Inarticulate ramblings of a management consultant

the day to day experiences of a consultant operating in weird and wonderful client situations

Tag Archive for ‘culture’

Due diligence in an emerging market – the management interviews – lots of communication, perhaps less understanding!

Last week I explored the challenges of doing diligence on a fictitious family owned business based in Indonesia, from the perspective of the CEO (the link is here if you missed it). This week, let’s have a playful look at the next stage in the process…the management interviews, again from the perspective of the CEO of the business being acquired. This is the accumulation of a number of my experiences […]

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Considering culture as part of post acquisition integration – ‘nice to have’ or something more?

Anyone who has spent any time managing a post acquisition integration will recognise that culture is a, and in many cases, the critical factor which can determine success or failure. This is not something new…and yet it still comes as a surprise for many acquirers. Despite this widespread knowledge, much confusion still reigns around what cultural dimensions to consider, how to find them and measure them, and then most importantly, […]

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Passive adoption of regulatory change – the dangers of outsourcing your ‘conscience’ to the compliance function

Many of you will have read Daniel Kahneman’s excellent book, ‘Thinking Fast and Slow’ (attached link for a TED summary), or perhaps some of the other behavioural economics books such as ‘Nudge’ by Cass Sunstein and Richard Thaler. Some of you will also have read ‘The Social Animal’ by David Brooks. Perhaps you will also be aware of Rory Sutherland and his superb TED talks (see attached for my favourite) […]

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What’s the big deal with hostile transactions?

The flow of transactions has been noted in this blog and throughout the financial press. In addition, the FT led an article earlier this week noting the volume of hostile deals (US appetite for hostile takeovers hits post-crisis high) as the M&A market heats up. I want to address in this some of the key challenges that distinguish hostile from friendly transactions. From my perspective, they fall broadly into 4 […]

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A new breed / identity of buyer from Asia – leading to a different result?

Fascinating times in the mergers and acquisitions market place with the number and size of the transactions unprecedented since 2007…a remarkable turnaround. What is most interesting is that for the first time in a while, the objective external observer can compare and contrast two very different types of buyers: The corporate European and American buyer whose motivation to do deals has been driven by the following factors: An unprecedented (at least […]

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The big myth in post acquisition integration

If there’s one consistent message that I’ve heard over the last 15 years of doing post acquisition integration, it’s this:  Big deals are more difficult to integrate than small ones  Whether it’s the investment bankers / accountants / lawyers / consultants or Heads of Corporate Strategy, this message is probably the one thing that everyone agrees on. Complexity is directly correlated with size…for the following reasons: More people requiring more effort […]

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‘Practice makes perfect’ – a model of implementing change

Last week I wrote about the interesting interaction between these three dimensions as three different strategies for implementing change. This week I want to write one particular model of implementation, which I’ve called the ‘Practice makes perfect’ model. As you may remember, the traditional method (in a Western context) looks like this: Let’s now think about some variations on this theme, and in particular what to do when you come across a […]

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More evidence of the link between culture and M&A success

Many of you will already be aware of my focus on culture in M&A and it seems that it’s becoming more mainstream to talk about these matters.. Note the recent commentary in the FT on Holcim and Lafarge which tries to downplay the cultural dimensions…perhaps part of the problem is a blind acceptance in the media around business case as opposed to delivery capability! http://www.ft.com/cms/s/3/d1cc9938-cbec-11e4-beca-00144feab7de.html#axzz3UcoE3fgH The article below is a […]

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Policy, process and practice – the three dimensions of implementation (1)

I’m working with a client on a transaction in one of the larger markets in Asia. As often happens, the chance to work with some highly motivated and able individuals leads to some new ideas. Whilst in a team meeting, this model came to my mind and I wanted to share it with you. The challenge for any organisation in an acquisition is to understand what the triggers / levers […]

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The bad news about deals….they expose structural weaknesses when everyone’s looking!

I’ve always thought about transactions as being quite different complex transformations from the ‘business as usual’ activities. There’s been a train of thought for a number of years which looks to create separate governance, resources, processes and methodology in post-acquisition integration. This is based on the requirement for different skill sets and the potential for distraction from the ongoing business. As we enter a period of increased M&A activity again, […]

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Lets stop talking about winners and losers in deals

I’m working on a couple of integration projects at the moment in various parts of Asia and, as often happens when you’re immersed in something, a sudden moment of clarity arises which is worth capturing and sharing.  One of the challenges for an aspiring CEO and his / her integration director is a recognition that M&A is not like some kind of military battle or occupation! Thinking of M&A in […]

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Think like a theatre director – and become an excellent programme manager

It’s rare to see a connection between the world of performing arts and the world of programme and project management….until you start to look at people’s non work based cvs. At that point, you start to see an incredible richness of experience, talent and focus dedicated towards the arts. So the question for me is, are there some aspects of the performing arts which help develop or naturally lend themselves to the […]

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The perfect storm which has the potential to challenge the corporate world as we see it today

I have spent the last few days at the Symex Conference in Palembang, Sumatra, speaking and listening to a bunch of bright, articulate and challenging speakers. It has lead me to a conclusion about a significant challenge that corporates around the world face over the next few years….a convergence of issues or perfect storm which have the potential to change the corporate landscape as we know it. Let me set […]

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Right-sizing the culture…to dimensions that make sense!

