Mergers & Acquisitions – The Criticality of the Human Element

The sobering fact is that the vast majority (70% by most estimates) of all business mergers and acquisitions fail.  On the surface, these unions look to be so ripe with synergies that the transaction appears to be the proverbial “no-brainer”.  Countless studies examining hundreds of company mergers across all industries have shown that most mergers fail to achieve their anticipated value.  The bad news doesn’t stop there.  A Harvard Management Update recently reported that “Most mergers fail to add shareholder value-indeed, post-merger, two-thirds of the newly formed companies perform well below the industry average.” 

Why is it then that an idea that makes so much sense on the balance sheet seems to be doomed for failure?  According to the experts, most mergers fail because executives place a priority on integrating the business elements, but practically ignore the human integration aspects of the merger.  Stakeholders, including executives on both sides of the ledger, venture capitalists and stockholders are eager to reap the alluring financial rewards that appear to be so attainable – at least on paper.  One key problem is that the drivers of the M&A initiatives are executives who have a keen understanding of the industry, strategy and financial objectives.  Caught up in the frenetic, tumultuous pace of the acquisition, executives and managers overlook the critical human integration part of the equation.  Financial and business issues always seem to take precedence over the integration of the human assets.

The Merged Organization – One chance to get it right

One of the primary objectives in bringing two organizations together is to leverage efficiencies by creating one synergistic organization.  If done correctly, the proverbial “two plus two equals five” is accomplished.  In reality, “two plus two equals three” is the more typical result.  The merger and acquisition process provides a tremendous opportunity for the combined organization to optimally deploy their collective human assets.  Make no mistake, on the human side, the M&A process can be both exhilarating and gut-wrenching.  For the executives and managers who make the cut, greater responsibilities with higher potential rewards are within their grasp.  For many, the acquisition will result in no change of responsibilities, a lateral move, or an invitation to find work elsewhere.  A reduction in force (RIF) is almost always a significant piece of the anticipated cost savings.  The new organization has one chance to get the personnel alignment right.  A best practice to increase the likelihood of getting the best people in the right positions of the new organization is to start with a blank slate – or in this case, a blank organization chart.  Even the top executive positions should not be exempt from this process.  For example, the top executive of a fast-growing, acquired company may be far better suited to take the reins of the combined organization, if growth is a key initiative.  This would be especially true in the event that the top executive’s strength of the acquiring company is that of a caretaker, adept at maintaining the status quo.

 

The process of determining who gets which position over another can be a bit unsettling, if not disturbing.  In far too many instances, the acquiring organization fills many of the key positions with their own personnel; often overlooking a more talented individual from the acquired firm. To the victor go the spoils, as they say.  This course of action is often rationalized by the fact the management team (typically dominated by the acquiring company) has more history with their own employees.  Another key factor in determining who gets the key positions in the new organization is what can best be described as “advocacy”.  Simply put, a more assertive and/or persuasive advocate for a subordinate who is vying for a position in the new company is likely to get the job through the shear strength of their advocate’s personality.  Again, a more competent candidate can be overlooked for no other reason than his or her boss is more laid-back or introspective.  To be certain, politics can also play a huge factor.  Many organizations fall victim to having “empty suits” in key positions only because a particular individual is the CEO’s son or the VP of Sales’ hunting pal.

 

Best Practices to filling key positions

To heighten the chance of the merger’s success, a thorough process should be instituted whereby each key (redundant) position is reviewed and filled by the person whose skills are best aligned with the strategic goals of the organization.  It is imperative to make this process as objective as possible.  Listed below are some critical factors in aligning personnel in key positions.

  • Communicate openly that the organization will be realigned and that positions will be filled based on merit and alignment with the strategic objectives of the organization.
  • Afford each candidate the opportunity to interview for their current position, or any other position that they might be qualified.
  • Place strong consideration of the candidates:
    • Past job performance
    • Strengths alignment with new strategic objectives
    • Natural Personality Traits
    • Adaptability
  • Consider endorsements / references of superiors but discount hyperbole and emotional appeals – “Jim’s a great guy; he’s been with us for twelve years!”
  • Conduct Behavioral Based Interviews
    • Situation or Task – Ask about or present a challenging situation or task
    • Action – Listen for what specific action the candidate would take
    • Result or outcome – Listen for what the ultimate outcome was
  • Consider realigning personnel into key positions other than their current roles
    • For example: A struggling Sales Manager might be more effective – and happier – moving into a key account sales role.

 

Post Merger – After the “Change of Control”

The Merger and Acquisition process is more of a journey than a destination.  As challenging as preparing the “book” and conducting due diligence is, the work is not done when the change of control occurs.  In fact, this is when some of the most challenging work begins.  Dual systems need to be consolidated and fine-tuned.  Redundant processes that have been running in tandem have to be cutover to one system.  Through best laid plans, there are the inevitable “kinks” or “glitches” that no one could foresee.

 

And that’s just on the infrastructure side.  The challenges on the personnel side can be even more daunting.  The M&A process brings inevitable churn and uncertainty to many employees on both sides of the transaction.  It is not uncommon for many employees to deal with the stress and uncertainty of the acquisition by looking for a new opportunity outside of the organization.  Just as management thinks the dust is settling, a key employee announces his or her resignation – right after they have been awarded a highly coveted position.  There is no getting around it, mergers and acquisitions, more often than not, result in a change in corporate culture.  With this in mind, it is imperative for the organization to assess its corporate culture and to take the “pulse” of its key personnel, especially after the merger has been completed.

 

Practically speaking, many employees are embarking in new jobs, despite the fact that the company name on their paycheck remains unchanged.  Job stress can be very evident and can certainly result in unwanted turnover.  Some of the critical factors that can lead to post-merger turnover are as follows:

 

  • Change in Corporate Culture
  • Resentment – passed over for promotion
  • Conflict with new boss
  • Conflict with co-workers
  • Change in responsibilities
  • Change in compensation structure
  • New opportunity surfaces from search activities during M&A process

 

Best Practices for Assessing Job Alignment / Job Stress

As important as it is to assess and align the natural strengths of key employees with their respective roles, pre-merger; it’s just as important to assess the alignment of their natural strengths with how they perceive their new position, post-merger.  Just as all of the systems integration “kinks” and “glitches” are not apparent until the cutover, the same can be said with regards to the human integration.  Management needs to be aware that there is often a significant disconnect between concept and practice with regards to personnel alignment.  Listed below are some critical factors in career alignment and job stress.

 

  • Confirm that the employee genuinely wants the new position and is not just taking it because they feel they have no choice.
    • More frequently than might be expected, some employees prefer to stay in subordinate positions, which they perceive as being “under the radar” in lieu of taking a promotion.
  • Have key employees participate in organization survey which measures both Personality Traits and Perceived Job Behaviors. New tools are available where the organization can take the “pulse” of an employee to see how they perceive their new role.  These results can be compared to their natural personality traits from an assessment that they may have taken previously.
    • Results may show evidence of:
      • Career misalignment / Job Stress
      • Under Utilization
      • Over Utilization
      • Stress brought on by Corporate / Department Culture
      • Imminent Turnover

       

      Conclusion

      Mergers and Acquisitions are challenging endeavors under the best of circumstances.  With proper planning and diligence failure does not have to be a Fait accompli.  Organizations that beat the odds by implementing successful M&A’s, do so in large part by investing a significant amount of time and energy into critical elements that go well beyond the balance sheet.  These successful organizations focus make it a priority to focus on their most critical asset – human capital.  To be successful in an M&A, enlightened organizations must consider the cultures of both organizations, diligently plan the integration, communicate relentlessly, build trust, and be open to change.