The Complete Guide to Mergers and Acquisitions: Process Tools to Support M&A Integration at Every Level

ISBN-13: 9781118827239 / Angielski / Twarda / 2014 / 480 str.

Timothy J. Galpin

Opis

Ease the M&A process with a more effective integration plan The Complete Guide to Mergers and Acquisitions is the ultimate handbook for planning and managing post-merger integration. Packed full of -how to- guidance, tools, templates and resources that have been put to the test on numerous due diligence and integration efforts around the world, The Complete Guide to Mergers and Acquisitions has been the go-to guide for firms seeking to maximize the value of their deals since the release of the first edition in 1999. Poor integration management virtually ensures that a merger or acquisition will fail to meet financial and strategic goals. The Complete Guide to Mergers and Acquisitions provides the information that enables firms to quickly and prudently capture projected cost and revenue synergies, and to move the combined organization forward. The book addresses strategic deal considerations, due diligence, integration management, people dynamics and cultural integration, common integration mistakes, communications strategies, and provides actionable steps toward creating measurable, positive results throughout the integration process. The updated third edition contains new information and tools to help firms in any industry manage deals of all sizes, including:

• Results of The State of M&A Integration Effectiveness Survey, 2014
• A new chapter on the M&A process deal stages, with an expanded Deal Flow Model
• Findings of substantial M&A research from various studies in multiple industries and organizations, supporting the concepts presented throughout the book
• New and revised tools and templates for due diligence, integration, and results measurement and reporting
• New case examples of recent transactions
• Highlighted 'Key Principles' throughout each chapter
• A summary of key points at the end of each chapter
• Discussion questions addressing the key themes of each chapter
• A 'rapid assessment' diagnostic regarding the key elements of each chapter, which can be completed for any organization
• A revised chapter on taking your M&A game to the next level - essential requirements for building M&A capabilities into a consistently successful enterprise competency

Merger and acquisition activity across the globe continues to grow, and is also playing a major role in the development of expanding markets. A well-managed integration effort is essential to success, and failure means a tremendous waste in terms of time and money, as well as the rapid destruction of shareholder value. The Complete Guide to Mergers and Acquisitions: Process Tools to Support M&A Integration at Every Level, Third Edition is an invaluable resource to guide firms in managing M&A integration and maximize the value of their deals.

Spis treści

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

O autorze

TIMOTHY GALPIN, PhD is a Clinical Professor of Management at Colorado State University teaching Strategy and Entrepreneurship. His consulting, research, and publishing are in the areas of Mergers and Acquisitions, Leading Sustainable Organizations, Leadership Effectiveness, and Entrepreneurship. Prior to his teaching, Tim gained over 20 years of experience as a management consultant and business manager working with boards and senior management around the world on strategic planning, strategy execution, merger and acquisition integration, divestitures, restructurings, human capital management, business productivity improvement, and organizational culture change. He still consults to firms on these topics.

MARK HERNDON serves as president of M&A Partners, where his practice includes M&A integration strategy and management; building internal M&A capabilities for corporate acquirers; due diligence; culture assessment and integration; and change management, communications, and leadership during periods of disruptive change. Previously, he was president of Parkwood Advisors and U.S. Region Leader for Merger and Acquisition Services with Watson Wyatt Worldwide. Mark also serves as chief knowledge officer for the M&A Leadership Council and as a board director for various private companies and faith–based and charitable organizations. He has presented keynote addresses and concurrent sessions to nearly 400,000 people and is the author of a popular weekly newsletter, Merger Monday Insights, available at www.mapartners.net.

Blurb

“With the 3^rd edition of The Complete Guide to Mergers & Acquisitions, readers will be treated to Galpin and Herndon’s most recent insights and experience in the world of business transactions. No matter how large or small the acquisition you might be planning, public or private, reach for this valuable and practical guide first. If success is what you’re after, then make the commitment to prepare yourself and your team; this book is the way to do it.”
—JAN K. GRUDE, President and Chief Executive Officer, Pacific Blue Cross/Blue Shield

“Thank you, Herndon and Galpin, for a practical and thought–provoking guide for those who want to get better and smarter at effective M&A integrations. Of the fourteen books in my M&A library, their first book was the one I have most often referenced. Now this new and expanded version will take over the #1 spot.”
—JACK PROUTY, President of the M&A Leadership Council

“In a world where mergers and acquisitions almost never reach their publicly proclaimed synergies, The Complete Guide to Mergers & Acquisitions is a step–by–step guide that takes an applied, practitioner’s approach to all aspects of M&A from due diligence to integration planning and execution to change management. Galpin and Herndon, proven executives and thought leaders, provide critical insight for anyone responsible for organizational alignment, integration, and the ultimate recognition of synergies.”
—MARK GASTA, Executive Vice President and Chief People Officer, Vail Resorts Management Company

“We used Galpin and Herndon’s book as a guide when we were shaping our M&A process and toolkit. The book helped us create templates and structure the due diligence and integration processes that we have applied in several transactions. It presents a clear structure for organizing and conducting due diligence and integration that we used in training exercises with our diligence and management teams. It’s concise and easy to follow, and it gave us a head start on implementing our M&A strategy.”
—MARSHALL TUCKER, Manager Business Development, Tampa Electric Company

“Galpin and Herndon’s third edition, updated with recent case examples, new tools and templates, and recent research findings, makes this required reading for anyone considering mergers and acquisitions.”
—FERNANDO PAIZ, Former Chairman, Walmart Central America