M&A Q&A

by Jason Questor
Founding Partner and EVP Learning Systems

Post merger integration poses significant challenges for organizations, on both the business and people sides. Beyond the logistics, processes and financial harmonization, it is often culture-based issues that can form the most persistent and damaging barriers to success. Our work with clients has included current and ideal culture assessment during pre-merger due diligence and  post merger integration, arming the senior leadership team with critical information to ease the transition into “Newco” for everyone. We have partnered with the Schulich Executive Education Centre in the delivery of a 5 day post merger integration program that explores these and other key issues (click here for more information on that program).

Here are some of the issues that our clients and program participants have voiced to us during and after the engagements.

Question: What is your recommendation in terms of how quickly should one move from two companies to New Co once a decision has been made to merge?  I recall that we talked about moving at a fairly rapid pace.Are there pitfalls on either side of the fence?

Response:

Overall, the most important thing is for everyone to stop thinking about their old identity and adopt the new one right away. Every time I have been involved in a merger/acquisition, the action started on day 1 of the official announcement and was reinforced through everything everyone did from then on. Actually doing stuff gets you over the shock, disruption and feelings of dislocation. There will likely be legalities about the pace of adopting the Newco brand built into the agreement, especially with regards to internal announcements, communication with the outside world (such as press releases) and one-on-one consultation with existing clients / customers.

Once all that is taken care of, the post merger integration plan must expedite the operationalization of the senior leadership team (likely already worked out for the most part but there may be gaps due to new or newly vacated roles), harmonization of financial structures and corporate identity/branding – including “face” items such as the corporate website (which must be up the same day as the general announcement to the outside world).

It is critical that the people are brought onside with clear and comprehensive communication regarding Newco, including very specific messaging they are to use in communication with internals and externals, and where they can get their own questions answered.

The culture shock will always be an important item for executives to address – they must role model the new/desired culture immediately. From there key activity areas within the Newco (sales, marketing, product and service management, HR, etc) begin the work of harmonizing according to the strategic mandates and messages from the senior leadership team – those mandates are typically what and when type things – it is up to the tactical and operational leadership to come up with a how, including process, policy and products/services.

Question: One person designated as an Integration Manager. Is it better to have an internal person or just anyone who understands the business with the skill set to move the agenda forward?

Response:

The advantage of having an internal is the familiarity they will have with at least one of the participating organizations. The disadvantage is the same: they may be seen as partial. Depending on who you have available and any cultural issues inherited by Newco, the optics around the needed objectivity may be better served by a consultant – even then, however, the consultant may only be able to operate in the “broad strokes”, which must be tied to specific accountabilities for success metrics.

Ultimately, you are looking for the competency set, which must balance structure / process ability with a deep understanding / empathy for the human side of the equation, regardless of who embodies it. The post-merger integration team will likely be a shallow hierarchy, with the Integration Manager directly supported by executives from both sides of the family (subject matter expert input) and really good enterprise business analysis, communications and admin people.

One of the biggest pitfalls happens when this team does not have the necessary delegated authority to move the agenda forward. If they are, as a team, just advisors on everything, nothing they propose will have the necessary teeth to move ahead with a minimum of bureaucratic hemming and hawing.  Executives must scope the authority carefully so that the team knows what they can action themselves with an FYI to senior management, and what they are in a position to merely advise on and wait for approval. Post-merger integration issues must be seen and handled as Priority One items where executive approval is needed. Fear-based inaction on the part of executives can create huge problems quickly.

Question:  Using the OCI – the purpose is to maximize the strengths, reduce the liabilities and have an awareness as you move through the process of integration about what to expect from various parties. Correct?

Note: The Organizational Culture Inventory® from Human Synergistics is one of our primary tools for assessing and measuring current and ideal organizational culture. Cultures are measured against twelve aspects of behavioural norms and values held by organizational members.

Response:

All of that is true, and the OCI® provides much more. When used to assess the current culture of the contributing organizations, it can highlight opportunities for synergy and pinpoint culture-based issues that may serve as barriers for success going forward. If both contributing cultures are high regarding aggressive/defensive behaviours (opposition, power, internal competitiveness, perfectionism) and/or passive/defensive behaviours (approval focused, conventional thinking, dependent, avoidance), these will be exacerbated within the new organization.  If one culture is highly constructive (focused on achievement, innovation, professional development and teamwork) but the other is not, there may be “culture war” that must be carefully planned for and addressed proactively – for example, if the negative culture lives in a dominant M&A partner, the talent that made the junior partner attractive in the first place may be lost in very short order as key talent flees and the constructive culture evaporates.

An OCI®-based Current Culture Assessment is an opportunity for  a “courageous conversation” where senior leaders can assess the impact they have had in creating existing cultures and diagnostics / action planning for improvement – we can all do better. It creates a sharing space where the new team can express their challenges and ideas, which can be very bonding.

Most often, we have senior executives do an OCI® Ideal to codify the cultural vision that is needed to enable strategy. Then, getting input on the Current Culture through an OCI® delivered to all or selected management and staffing levels is often a big eye opener for the executives, showing the reality of the culture that they may not currently be aware of.

Doing all of this before the M&A as part of due diligence is, of course, the best case scenario, but not always available or feasible. As part of post-merger integration, as-is and to-be culture assessments are invaluable in positioning the go-forward culture as a fresh-start or keep-up-the-good-work enabler for strategy execution, during the honeymoon period and thereafter.

ACHIEVEBLUE offers a full range of assessments and services that help business leaders create and sustain an organizational culture that aligns with and enables strategy execution. Click here for more information.