, Rollins, with whom he had

an ongoing dispute. Lander commented:

Starting a year ago, Rollins and I worked on a separate project that involved packaging

and selling a mining project to investors. We were supposed to be partners on the deal but

Rollins secretly brokered the sale of the project by himself, cutting me out of a fairly

substantial payout. . . . As we were unable to see eye to eye on the issue of paying me my

fair share, I initiated legal proceedings against him. Neither of us is happy with that but no

one wants to budge an inch. . . . But now Thamesford is asking me to put aside our

differences and work together on a proposed acquisition. This could be a disaster in the

making if I don’t manage it properly.

In an attempt to negotiate a compromise, Lander — via his secretary — arranged a meeting with Rollins to

see if there was a way to put aside their differences and collaborate on Thamesford’s acquisition. Lander

wondered what his objectives should be, and how he should approach the conversation so that it would not

turn into an ugly confrontation.

JIM LANDER

Lander was the operating manager of Cranston Group (Cranston), a Toronto-based engineering company.

In 20 years, Lander had achieved tremendous success in his professional life despite his humble

beginnings: rising from the position of a clerk in the shipping office at Cranston, he became its operating

manager in 2004. He had spent his entire working career at Cranston, rotating through practically everyposition except for engineering services. He was a well-respected manager, known for his ability to listen

to all sides of an argument before making a call on what to do. As a long-time employee of Cranston,

Lander was well-liked by the co-owners Jeffrey and Sharon Cranston, both engineers by training.

Now in his early forties, Lander had the demeanour of a high-ranking government bureaucrat. He was a

man of few words, always thinking before speaking. Lander spoke with conviction and rarely cracked

jokes. His friends said that he looked like a younger, milder version of Clint Eastwood.

From the beginning, the Cranstons had noticed that Lander had a strong work ethic, was not afraid to ask

questions when he did not know the answer and was a quick learner. In a company comprised mostly of

engineers and employees with MBA degrees, Lander did not seem intimidated by the fact that the highest

educational qualification he had achieved was a high school diploma.

As he had managed Cranston successfully over several years, the owners, wanting to retain Lander, had

allowed him to spend up to 20 per cent of his time working on side deals of his own. Lander had worked

on a wide range of deals including restaurant development, real estate, business services and

manufacturing. In exchange for his consulting services, Lander was often given an equity stake in the

business. Lander owned between five to 10 per cent of the equity in two restaurant chains, an apartment

complex, a manufacturer of building materials and a third-party logistics provider named Thamesford

Logistics, a Toronto-based firm providing logistics services to the Ontario and Quebec manufacturing

industries.

One of Lander’s recent deals concerned the sale of a group of mining properties. In 2008, through his

contacts Lander had been introduced to four individuals who owned the rights to an old mine and mining

claims in the gold-rich Val-d’Or region. The former owners of the mine, part of a large Canadian mining

firm, had abandoned the mine in the late 1990s when gold prices had fallen to the US$250 range. The

mine and the rights to the claim had been purchased by a group of individuals who were now marketing it

as a package. Lander agreed to work on the business proposal including the business plan, investor

presentation and ensuring that the legal paperwork was in place. As this was his first mining deal — and

the first deal in which the exit would likely be a sale to a major mining company — Lander decided to seek

assistance on the project.

Through his network Lander was introduced to Rollins, a former investment banking vice president at a

major Canadian bank.

DAN ROLLINS

Born in Toronto, Rollins had an MBA from a prestigious southwestern Ontario business school. Prior to

his MBA, Rollins had worked in New York city as an auditor and account manager for one of the Big Four

accounting firms. He was of medium height, average build, and bespectacled. Though soft-spoken and

thoughtful, Rollins had cultivated a warm and friendly personality in his years in account management. He

was as comfortable sitting in a client’s accounting department poring over pages of financial statements as

he was in an upscale New York steak house, entertaining senior executives he had just met that day.

Rollins had joined the investment banking group immediately after his MBA and had been promoted to

vice president within six years. In his career as an investment banker, Rollins had worked on several

mining equity raises and acquisitions on behalf of the bank’s clients.

He was considered by his peers to be a team player, someone on whom they could count to work the extra

hour to get any project done. Beneath his calm demeanor Rollins was a fierce competitor, willing to go the

extra mile to ensure that his interests — and the team’s interests — were well protected. He was

instrumental in helping the bank improve its image with its mining clients, but by his late 30s, Rollins was

looking for a change in career. He wanted to take a more hands-on approach to managing, and could see

himself leading a medium-sized corporation in the next decade.

In 2002, as part of his career change Rollins co-invested in an Aurora, Ontario manufacturer of automotive

components. Installing himself as chief financial officer (CFO), he worked with the existing management

team in a turnaround effort, selling the firm to a U.S. conglomerate in 2008. After taking a few weeks off,

he was contacted by a friend on behalf of Lander concerning the Val-d’Or deal.

Although he was skeptical at first, Rollins became interested after he had a chance to review the drilling

data. With his background in the resources industry, Rollins was confident that he would be able to help

Lander identify potential purchasers, conduct due diligence and structure a potential deal.

THE 12-MONTH PARTNERSHIP AGREEMENT

Both men agreed to work on the project, signing a renewable 12-month partnership agreement. In

exchange for their work, the mine’s owners agreed to pay a total of five per cent of the proceeds from a

sale to be split evenly between Lander and Rollins.

