I’m going to interrupt the discussion on our putative merger/acquisition scenario to pause for a moment and reflect on the magic and mystery that is Labor Day. That’s because within minutes I will have completed my last real work of the summer and will “step away” to be “traveling” until Tuesday morning. I have already stopped thinking seriously for the week, even about Canada.

Labor Day! A holiday in celebration of the American worker, and of the organized labor movement that transformed the way we do business. Shorter hours. Better working conditions. Minimum wages. All these things were mere pipe dreams before unions arrived to give powerless workers a voice at the table. When I was a young man, I was making $87.50 a week. They could pay me that because I was doing something I loved. Then I joined a union. Suddenly, I was making an amazing amount of money — $175 a week! And when I got sick a few years later, the union paid my medical bills. All of them. I won’t bore you with the details, but if they hadn’t done that I would still be paying that bill off.

In the earlier part of the century just past, my grandmother worked for a place called the Triangle Shirtwaist Factory. She was a seamstress. They had no unions, of course. One day she asked to go to the bathroom and her supervisor told her to shut up and keep working, so she quit. A few weeks later, there was a fire and a whole bunch of the girls she had worked with died. It’s a famous story. You can look it up. After that, she was what they called a Union Maid all the way. You can sort of see why.

Organized Labor has always had its detractors. On the left, the Communist Party hated Unions, and railed against them. I believe it was because Unions were seen as a way workers could exist within the Capitalist system, and a barrier to true revolution. In the ranks of Capitalist management, opinion was and remains much the same. Andrew Carnegie and Henry Frick shot down striking workers in Homestead, Pennsylvania, back in the day, and now both have very nice museums in their names. You can’t do that anymore, not that anybody would want to. Much. There’s still no love lost between management and the organizations that represent the labor force, though.

This is ironic, in a way, because nobody is more assiduous in celebrating this holiday than the senior ranks of the great corporate institutions. The bigger the senior officer, in fact, the more likely they are to take the holiday very seriously indeed, even going so far to extend it a couple of days on both ends.

Perhaps we should all do the same. Have a good one, working people.

Yesterday we laid the groundwork for a major, strategic acquisition of a very attractive, synergistic and complementary property that is geographically contiguous, has plenty of upside and, for the most part, speaks the same language.

In that regard it is worth noting that up-front costs could be largely offset by an almost immediate divestiture of what is basically an independent, free-standing entity within the acquired corporation: Quebec. While not trading at a very high multiple, its sale or spin-off could generate significant equity and rid the new corporate entity of lingering legacy and cultural issues. There are many potential suitors for what is clearly a very attractive property, the most obvious being France, which is still smarting from its loss in the French and Indian Wars and has a high-profile CEO in search of global profile. Other tactical post-merger actions to rationalize high upfront costs abound, but will be discussed at a later date.

I would like also to offer at this juncture, before proceeding further, my thanks to those of you who weighed in so far with your thoughts and alternative suggestions. Some were patently facetious, while others drifted into issues pertaining to execution that must await subsequent installments of this strategic plan.

As always in the pursuit of any focused acquisition discussion, alternate scenarios do suggest themselves. Most notable has been the notion of setting our sights not on our neighbor to the north, but our amigo to the south. In that regard, I hasten to state that, in my opinion, the acquisition of Canada does not preclude the development of plans pertaining to equally intriguing possibilities involving Mexico, the former proprietor of vast segments of our current asset base, including Texas, California and most of the Southwest. In my view, however, one must put the cart before the caballo. Large global corporations get themselves into trouble when they overextend their holdings, as any study of Rome, Britain and Time-Warner (TWX) will tell you. This is not to say that a hemisphere-wide master strategy might not lie somewhere down the road. Right now, however, let us keep our eye on that which can be achieved in the near and intermediate term.

We have already looked at some of the global issues facing the current incarnation the corporation, which is now more than 230 years old and still functioning rather well for a mature organization. Day-to-day leadership of the entity has floundered recently, but as we all know it is difficult to sustain the quality of management over time, and on the bright side we can state with some assurance that the underlying power structure is still rather robust, and the class that operates it firmly entrenched in power regardless of who is sitting in the corner office.

