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This isn’t a Cisco thing - it’s M&A in general. The sellers need to maintain the appearance of growth before the sale, and the buyers want to rationalise costs. Once they have the IP, or have successfully eliminated the competition through acquisition, those in the old company are really just numbers in an hr system.

When I was at Malwarebytes (I left in 2014) I helped with two acquisitions. In both cases we took care of all of the people in the new company and rolled them into Malwarebytes.

M&A can be done without being ethically and morally bankrupt. It's totally possible. Cisco just doesn't think that's a priority.

It often has to do with the size of the company: the larger you are, the weaker your decisionmaking.

I work for a very large corp. As part of a round of layoffs earlier this year, they cut an entire foreign office, to the man. The decision was made from very high up: VPs were informed after it occurred. For some departments, the losses were small. For others, they were crippling: It was a very important group, doing things nobody else did, and which we couldn't cut.

The end result? The VP realized that the cuts had been extremely unwise, and now almost everyone that worked on that group has US visas, and is working from a new office in the US, with American salaries instead of their far, far lower ones. Not a costs savings, not an improvement in capability... just more expensive, and with projects that got delayed for months, as everyone was out for about 6 months.

For US layoffs, the decisions were not made quite that high, but still high enough that people in the know of salaries and performance were extremely confused about who got cut. Some great, cheap people were cut. Some expensive people that are poor performers by any standard remained. But nobody that managed ICs was involved with the decision making.

A large organization either makes very slow decisions, or acts basically blind. Sometimes they really fail, and do both!

The pain is real. Those layoffs forever changed the company. It killed the culture, ultimately the controlling stock holders were the decision makers. It is their company and they had a message to send.

The message was that they were in control. That they could cut off their nose to prove a point. This layoff event will be their downfall.

I'd summarize it as: at large scale, M&A cuts happen only at the department budget level.

No one is looking at individual people or teams.

Companies, regardless of what the Supreme Court says, are not people; they don't have ethics and morals. All that matters is the balance sheet, the stock price, and the executive bonus.

You can have people running the company change what the company does to be more ethical or moral, but it's like training an elephant to do tricks: an unnatural edge case. Their natural incentives are more like swarms of locusts or jellyfish; the more you feed them, the larger they grow, the bigger impact they have on their environment. No real thoughts, just an urge to consume and expand.

That's an amazing cop out. Companies are run by people, people make the decisions, and ethics/morality can have an impact on the bottom line. Using "it's a company, ethics aren't real" is just an excuse people who make decisions use to act unethically.

> That's an amazing cop out. Companies are run by people, people make the decisions, and ethics/morality can have an impact on the bottom line. Using "it's a company, ethics aren't real" is just an excuse people who make decisions use to act unethically.

FWIW, I didn't read parent post as making an excuse, just describing the reality.

In the corporate world, approximately nobody is rewarded for acting ethically, and as such it's a reasonable assumption that corporations will always trend towards unethical behavior (read: any behavior that pushes costs onto some other entity, while bringing profits to the company), because that can be a competitive advantage.

Acknowledging this is a first step in fixing the problem. We need to incentivize companies to do do the "right thing" - where the "right thing" is something other than simply maximizing profits - because we can't rely on "good people making moral choices" when they are incentivized not to do so.

But how? I can’t know if I’m buying xyz software if 3rd level manager Janet acted ethically, or not. There are many other people involved. Companies always claim to be ethical, in some way that might even be true.

That's the point/trick of the status quo. It's impossible as a "consumer" to make choices that can meaningfully impact anybody's behavior in a system like this.

The only way to achieve a change in behavior in corporations is to change the regulatory framework in which they operate.

In the narrow context of the OP, this doesn't even need to be very heavy handed (unlike say environmental devastation, which is a much bigger challenge). One option would be to pass legislation that makes it harder for megacorps like Cisco to eat smaller companies. Another would be to make layoffs relatively more expensive (require better severance, etc) or to limit them during the M&A phase that Splunk is currently in.

You're absolutely right; shame on whoever made the decisions! In this case, it was certainly within their power to make a better choice, and they should have done.

However, if you want tech jobs to have a higher and guaranteed severance, national legislation might be more effective.

After all, many acquisitions and layoffs are at companies that are in dire financial straits, which limits discretionary spending.

I'm certainly a fan of legislation to require severance. That said I'm also all about shaming bad actors so that other workers are aware of what they can expect when engaging them.

There is no reason to involve businesses in the equation. If your goal is to ensure people have cash in the event they are terminated from their job, then have the government give them cash in the event they are terminated from their job.

Why should the taxpayers bear this cost instead of the business who is choosing to terminate the person, especially in situations like those discussed where it has nothing to do with the performance of the individual?

The government can collect taxes from the businesses, and call it something like unemployment insurance premiums in the US.

