Apr 2014 Chairman's Message: Leveraging the "Sell-Side" Talent

One of the questions raised at last week’s Art of M&A Integration workshop had to do with “the challenge of finding adequate resources to staff the integration effort”  Actually, this is probably the most often asked question.  In dealing with this challenge, we need to remember……The requirements for successful merger integration are often counterintuitive to most business practices and tenets. And so it is when most companies discard the talent they just purchased and lay the added responsibility for integration on the backs of the personnel who are also responsible for running the business.

The fact is that the best way to maintain business stability while integrating the companies is by leveraging the resources of both companies even if it means additional short or long-term retention of some of the duplicative talent.  In this way you gain the benefit of tacit knowledge, networks, culture, and operational wisdom from both sides of the deal that you can’t get at if you refuse to utilize this incremental value.  But, you ask, “doesn’t it seem logical that the people who are going to be responsible for future results should be responsible for making the merger work and integrating the companies?”  Not necessarily! 

Responsibility Overload will always defeat value creation when merging companies.  To ask corporate leaders to continue to manage the organization they have been responsible for and then double its size overnight with an unfamiliar organization, and then add to that the responsibility of blending the organizations while removing redundancies (no relationships or track record), cannot be successfully accomplished.  Lastly, asking them to use and manage a team of consultants adds even more to their load.  At the end of the day you may have two companies under one name with fewer customers and less talent, yet the operating costs remain the same. 

The counterintuitive opportunity here is the realization that you have two fully staffed companies with many redundancies.  Why do most companies place all the responsibility on one team and simply let the other team go?  Integration must be an Event with a beginning and end...and little time in between.  There is much to accomplish and it is imperative that you maintain stability in all operations while blending in a new organization.

Critical Success Factor –
There are two distinct initiatives and therefore think in terms of two distinct groups.

  1. Decide at deal announcement who will be responsible for the merged, ongoing business, and direct them to focus solely on operational and revenue stability during the integration.
  2. Then, identify the best and the brightest of executives who may not be retained after the merger (typically from the acquired organization) and give them the assignment to manage the integration.

Seems counterintuitive, and well, it is.  However, given the proper oversight by top management as well as proper financial incentives for these soon-to-be-outplaced executives, you can create a highly effective, positive team that WANTS to get the integration done quickly and realize synergies.  With proper incentives and post-integration severance packages everyone wins (shareholders, customers, employees, and management).  It’s counterintuitive and difficult, but highly effective.

Thanks to our workshop participants for their provocative questions and insightful comments.  Let me know your thoughts.

All the best,

Jim