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This column is brought to you by arrangement with The New York Times Syndicate. You can e-mail the authors at winning@nytimes.com, include your name, occupation, city and country.

Like most start-ups, we launched ourselves with a big mission that was going to change the game. Now, several years out, it appears our mission isn't going to deliver to the extent we hoped. How do we come up with another?
–Gerald McLaughlin, Shanghai, China

What an honest question. And an admirable one, too. First, because so few leaders have the candour to admit, "Our approach to the market seems to be tanking. We need to change direction," and second, because very few leaders actually get the point of forging a company mission with any real grit and meaning.

Even fewer work with their people to come up with the short list of values that will make their mission come alive. We just don't get it. Sure, as your case seems to suggest, having a mission doesn't guarantee winning, but in our experience, not having one invariably spurs the opposite. Sounds obvious? We would have thought so too, except that for each of the past three years, we've conducted a two-day seminar with about 100 CEOs. The first year, we thought we would breeze through the session on mission and values in about a half hour, before moving onto matters sure to more pertinent to top executives, like mergers and acquisitions.

To our shock, more than 60 per cent of the CEOs in the room did not have a company mission, and 80 per cent had no explicit set of company values describing how employees should behave in order to achieve the mission. The second and third years were basically no different, except that we were prepared for several hours of discussion on these two messy topics. Messy because the terms mission and values, hijacked by business school professors and consultants over the past few decades, have largely devolved into fatheaded jargon. Practically no one can figure out what they really mean. And so, like the CEOs we've worked with, they sort of ignore them, or gussy up a vague package deal along the lines of, "Our mission is to be the best fill-in-the-blank company in our industry," and, "Our values are excellence, integrity, and customer service."

In other words, 'Business as usual'. To answer to your question, then, here's how we would suggest you create a new mission for your company, and, as important, a new set of values. Basically, the process starts with you, the leader. The mission is your responsibility since you will be held accountable for it in the end. Yes, listen to everyone who has something smart to say about your market and product. Listen especially to contrarians and customers. Gather and grock data galore. But then, make a choice about how your company will win in its business. Don't mince words.

Remember Nike's old mission 'Crush Reebok'? That's directionally correct. By the same token, Google's mission statement is not something mamby-pamby like, "To be the world's best search engine." It is: "To organise the world's information and make it universally accessible and useful." That's excellent – simultaneously inspirational and achievable, and best of all, completely graspable. With your mission set, more people within the company must get involved in establishing values. After all, you are trying to describe the best behaviours of your best employees on their best days, and in such a graphic language that the behaviours are easy to emulate, measure and reward. For example, consider some of the best values we've heard: Never lose a superstar. Communicate bad news quickly to each other and clients. Take personal ownership of results, not process.

Unlike the usual platitudes and drivel, those mean something. They compel action. And that's what you want, both with your mission and your values – especially now as you change course. Good luck setting sail again.

How do you break through the bureaucracy that damages so many organisations?
–James Moss-Solomon, Bridgetown, Barbados

Damages? How about deadens? That's a better way to describe what bureaucracy does; it sucks the life out of places. It turns perfectly normal people, given a smidgen of authority, into rule-bound technocrats and transforms what should be candid conversations about real issues into jargon-laden gobbledygook. In short, bureaucracy gums everything up and slows everything down. It's a competitiveness killer.

And yet, for all its destructive power, and for all the people who claim to abhor it, bureaucracy almost never gets the kind of fight-back it deserves. Most people simply suffer through it. We both just finished My Grandfather's Son, the engrossing memoir by Supreme Court Justice Clarence Thomas. In one chapter, Thomas describes the Kafka-like experience of trying to insert innovation into the US Equal Employment Opportunity Commission (EEOC), where he was chairman during the Reagan years. Sure, the EEOC is a government agency. But without doubt, Thomas' story will also sound painfully familiar to the legions of businesspeople who have run headlong into the stultifying effects of corporate officialdom. So why do people put up with it?

Probably because bureaucracy just seems like too big a monster for any one individual to slay. And we'd agree, unless that individual happens to be the leader. After all, leaders set the tone for their organisations through the values they choose and the behaviours they demonstrate. And ultimately, leaders, and leaders alone, have the power to put the bureaucracy eradication process in motion.

Not to make that sound easy. In fact, declaring a war on bureaucracy is not unlike declaring a war on, say, cancer or drugs. From the outset, you know total victory is impossible, and the battle itself will be never-ending. To compound matters, an anti-bureaucracy campaign can really shock a company. Sure, bureaucracy is almost everyone's sworn enemy, but it's still the enemy within. The minute leaders announce they're on its trail and taking no prisoners, people can get defensive. They can really quake. Let them. It's the only way they will believe you're fighting in earnest.

And then go for it. At every opportunity, poke fun at anyone who appears to install process for process's sake; rib people who get all puffy about their positions or titles. Make a scene every time someone says something hollow or phony just to avoid a contentious issue. We're not saying be cruel. We're saying be relentless and outrageous. Just make it so unpleasant for people to act rigid or formal that they physically recoil every time they even think of uttering, "That's the way it's always been done." And while you're at it, make people afraid – very afraid – of scheduling any kind of formal presentation, especially if it involves slides in a darkened room. That all-too-common practice is a total bureaucracy enabler. It makes idea-transfer so one-way and ceremonial.

