Inarticulate ramblings of a management consultant

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

Tag Archive for ‘human capital’

The market needs certainty…really?

On the morning after the most extraordinary day in British political history, the clamour in every publicly traded market is for certainty… about the timing of the triggering of Article 50, about the new leadership of the Conservative Party (and the Labour Party), about the terms of the agreement with the EU, about the position of the rest of the UK (in particular Scotland and Northern Ireland) etc! As an […]

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Show me the value…!

Think about a recent acquisition that you were involved in. Having accessed the business in the post completion period, which of the following assets proved to be more valuable: The physical assets: Intellectual property, technology platform, operating infrastructure, plant and equipment, inventory / working capital, cash in the bank. The employee assets: innovators, R&D experts, operations managers, leaders, customer facing relationship managers, sales people, ‘historians’ (those who understood the context […]

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Fixing the irrevocably broken – creating an organisational structure which can thrive in a world of disruptive innovation

With thanks to Toby Tester and following from my blog last week (click here to read it if you’ve unwittingly stumbled upon this random collection of thoughts), here is the exam question for the week: What does an ideal organisational structure look like to cope with the challenges of today’s working environment? Let me first try and define what I envisage as an ‘ideal’ structure with a series of questions: […]

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How would you approach change if employees were given a vote?

A few years ago I was involved in the merger of two UK law firms, one with a focus on London as its main operating base, the other more regional in its operations.  One of the conditions for the deal to go through was 100% approval by the partners. In terms of numbers, we were talking about 124 people. Imagine having a hurdle in a project where, before any implementation […]

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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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Leadership – nature or nurture?

With thanks to Roddy Millar with a comment from last week’s blog about ‘bottom up ‘ strategy implementation, I wanted to explore leadership in a little more detail. Let me start at the beginning, usually a good place. Let’s start with a group of boys and girls starting at nursery / kindergarten together: One of their first collective experiences involves working with leadership. Importantly, their leaders come from within. Whether […]

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Program managing post merger integration – different from other complex projects?

I’ve had a number of very heated conversations with colleagues about the nature of post merger integration in recent weeks. The two positions are easy to understand; on the one hand, there is the perspective that a deal is just another complex transformation project with all the usual challenges. On the other side of the debate, the argument goes that post merger integration represents a wholly different type of challenge […]

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Re-employment, not retention – that’s the name of the game these days

It is extraordinary how age creeps up on you. In thinking about and discussing this blog with a colleague recently, I was suddenly aware of how over the course of 20+ years of work, the nature of my relationship with my employer has changed and more specifically how different it is from the new generation joining the workforce. So, like many of my peers, I’m left with a dilemma. Do […]

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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.