Whenever we talk about culture, it’s almost always in macro economic terms…regions, nations, industries, functional areas all seem to be easily (if often wrongly!) defined by specific and identifiable cultural traits. These traits enable us to ascribe labels to groups of people which may be relevant in terms of description but in terms of achieving any kind of change add to the confusion rather reduce it. In my opinion, the […]

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Are we always going to spend countless hours on planes to get to sit in meeting rooms with colleagues?

This morning, as I sit on yet another flight, this time from Singapore to Hong Kong, it’s ever more apparent to me that far from video conferencing and other forms of communication taking the place of international travel, planes are fuller than ever with business travellers flying short distances for a schedule of meetings, which from my own straw poll over the past 18 months, are mostly internal to their […]

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  I’m working on a couple of transactions at the moment and was reminded recently again of the critical role that an exiting CEO can play in smoothing the path of a deal, often at its most important phase, in the post merger integration. For those of you who have been involved in M&A, you will recognise the quintessential challenge which an acquirer faces in dealing with this individual. The facts are relatively straightforward:

  • He / she will be one of the first casualties of the deal. Typically given the nature of the deal marketplace, the new CEO is appointed by the acquirer and rarely comes from the acquired business.
  • Financially, the exiting CEO will be looked after…either through a short-term retention package or through a settlement around redundancy, giving him / her the relative freedom to make some personal decisions about what to do next.

Accepting this as the status quo is in my opinion a mistake, particularly in cases where the CEO concerned has played a key role in the development of the business, leading to its sale and continues to be valued by the employee base. He is likely to have been involved in the hiring, mentoring, and career development of key people, notably his / her direct reports, who will be important in the integration process. He / she will have had an impact on the culture of the organisation in the way that decisions are made, where autonomy sits in the corporate hierarchy, what level of risk appetite exists and perhaps in the flow of information around the business. He / she will have had a role to play in the informal organisational structure, where the key influencers sit and how they interact. Now, without doubt, having him / her around can be more than awkward for the incoming CEO. There is the potential for a disruptive influence, for a lack of clarity around who the ultimate decision maker is, perhaps even for the creation of some kind of corporate terrorist who will actively undermine the new direction of the business. There is also the possibility that he / she does not want to be involved in the next stage of the company’s development. Clearly these are all unacceptable and need to be dealt with quickly. However, let me create an alternative scenario. Let’s consider the role that this person could play given their unusual position in the merging organisation and with the appropriate good will:

  • An initial engagement between announcement and completion which focuses purely on the prevention of value destruction…retention of key individuals, strong and well directed communication around the transaction as much as that is possible, engagement of the key customers maintaining service standards and relationship management during a disruptive period. In fact, in my experience this period has significant potential for major value destruction as the attention and focus of key people drifts to the prospects of their immediate future.
  • A role around Day 1 and for the first 100 days which is as chief communicator and translator / interlocutor for the acquired employee base, using that trust, those relationships and that intimate knowledge of how the business works to create some stability in the critical initial period. I’ve worked on several transactions where the exiting CEO used his influence to translate the requirements and expectations of the acquirer to his workforce, giving an understanding of culture and work processes which removed the emotion from the deal.
  • An adviser to the integration steering committee, to be used as necessary to comment on and provide insight on direction, plans and key initial activities.

And in return for these important actions, a compensation structure which is firmly linked to some initial KPIs around key employee and customer novation / retention, effectiveness of communication flows, and perhaps stability of revenue / cost post completion. I read in the FT and indeed many of my colleagues are suggesting that there is an upturn again in the deal volume being experienced. Having spent 14 years consulting in this arena, it would be great if we could finally move away from the cycle of value destruction and find some new solutions to an old problem. Using the insight, relationships and knowledge of an exiting CEO might be a small step in the right direction.    

Bringing project management into the mainstream

With thanks for an excellent seminar last night by Thomas Martin of Forward Intelligence Group and previously Microsoft, and also a reflection from a number of other clients and colleagues, I’ve been observing an interesting series of phenomena in the last few months. A redrawing of some of the traditional boundaries between transformation and business as usual activities, specifically when it comes to allocation of CAPEX. It seems that there […]

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