There is no reason to over complicate things and require businesses to directly pay, figure out how much cash to always have to be able to pay, hire auditors to make sure they have enough cash, then take them to court when they don’t have enough cash to pay, yadda yadda.

Business sells product or service. Employee sells labor to business. Government takes care of the safety nets.

> an excuse people who make decisions use to act unethically.

at every level, the incentive is to maximize the profit margins. If acting ethically doesn't increase the profits, then any personal sacrifice on the part of the decision maker to act ethically is only going to get punished (may be not immediately, but certainly some time in the future).

> at every level, the incentive is to maximize the profit margins

This is wildly oversimplifying. For example, it theoretically rules out principle-agent problems.

While true, you can somewhat assume that the principle could have already incentivized the agent to align by assigning rewards for increasing profits (aka, bonuses, stock grants based on performance targets etc).

> you can somewhat assume that the principle could have already incentivized the agent to align by assigning rewards for increasing profits

No, you can’t. This is the problem of corporate management. Management will tend to act to maximise profit margins or even the stock price is a bad explanatory model.

>at every level, the incentive is to maximize the profit margins

Over what time frame?

If behaving ethically didn't cost anything, everyone would do it.

> Companies, regardless of what the Supreme Court says, are not people.

What the USSC said was that voluntary associations of people don’t forfeit the rights of the individuals in the association.

Ethics an morals have financial upside, for people and groups of people (companies). For instance, do to their past behavior, and its publicity, Cisco is likely to lose many more competent employees during an acquisition than had they behaved otherwise.

I would say that a lack of ethics has more financial upside

There are probably several local maxima on the distribution curve. At some point having dogmatic, extreme ethics probably hampers getting everything down, and the worst, most cartoonishly evil company also is leaving money on the table. In the less extreme, I think you probably have three schelling points. 1) High-Integrity companies that promote and use the culture of ethics to attract customers and employees. It probably is industry specific if this works. 2) You have "ethics agnostic", but legal" companies that just do focus on near-term profit maximizations and while they may have individuals trying to make ethical choices, the organizational structure won't reward that outside of the whatever profit it generates. Non ethical behavior that gets bad press or crosses idealogical lines, gets dropped fast if not profitable and arbitrarily depending on leadership otherwise. 3) Then you have companies covering up illegal/fraudulent issues, where the incentives are to double-down and reinforce the behavior.

Depends the environment you're working in - there are several cultures within the US where I think your statement is quite true... but in general people find that working for a company that doesn't care for them is a detriment and will demand higher compensation due to the obvious risk. That all said - you should always be defensive as an employee about how much risk you accept on yourself since the employer/employee relationship can be terminated suddenly and without any real recourse in most circumstances.

Depends on the circumstances. If you are trying to make a valuable product, good ethics will probably serve you better than bad ones in a majority of cases. If you aren't concerned with generating real value and are fine with running your company and reputation into the ground, then sure.

I’m considering joining a startup, I think they could be acquired before a year is up by someone, their typical 1 year cliff/4 yr total options wouldn’t be vested. The usual answer is the new company will surely want the engineers and offer them new stock or equity, if not too bad. As is common, half the comp is in options, and lower cash comp at this startup.

I’m considering whether I should ask for my options to immediately vest in the event of a buy out or liquidity event. It’s not that much money or options that the overall company will care. Should I ask for 1 year, or all 4 years, I’m uncertain if it could poison the well. Is this even something they would do?

Not challenging peoples capabilities doesn't scale well. Did you ever hire someone with 0 interviews, just because they work for another good company? Then why do that after M&A?

Its not unusual for the force cuts to be done via interviews at the new company

You're misreading my statement. My point is that they didn't do interviews. They just gave everyone absolutely crap offers, without actually interviewing or evaluating individuals. Hiring people with 0 interviews just because they worked for the purchased company is exactly what happened, and they did it in such a way that people were grossly under leveled.

> Then why do that after M&A?

Presumably if you trust the organisation enough to pay for the whole thing, you would have a measure of trust in their ability to hire?

Depends what you’re really paying for. If it’s about the IP, the market access, or a particular individual (seen this myself) then the rest of the org might be dead weight.

M&A of stagnant businesses, yes. Cisco, Oracle, and private equity are acquirers to worry about. They buy after growth has stalled and milk users that have high switching costs.

Acquirers of growing businesses generally want that growth to continue and can "optimize" by hiring less.

> The VP of Eng at Kenna promised me that to my face

The real lesson to learn here is twofold:

- People recruiting / hiring are incentivized to say whatever is needed to close the deal. With the exception of a bold faced lie (I don't think this was that).

- People at the company being acquired are more often than not going to lose most of their power. Including the C-suite. No one is safe and as an employee/victim you won't know the actual arrangements of the deal until the dust settles.

Three fold:

- People forget and circumstances change. Signed documents don't.