Still, recalcitrant issues exist that would almost instantaneously be addressed by the proposed transaction. On a somewhat more granular level, then, let’s look at just a few:

• Need to expand customer base/sales territories: The U.S. frontier is a thing of the past. Even the depths of Wyoming, Idaho and Montana are crawling with identical strip malls and high-end boutiques. Look at a map. There’s a lot of Canada up there, most of it in desperate need of consolidation and branding. It is, quite literally, as big as all outdoors; similarly, there are many, many small to midsized urban centers in need of large glass boxes and roads leading to them. The existing corporation has the capital and the know-how to get the job done. All we need is the land and the customer base to justify the expansion, which in our view would be almost instantaneously accretive;
• Limited natural resources: Once again, the acquisition offers an immediately solution to this problem. Oil is, quite literally, seeping out of the ground up there, and there is a wealth of other minerals, lumber and, of course, wind;
• Stagnation of culture: Perhaps most disturbing about current trends within the existing corporation is a “been-there, done-that” mentality and a certain calcification of the spirit of adventure, unlimited opportunity and entrepeneurial drive that made us great not only in our own estimation but in the mind of the world as well. This corporation is viewed now — internally and externally — as increasingly insular, hostile to new recruits to the enterprise, and set in its ways. Canada is, in this sense, far more congenial to some of the core cultural issues that once defined us. They have cowboys, for instance; real ones that actually have something to do more with cows that with guitars and funny hats. There are innumerable other existing synergies that speak to the ease with which integration of the acquired party could be effected, including consistencies in language, cuisine and even pop music, where Canadian artists routinely pass themselves off as American without fear of reprisal.

There are other operating gaps in the corporate fabric that this acquistion would address. Lest the benefits be perceived as purely opportunistic or lopsided, however, it must be recognized that the acquiree would benefit from the deal as well. For its part, the acquisition target needs capital, infrastructure and some sense of what to do with the enormous acreage at its disposal with which, frankly, it’s done very little for the several hundred years of its existence. This lag could quite naturally be laid at the feet of its original stewards — the French and British — but the entity has been essentially on its own as a free-standing corporation for quite some time and there’s really no excuse for all that wasted space.

With so many compelling arguments in favor of the potential acquisition, we must at the same time allow that there are also powerful contradictory trends and considerations that must be addressed as well. Before we arrive at a discussion of conceptual execution strategies, then, it is incumbant upon us to do so. 

Next: Roadblocks and other barriers to entry.

Labor Day is right around the corner, bringing with it the end of seersucker, the smell of autumn, and the start of the new mental year. I’m sure that many of you are involved right now in strategic planning exercises that scope out the shape of the third and fourth quarters and, more importantly, take a look going forward at what the remainder of the decade might bring.  

In so doing, it is altogether proper, of course, to consider whether one’s corporation is working with the proper mix of assets. Divestitures of non-core holdings are considered, as are strategic acquisitions both friendly and unfriendly. In that latter regard, it is quite clear that friendly transactions are best, yielding true economies of scale, collegial consideration of key integration issues and so forth. Still, unfriendly actions against target companies are sometimes necessary, and those are on the table as well, as we take a look at the challenges and opportunities that lie ahead.

These questions are appropriate not only to business organizations, but also to those meta-corporate structures known as nations, although we might all be better off, globally as well as locally, if the leaders of our national governments were as rigorous and methodical as those in our arena. Too often, governments rampage about willy-nilly doing whatever feels best when party politics, anger, greed or emotions of one kind or another take control of the ruling cadre.  Our governments could, in short, be more businesslike.

This is particularly germane at this moment, as each party nominates the individual it believes would be best-suited to represent the interests of the American people. Is this not an excellent time to take stock of our portfolio of assets and look for ways to divest, invest and grow the base business of our national corporate state? I believe it is. The scent of change is in the air, and in that environment in which fresh ideas are not only welcome but necessary I have a suggestion for a very, very big deal that could solve a lot of our strategic issues and point us in a good direction for many years to come.

