The Complete Guide to Mergers and Acquisitions

List of Exhibits xiii Foreword, by Jim Jeffries, cofounder and chairman, M&A Leadership Council xvii Preface xxiii The Authors xxix ONE Integration: Where Deal Value Is Realized 1 Buyer Beware! 2 Factors Contributing to Poor M&A Results 4 Deal Strategy--Then and Now 6 Strategic Deal Rationale: The Eight Cs 8 Serial Acquisitions as a Growth Strategy 9 Integrations Exist on a Continuum 10 Ten Key Recommendations for Maximizing Deal Value 15 Develop a Sustained M&A Capability 18 Be Sure to Avoid the Killer Phrases 19 Chapter Summary 21 Discussion Questions 23 Rapid Assessment Tool 23 TWO The Deal Flow Model: Pitfalls and Best Practices Throughout the M&A Process 25 The Deal Flow Model 27 Chapter Summary 53 Discussion Questions 54 Rapid Assessment Tool 54 THREE Integration Begins with Due Diligence 57 Due Diligence Should Prevent Surprises 58 Due Diligence Is an Iterative Process 63 Managing Due Diligence as a Rapid Results Project 65 Target or Partner Firm Participation in Due Diligence 67 Prioritize Synergies According toTheir Impacts on Deal Value 68 Due Diligence and Integration Strategy 70 Due Diligence and Integration Risk Factors 70 Due Diligence and Organizational Culture 73 Due Diligence and Human Resources 79 Due Diligence and Human Capital 83 Chapter Summary 84 Discussion Questions 85 Rapid Assessment Tool 86 FOUR Welcome to the Big Leagues of Change Management 89 OrganizationalDynamics Created by Mergers and Acquisitions 90 Seven Fundamentals of M&A Change Management 92 Chapter Summary 107 Discussion Questions 108 Rapid Assessment Tool 109 F I V E The Merger Integration Work Streams Model 111 The Merger IntegrationWork Streams Model 113 Deploying the Model 124 Chapter Summary 130 Discussion Questions 130 Rapid Assessment Tool 131 S I X Organizing, Involving, and Coordinating Integration Task Forces 133 Establishing the Integration Infrastructure 134 Staffing the Integration Project Team 141 Launching the Planning Process 142 Chapter Summary 164 Discussion Questions 165 Rapid Assessment Tool 166 SEVEN Waging the Communications Campaign 169 Great Ideas and GameWinners 188 M&A Communications: Lessons Learned 191 Chapter Summary 192 Discussion Questions 193 Rapid Assessment Tool 194 E I G H T Don't Let Them Jump Ship: Retaining and Rerecruiting Your Key People 197 "Me" Issues Dominate 198 Examples of Effective Retention and Rerecruitment 199 Identifying Key Talent 201 UnderstandingWhat Motivates People 202 Developing and Executing a Retention and Rerecruitment Action Plan 206 Retention and Rerecruitment Options and Considerations 213 Chapter Summary 215 Discussion Questions 215 Rapid Assessment Tool 216 NINE Setting the Organization Cures Many Ills: Structure and Staffing Decisions 219 Common Problems 221 Ten Principles 225 Fair Processes 240 Staffing Process Models 242 Chapter Summary 253 Discussion Questions 254 Rapid Assessment Tool 255 TEN Tracking Success: Merger Measurement Systems 259 Integration Measures 262 Chapter Summary 290 Discussion Questions 291 Rapid Assessment Tool 292 ELEVEN "But They're So Different": Cultural Integration 295 The Impact of Culture on NewCo Performance 296 Operationalizing and Managing Cultural Integration 297 Discovering, Designing, and Delivering Cultural Integration 300 Answering Key Questions 304 Sticking to the Cultural Integration Implementation Plan 307 Continuously Manage NewCo Culture 308 Chapter Summary 309 Discussion Questions 310 Rapid Assessment Tool 311 TWELVE Human Capital Integration and the Human Resources Function 313 The "Making StrategyWork" Model 316 Case Studies in Human Capital-Related Integration 319 Chapter Summary 327 Discussion Questions 328 Rapid Assessment Tool 329 THIRTEEN Merger Repair 331 Clear Symptoms 336 Merger Repair Rapid Assessment 338 Two Tracks of Merger Repair 339 Chapter Summary 344 Discussion Questions 345 Rapid Assessment Tool 345 FOURTEEN Taking Your M&A Game to the Next Level 347 Are You Getting Better at M&A? 347 Failing to Protect Your Investment 348 Beware the "Not Invented Here" Syndrome 349 Don't Fumble at theGoal Line 350 Enterprise-Level M&A Competency Model 351 How Does Your Integration Stack Up? 356 Does ItWork? 357 Chapter Summary 360 Discussion Questions 360 Rapid Assessment Tool 361 Resource A: Sample Task Force Charter 365 Resource B: Integration Planning Template 373 Resource C: Executive Summary--The State of M&A Integration Effectiveness Survey, 2014 393 References 417 Index 429