What you want instead is an organisation where ideas flow freely up, down and sideways, in the halls and elevators, and where their value has nothing to do with the stripes on the shoulder of the person talking, and everything to do with the insight and creativity of the brain inside their head. So, if you're a leader, while you're out there making fun of bureaucrats for their more obvious transgressions, make sure you're also building an organisation where people who demonstrate an impassioned and limitless approach to ideas are amply rewarded and celebrated as role models. Love the people who hate presentations.

Finally, leaders can fight bureaucracy by letting their people fail. Not often, of course. But a company that routinely hands its high-potential managers risky assignments and says, "Swing for the fences," inevitably breeds a culture of excitement and engagement and sends the organisation a bold message. This company is not a machine, and you are not a cog. Which brings us back, actually, to Clarence Thomas' story. His entire life, there were people who tried to stop him from challenging the status quo. Because of his race, he could not go to certain schools or work at certain law firms. He could not even hold certain beliefs. In time, Thomas came to consider these dictums offensive. His success is a testament to his refusal to surrender to them. If you're a business leader, you can't surrender to the status quo either. True, you will never be able to eliminate every vestige of deadening bureaucracy from your organisation. But try like crazy anyway. The upside is huge. All it takes is courage.

Why are so many private equity deals blowing up?
–Alan Engle, Great Neck, NY

The short answer is that the world has changed (read: the US sub-prime mortgage mess has erupted). A lot of companies that were once hell-bent on acquiring hot new properties suddenly want out of deals that are starting to look too cold for comfort.
It's sort of like those hours after the Titanic ran afoul of the iceberg. The realists in the crowd didn't exactly stroll to the lifeboats. They bolted. That's what you're seeing now – and not just from private equity firms. Many companies, emboldened by the strong economy and its abundance of low-cost credit, have spent the last few years buying up every acquisition target with a pulse. Along the way, dealmakers didn't exactly ignore risk; they just thought they'd be able to handle any form of mishegoss, or craziness, later.

Well, it's later now, and dealmakers are starting to bail. It's amazing that some can. Or at least, they can try – thanks to MAC, the Material Adverse Change clause embedded in virtually every merger-and-acquisition contract. Indeed, in our view, what's happening with MAC right now provides an important, if wince-inducing, management lesson about when a CEO should delegate the details concerning significant risk – which is basically never. Wince-inducing because it's astonishingly easy to do otherwise. Imagine yourself at the centre of a deal being forged. Your team started out the process by making the target company's team a generous offer of, say, US$23 a share. "Ridiculous!" was their retort. "We're not going to our board with anything less than US$27."

Then, for the next slew of days, if not weeks, you wrangle, begrudging each other US$.50 at a time. Finally, after negotiating every last provision of the financials, the end comes into sight with a price of US$25.50, right in the middle with a little sweetener thrown in for the target.

And, no surprise, it is 8pm on a Friday night. So you and the other CEO shake hands, in equal parts exhausted and exultant, and turn to the lawyers. "Paper this up," you both say, "and have it ready before the market opens on Monday." At which point, the lawyers go into hyper-drive.

One of their jobs is to come up with a list of all the things that could go wrong between the announcement of the deal and its close, like a major strike against the target company or one of its big customers going belly up. Such an accounting of every possible adverse change is the more straightforward part of the contract process, and usually gets done without too much sound and fury.

The hard part – the part that usually gets short shrift – is the clause in the contract that defines exactly what would make any adverse change material, that is, significant enough to merit killing the deal. Materiality is hard to nail down for several reasons, but the main one is simply that the laws governing it are not particularly crisp. That makes it very difficult under any circumstances, let alone high-pressure ones, to put a fine point on the meaning of the term. Is it a 20 per cent hit to earnings? Or a 15 per cent decrease in revenues? Who knows? And so, the lawyers usually end up leaving the language vague enough for both sides to say, "Well, OK. Good enough."

Fast forward, then, to an adverse change, like the sub-prime crisis we're in right now and you understand why so many companies are engaged in legal slugfests over what their MAC clauses technically allow. Sallie Mae, the largest student loan provider in the US, and the private equity firm J C Flowers could be in court for years, for instance, as could Cerberus, the international private investment firm, and United Rentals, the world's largest equipment rental company. What a waste of time, energy and money for everyone involved. In time, of course, credit will loosen and the economy will recover, and when that happens, the details of any given MAC clause will matter a lot less. But even then, there will always be contracts with room for manoeuvering and mischief around their terms, if only because there will always be dealmakers who would rather hedge their bets than face the reality that sometimes, MAC happens.

If the current sub-prime mess teaches us anything, however, it is that principals should stay with their deals through the bitter end, sorting out of every last detail surrounding risk. It's grunt work, we realise, gritty, boring and plain not fun.
But when the stakes are high, you have no choice. Don't delegate the pain away.