I’ll lay out the rationale in the next few days, as well as some suggestions for how it might be accomplished under a number of possible scenarios. In so doing, I will simply be bringing some of the methodologies I have learned over my years in business to some of the issues that face our nation.

The concept is this: When viewed as a business entity, the United States faces many of the same problems endemic to mature organizations. Growth has slowed. Upside is difficult to ascertain given the current asset base. Operating resources are suddenly quite limited. Wages are higher than many competitors. At the same time, opportunities for young people are narrowing. We are increasingly less competitive with start-ups that promise adventure, better benefits, more leisure time, and a stronger currency more likely to grow over time, like Europe, Asia and Dubai. At the same time, make no mistake, our corporate state is strong. With an influx of new blood, new resources, new territory, the powerful established base could be sustained and produce a radical new growth curve.

In short, a major acquisition is called for. Recognizing this, the prior Administration has attempted tuck-in acquisitions that have failed to produce value. Current activities have been non-strategic, far-afield, alienated from our core operations and difficult to manage, to say the least. It is clear to many that these abortive efforts – be they joint ventures or ill-advised mergers of one sort or another – have failed, and must be abandoned. The problems inherent in a static strategy, however, remain. And yet the answer is staring us in the face, I think.

When the United States faced a similar dilemma in the 19th Century, it expanded corporate operations until they reached from one end of the continent to the other. It was, of course, a rough-and-tumble time, not as sophisticated and evolved as ours. The process was ugly, even if it was given a clever brand to hide behind. After all, one man’s Manifest Destiny is another man’s genocide, imperialism and theft of territory. Today, with our contemporary understanding of mergers and acquisitions, product and brand integration and organizational theory, there is no reason why the process could not be done quickly, efficiently and in a highly civilized manner, producing value for all concerned.

This is why I believe the time is right for the United States to acquire Canada.

TOMORROW: Why the deal makes sense for both companies.

A few years ago, I noticed that people, particularly very important people, had stopped going to the bathroom. Instead, they had “stepped away.” This concept of “stepping away” grew in a very short time to include bagging the second half of the day entirely. As in, “Mr. Woosley seems to have stepped away for a little bit,” when in fact Woosley is on the jitney headed to a time-share in Bordeaux Beach.

A euphemism is defined by my friend Wikipedia as ”a substitution of an agreeable or less offensive expression in place of one that may offend or suggest something unpleasant to the listener.” We do that all the time in our increasingly less profitable world. Perhaps it has something to do with things being tough. When times are good, we may not need the choice alternative expression for things quite so much. We can just let people go, because that’s a relatively rare occurance, rather than “downsizing,” “right-sizing,” “rationalizing the cost base,” or even “decruiting” them with moderately extreme prejudice.

Wiki also notes that some euphemisms are intended to be funny. In that vein, today’s euphemism comes to us from the end of our very short, very unlazy summer. God, how I envy school-children and their teachers! But that’s another matter. We select this euphemism because of its currency and the fact that I only recently noticed it in widespread usage. Here’s what kicked me off: Last Monday I called my associate, Farquhar. “He’s traveling this week,” said his assistant, Maggie.

“Traveling? Where?” I inquired. To where? Katmandu? I believe at this point even they get a BlackBerry signal.

Maggie seemed uncomfortable. “He’s… traveling… to different places, you know, but he’s reachable in an emergency. Is this an emergency?”

What’s an emergency in business? I mean, there are some, but is the need to iron out a situation an emergency? It could be, if it’s not ironed out, but it’s not yet, right? It depends. If he’s sitting at a phone in LA working his email, then I don’t mind rousting him, but if he’s meeting with the Dalai Lama to hammer out an endorsement deal…

“… because he’s, y’know… traveling,” she concluded in a slightly pained tone. Clearly, this was the entire burden of the message she was authorized to communicate.

“… is he… on vacation?” I inquired. I was beginning to get it. We are now at the point where people have to apologize for having a life.

“You could take it that way,” said Maggie. So I left Farquhar alone. A man needs his time off.

So that’s our euphemism of the day. “Vacation” has been replaced with “traveling.” Because, I supposed, traveling is a legitimate business occupation, while vacating is not.

Got any others? I’m open to your incoming interface.