Starting on March 1, 2008, both men collaborated in preparing the deal and pitching it to investors. While

there was much interest from mining firms, there were no parties willing to take the next step and begin

negotiations for a purchase. By late 2008, general concern about the economic downturn was making it

difficult for Lander and Rollins to engage senior managers at mining companies: even after 15

presentations there were no serious offers. It seemed as if the mining community had collectively decided

to wait out the recession.

By the start of 2009, both men started to lose interest in the deal, though they fielded a few requests for

information from U.S. and Asian firms. By the start of February 2009, the threat of declining revenues at

Cranston was demanding most of Lander’s attention. Rollins began to look around for a new venture to

undertake. As a favour, Lander introduced Rollins to Steve Golden, the chief executive officer of

Thamesford Logistics, one of the companies in which he had an equity stake.

Golden established Thamesford in 1982 in the midst of a recession. He had grown the company to become

a mid-sized player in the Ontario market for managed logistics. A downturn in the early 2000s had left the

company seeking cash, and Landers had made an investment in the firm.

ROLLINS JOINTS THAMESFORD

Golden discovered that both he and Rollins shared a common background: both had graduated from the

same business school (10 years apart) and had began their careers as junior associates at the same bank.

The introduction seemed to come at a convenient time as Thamesford was looking for a CFO to replace the

incumbent who was retiring. Golden planned to grow the company via acquisition, a strategy which appealed to Rollins. Rollins was offered the position of CFO, which he accepted. In addition, Rollins

purchased a five per cent equity share in Thamesford for $500,000.

THE JOINT VENTURE EXPIRES

Both Lander and Rollins continued to work part-time on the Val-d’Or deal. Lander called a few mining

companies but none of his calls were returned. Rollins continued to follow up with his contacts and

received lukewarm responses. The joint venture’s anniversary expiry date passed with no tangible

prospects in the works.

A week after the expiration of the joint venture, Rollins — who was still in contact with the owners of the

claims — met with an overseas mining group interested in increasing its presence in North America. The

overseas mining group had approached Lander and Rollins months ago, but there were no agreements

signed and no deal had materialized.

Working without Lander, Rollins agreed to a memorandum of understanding. In May 2008, the Val-d’Or

package of claims and the mine were sold for $10 million. For his work, Rollins collected a fee of

$500,000; he did not mention the deal to Lander. During a luncheon with the partners of a legal firm that

had worked on the Val-d’Or deal, Lander discovered — to his surprise — that the deal had been closed

without his involvement. Lander stepped outside and called Rollins:

Lander: I hear that the Val-d’Or deal was concluded.

Rollins: That’s right. It was a long process but we are happy to see it finished.

Lander: Then I’m a little confused. I wasn’t informed about any negotiations. I thought that there was

no deal in sight.

Rollins: I’m sorry that you’re confused. The owners and I had an agreement for me to keep working

on the deal after our agreement expired.

Lander: The overseas group who bought the assets had contacted us in January 2009. As I recall, we

spent a few weeks talking to them. They approached us and the bulk of their investigating

when our agreement was still in force.

Rollins: I’m afraid that our agreement ended on March 1, 2009. I’m sorry if you’re still confused

about this. Our deal ended and you showed no interest in renewing it.

Lander: I sense that there was an effort to ensure that I was out of the equation before serious talks

began.

Rollins: There was no such effort, I assure you.

Lander: You can “assure me” all you like. I’ll be more “assured” when you send me half of the fee, as

we agreed over a year ago.

Rollins: I’m sorry that you’re still confused about the matter.

Lander: I doubt that we can resolve this now. But I’m pretty sure half of the fee is mine.

Over the next week, an email exchange between the two did not resolve the matter. Lander instructed his

counsel to prepare a lawsuit against Rollins. By June 1, 2009, the suit was filed in Toronto. While both

had intended to keep the dispute between themselves, it was clear to their colleagues that this was a

contentious matter.

LANDER AND ROLLINS COLLABORATE

Two weeks later on June 15, 2009, an opportunity at Thamesford forced them to work together. Golden

had been informed by the proprietors of a Montreal-based logistics service provider that they were

interested in selling their company to fund their retirement. Golden had been interested in gaining a

foothold in the Quebec market and knew the owners of the Montreal firm quite well; he was eager to

pursue an acquisition as soon as possible. To facilitate the purchase, Golden was willing to seek a new

round of funding.

In separate conversations with Lander and Rollins, Golden realized that there was the potential for

disagreement over how the new funding should be handled. Lander preferred to raise funds through an

issue of equity, while Rollins wanted to seek debt financing from a bank.

Golden needed both Lander and Rollins to work together to prepare the documentation, conduct

negotiations and work with funding partners. If the purchase was to proceed, all three would have to spend

a significant amount of time working in the same room.

GOLDEN LEARNS OF THE DISPUTE

Lander had serious concerns about Golden’s request: he finally sat Golden down and described the events

that led to the conflict between Rollins and himself. Golden was surprised at the extent of the

disagreement. Nevertheless, he challenged Lander to “find a solution that makes everyone happy.”

Whether they liked it or not, Golden insisted that they were on the same team. Lander instructed his

secretary to work with Rollins’ secretary to set up a meeting to agree on “the rules of engagement.”

Arriving at Thamesford’s office, Lander entered the elevator and pressed the button for the 15th floor.

Anticipating a tense meeting with Rollins, he composed himself as best he could. He thought about how

he should approach the meeting, what he would say, what he would not say and what he wanted to achieve

by the end.