Exactly. Get all promises in writing (ala, a contract of sorts). The company certainly would when they get a promise out of you.

Yea, I think more often it is the second point more than the first one. You would be surprised how often makes leaders into liars. Honestly, I would bet that the VP probably had assurances from his leadership that what he was telling you was true.

Sorry to hear that happened, that sucks.

So the Kenna execs lied to you about the Cisco merger and what it means. OK.

FWIW, I've never be bought by Cisco, but my best friend has been at 3 startups bought by Cisco. He never enjoyed working for Cisco, but always said Cisco was very clear about their process, and it basically worked the same way each time, except when execs at his startup threw monkey wretches into things. YMMV.

They weren't clear about anything with me- I had to really push to even know information about what the new insurance would look like. It was a very stressful situation, and while I do blame the horrible leadership at Kenna for a lot of it I can definitely say that Cisco did not help matters at all.

For a contrary perspective, this wasn't my experience with being acquired by Cisco. I had my issues with the process, but I felt well-treated throughout and was never lied to.

Agreed. I was also part of the Kenna acquisition after being there for 2 years and am still there.

My equity got paid out quickly, I have since gotten raises and bonuses, and the only shittiness has been all the mega-corp nonsense (omg the trainings) and worse health insurance.

Cisco is not a nightmare acquirer, that would be Amazon. If AMZN had acquired us I'd have left immediately.

Interesting. I too was at Kenna, hired a few months before the acquisition was over. Don't remember hearing promises of interviewing. As far as I could tell, my role was leveled based on salary. Since I was an IC and promised shares would covert to cash, it all seemed OK to me. Perhaps I wasn't paying close enough attention?

Regardless, a dream offer landed before my shares vested, so I made the hard choice to leave empty handed. There did appear to be a lot of turnover before and after the acquisition. Though during M&A that's to be expected IME, so experiences may vary.

I didn't say they were going to interview people, just that I was told that each person would be reviewed separately and given custom offers based on their actual background. Then after being strung along for a month on that lie, I was told that they were going to level based on title instead without looking at the individuals background. As a result Cisco vastly under leveled me in their offer (I was able to get another job at the appropriate level pretty trivially, so it's not like I'm over judging my qualifications here).

I think everyone whose equity became worth actual US dollars disagrees that Cisco buying them is a "worst case scenario". You would not understand that perspective however, since the vesting cliff is longer than 3 weeks.

In any M&A situation, you want to start looking for a new job ASAP. They don't _always_ turn out bad, but they often do, and you want to be in a position where you have options.

Clearly you misunderstood them; they were going to send a venomous snake to your house and not even charge you for it.

Sorry that happened to you, I have been through a few acquisitions as both a survivor and a casualty. Being a casualty is certainly no fun. However, if you only have a month of time with your organization and it gets acquired, unless you are some hotshit super hire—you are probably getting RIF’ed, no matter who the acquiring company is and no matter what promises were made to you at any point. Even getting promises in writing doesn’t really help unless they are in your employment contract and most good employment contracts will give the hiring company a legal out for just about any reason within a probationary period (which is often around 90 days).

The two weeks of severance was actually pretty generous too for your time invested.

https://i.kym-cdn.com/photos/images/newsfeed/001/876/233/4c9...

Worst case scenario? That seems unlikely.

Worst case scenario would be employee stock options and RSU grants remaining or becoming worthless, like in the case of a private company that never gains enough traction to exit or exits at a low valuation.

Usually in a public acquisition, shares are purchased at a price premium.

E.g., many Twitter employees got to cash out at a stock price well above the value of the company.

Every employee should see their role as temporary. This isn’t the lifetime employment pension days anymore. I see many opportunities for employees to walk away as a positive.

Yes, I was part of the Kenna acquisition and got my equity paid out. That was nice.

I've also had a company get acquired by private equity. I got nothing for my shares and they shut the team (and the product) down within two years.

> Every employee should see their role as temporary. This isn’t the lifetime employment pension days anymore. I see many opportunities for employees to walk away as a positive.

Good advice in general, but not a hard rule. There are roles where you need to expend a lot of energy learning proprietary stuff (processes, languages, frameworks, business rules). If you're in one of these roles it can give you a ton of leverage, but tread carefully around egos (you could get fired out of spite if you flex too hard, and maybe that's fine, but generally it's lose / lose).

Every employee should see their role as temporary. This isn’t the lifetime employment pension days anymore. I see many opportunities for employees to walk away as a positive.

You're right, of course, with just a nit of misinformation here that always bugs me: there are still lots of places that have pensions, just not places the HN demographic considers worthy of working at. I have one from my time at IBM, one from my telco days, and my current employer (financial) has a pretty generous one.

Isn't this the usual case for an acquisition by a big company? People are just resource units to them, same as any other asset...

I was at Cisco bought company, what a disaster it became 5 years later. Politics after politics, made me wonder why they even bought it.