This week there’s a small change in the infrastructure that I wanted to tell you about.

Since the start of this site back in the halcyon days of 07, there have been two parallel blogs that were linked into it. Those who went to the Crazy Bosses site and the Bulls**t Jobs site at the top of the page got a chance to do a lot of stuff – take quizzes, look at galleries of crazy people who have run big enterprises, bask in examples of jobs even more weird, bent and twisted than their own, that sort of thing.

Those links will continue. They live on. I exhort you to try them, if you haven’t already. You will think you died and went to heaven. Sure, they’ve been there for a little while, but as an old ad campaign for a television network once said about their reruns, If you’ve never seen it, it’s new to you.

The meat of those blogs, however, were not the incredibly entertaining and instructive things I whipped up for your amusement and professional delectation. Of even greater interest was the input that came in from you, dear reader.

On the Crazy Boss blog, there was a satisfying and ever-growing assemblage of horrendous senior officers offered by those who suffered under them.

On the Bulls**t Jobs blog, you lobbed in a very interesting group of them, some of which I had, quite honestly, never heard of before.

In virtually all cases, some more than others, reader contributions elicited reader comments, and those were there too.

As of today, both of these entries are now incorporated into this main site. Click on the links to your right – where Reader Crazy Bosses and Reader Bulls**t Jobs are Boldfaced and in Bigger Type–and you will find nicely aggregated the entire corpus. Hope you delecti.

And if you have an interesting stories, by the way, to add to the trove, please don’t hesitate to contact me at bingblog@gmail.com. I’m there, 24/7, Googling myself. Oh, and don’t forget those asterisks when you’re search out those bulls**t jobs. We don’t want to be a bad moral influence on you or anything.

As a bureaucrat, I am constantly looking for other people to do my work. I say this only half facetiously. Once you get into an office with a name on the door, when you have a door, a huge part of the job is to scope out, interview, hire and train a cadre of good people who will allow you as a manager to make the only two things that count: decisions and money.

So it was with great anticipation that I looked forward to meeting this guy I’ll call Gutman. He had been touted to me as the answer to a problem that I have to solve in the next couple of months. About three weeks ago, the phone rang.

“Good news,” said Niela, the woman in HR who sets up such things. “Gutman is coming in on the 22nd. He’s working his schedule around to make sure he can get here. Lives in Atlanta, you know. But excited about coming up here to talk with you.”

Good, I thought. Guy’s got a nice resume. Seems very qualified. A grown up, too, which is not all-too common these days. You’d be amazed how many guys pop out of business school covered with afterbirth and expect a seven figure deal and a corner office. This fellow has some chops, I thought. Could be the answer. A week later, the phone rang.

“A little wrinkle,” said Niela. “Gutman wants us to pay for his airfare up here. And to put him up for a night, since he won’t be able to make the round trip in one day.”

“That’s reasonable,” I said. But a little tickle announced itself in the back of my stomach. I hate that tickle. It means a part of my perception mechanism that I can’t quite control has slipped into gear. I began to very slightly dread meeting this Gutman. But I said to myself, wait a minute, isn’t that assertiveness that exact kind of thing you’re looking for in a manager? That ability to articulate his needs and get the job done to his benefit? Isn’t that precisely the quality, as obnoxious as it may sometimes be, that differentiates a leader from those who are led?

A week ago or thereabouts, the phone rang again.

“What is it, Niela,” I said.

“Gutman says that since his interview is on a Friday, and he has other appointments in New York, it will be difficult for him to get back to Atlanta before Sunday night. So he’d like us to handle his hotel for the weekend, plus the airfare, you know…” She paused.

“And?” I said. This was beginning to be interesting.

“And he wants us to pay for his wife to accompany him on the trip.”

This was fairly astounding. Was it possible that I had stumbled on a potential CEO? Who wants such people around, even in prototype?

“Cancel Gutman,” I said to Niela. And that’s what we did. This Friday, my calendar looks blessedly clear, except for a couple of benign meetings with my gang.

I still have my little problem that needs to solved, of course. I just haven’t acquired any new ones.

Hi. We’re back.

