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Cross Link Software

Cross Link Software

Bethany Coates, Joel Peterson
2007|Case No.E250

Chris Frederick, CEO of Cross Link Software (CLS), a human resources technology company, had just finished a meeting with John Fine, one of Cross Link’s most influential board members. As was typical with most of their interactions, Frederick and Fine had strongly disagreed on an issue of strategic importance to the company. In this case, Computer Associates (CA) had recently proposed terms to acquire Cross Link - exciting news for an enterprise that had been failing miserably two years ago. Yet, while Frederick and Fine agreed that the company should be sold, they disagreed on how to manage the transaction.

The current dispute reminded Frederick of two other rocky periods that he and Fine had endured. One occurred two years ago, when Frederick first joined the company and tried to recoup a large outstanding loan from a former employee. The second instance happened three months later, when Frederick and his management team reorganized Cross Link’s capitalization table. Frederick was starting to lose patience. He and Fine had been at odds on a number of other critical junctures since he took the helm. In his opinion, Fine had become more of a distraction than a trusted partner who added value.

Unfortunately, Fine’s employer, Blue Lake Capital, a top-tier venture capital firm with $10 billion under management, was the largest shareholder in Cross Link. In addition, Fine had close relationships with Michael Smythe, Marty Jones and Don Fornes, three of the seven current board members. Fine’s opinion carried disproportionate weight and Frederick knew that he spent time politicking outside the boardroom. Given Fine’s level of influence, Frederick had to find a way to work constructively with him on the current transaction with Computer Associates. History suggested that this collaboration would not be easy.

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