Actually, I was back a few days ago. Bob and the gang had a staff meeting on the west coast last Thursday, and I perceived it was inadvisable for me to remain incommuncato.

It’s hard to come back. Your attention wanders at first. But one comment made by somebody at some point in the day caught my ear, wormed its way in, and provides, I think, a nice bass note to attend my return.

We were talking about the Market and how crazy things are starting to look just about every day. It’s like one of those friends you had in college, the kind you grew out of. Big mood swings. Very dramatic. One day way high, the sky’s the limit, anything is possible. The next, down in the dumps, too bad, so sad, me feel like me wanna die. After a while you get bored with such people. They take too much energy to keep around. They fall in love with something or somebody every couple of months, then lose interest in them just as fast. They come to stay and eat all your food, then complain about the quality of your cooking. You try over the years to shake them off, distance yourself from them. But they just won’t really go away. And over the years, as you all get older, they get nuttier and nuttier and nuttier until there’s really no explaining to your kids how you ever were friends with Uncle Morty in the first place, but there he is at the table every Thanksgiving, or calling you at 3:00 in the morning because he got himself into some kind of trouble again. Wall Street is like that.

So Farraday is sitting at one end of the big conference table and we’re all bitchin’ about the state of things, and he says, “It’s crazy. Bed Bath & Beyond’s market cap is bigger than GM’s.” This seems incredible to me, so I just file it away and then find I’m spending the weekend thinking about it. This morning I checked it, and it’s true. Bed Bath & Beyond’s market cap is a little under $8 billion. GM’s is a little over $6 billion.

This is not to say that there’s anything wrong at all with BB&B. I like it very much. Well, actually, I like the Bed and Bath part. It’s often the Beyond part that weirds me out a little. There are only so many salad spinners and scented candles you can buy. But it’s a good store. Nothing wrong with it at all… I’ll probably be there this coming weekend, looking for a new duvet cover.

But how could the Market value a great, crucial behemoth like General Motors less than a place that sells sheets, towels and George Foreman grills?

Okay, all you dedicated rationalists. It’s time for you to dive in and tell me how this all makes perfect sense, which I’m sure it does. And that, in the end, may be the most frightening thing of all.

Okay, I’m on Day One of about ten days off I’m going to try to take. I had the temerity to go out in the morning, have breakfast, do a little shopping. Got back. Thirty-eight message on my BlackBerry. That’s WITH the away-message on my e-mail. That’s okay. That’s what BBs are for. Don’t have to go to the office. Don’t have to get involved. Read the BB once a day. Keep the Gorgs away, know what I mean? Sure you do. 

About 30 messages into the drill, here it comes. “Bob wants you to reschedule the meeting scheduled for the 22nd,” it says. It’s from Bob’s assistant. You don’t need to know who Bob is. He’s a guy. We had a meeting that involved about sixteen people scheduled for the 22nd, when I’m well back, with time to spare to help make the meeting work out okay. “Bob wants to see if you can reschedule the meeting for the 14th,” the message goes on. Except, you know, I’m not really back until the 18th, which means that I have to either cut my vacation short or get involved in a lot of hooey while I’m supposed to be vacating. 

Bob knows very well that I am Out. And also that, in moving the meeting that required quite a bit of organizational effort, he is pulling me back In. Bob doesn’t care, though. He has very good reasons to move the meeting. And so he’s seeing if he can move it. It’s not personal. It’s business. 

But Bing’s Law is simple: Every minute of interruption on vacation requires an hour for the re-establishment of peace of mind. I am already mentally back in the game. It will already take me 1.2 hours to regain the Zone. And that’s before any adjudication. 

I call Oliver, who works for me, and tell him to take care of it. I will not cut my vacation short. Oliver is well-practiced and sage enough to handle whatever it turns out to be. I am now basically okay again, although after the delegation interaction it took me three hours and a nap to get over this incident and reclaim my position in vacationland.  

For the next week or two, I will check in with you guys now and then, mostly – unless something of interest to me intervenes – post on the question of how many friggin times my mind is going to be invaded during what is supposed to be my time off. 

Until then, have a good one, ladies and gentlemen. I’m gone. Until I’m not, of course.