Author: Carlos Keener
29 Apr Looking up, looking out: making the best use of Lawyers in M&A…and Integration
Everyone knows that lawyers – whether in-house, external or a combination of both – are key to successfully conducting M&A. Less well recognised is the positive role they can have in helping identify, understand and tackle integration and other post-close issues. This applies as much to in-house legal teams as it does to the supporting law firms, both of whom tend in my view to stay too much within their comfort zone. The value of lawyers across the deal spectrum can come not so much from what they do, as what they see along the way. Consider the following typical areas of legal M&A support pre-close: 24 Apr Tip: Be ‘boringly consistent’ and build credibility in your communications
From the moment a deal is announced ‘building credibility and trust’ with stakeholders is a key objective for the communications effort. A key factor in building credibility is being consistent in the messages you give - ‘boringly consistent’ as a former senior exec client proudly once called it. He understood the power of the well honed, repeated and repeatable message and as a result the organisation ‘got’ the change programme he was leading. 23 Apr Executive M&A Insight: A long way to go to effectively measure long-term M&A performance
Executive M&A Insight: Report on the BTD M&A Round Table dinner on M&A measurement 26th March 2013 Effective measurement of long-term M&A performance seems an obvious dimension of best practice but surprisingly this appears at best intermittent and important lessons may not be learned. To exchange views on...
16 Apr Life Technologies acquisition by Thermo Fisher Scientific: Back to the future, or lessons learned?
Today saw the announcement of a major acquisition in the scientific equipment space as Life Technologies is sold for $13.6B to Thermo Fisher Scientific. Encouraging news to see larger deals taking place in the high-tech sector; but makes me wonder: Are we going to return to the ‘good old bad old days’ of high-profile mega-deals followed by integration problems, management mud-slinging (see HP Autonomy) and ultimate value destruction; or is there a chance that we might be seeing some wiser, clearer thinking? 08 Apr M&A Assessment – will we learn the lessons of HBOS?
Last week two blistering reports came out on the subject of supposed wrong doing, incompetence and poor leadership in banks. First was Anthony Salz’s report on Barclays culture prompted by the bank’s attempt to rig Libor and yesterday’s Parliamentary Commission on Banking Standards pinpointing three senior executives once at the top of HBOS with indications that these people might never be able to work in financial services again. In addition, RBS investors launched a class action lawsuit against the bank and former directors including the ex CEO Fred Goodwin. They are looking for £4bn in compensation. Not surprisingly all these projects were managed by those outside the organisations which does not say much for the degree of internal self discipline and self analysis which their existing culture engenders. 03 Apr M&A Regulators taking an active interest in…integration!?
I try to follow the various recent deals within the US airline sector, and amongst the predictable post-close challenges around union negotiations, booking systems integration etc, this note really caught my eye: Diana Moss, VP of the American Antitrust Institute (AAI) recently testified in the US Airways–American Airlines merger review, voicing her concerns about the deal. Alongside the predictable concerns related to market share and the potential to exert anti-competitive behaviour, out came this zinger: “An increasingly important factor in the efficiencies debate is post-merger integration". 04 Mar Distressed Acquisition & Integration – Cheap at half the price? Part Three
Distressed businesses have usually bagged all the low-hanging fruit in their previous attempts to save their business. This leaves the hard work to the acquirer. Picking up the pieces may be easy; getting them back into a working state is a challenge. That’s why they're cheap. Unless the value centres around untapped capabilities only you can exploit, the safer guide is that the lower the deal price on offer, the harder it may be, ultimately, to deliver results with the acquisition. This is the final part of our three-part series 27 Feb Tip: Get corporate and divisional groups properly co-ordinated before embarking on a deal
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Co-ordination - all important![/caption] In large businesses, getting an acquisition from opportunity to signature is one of those few key activities that demands seamless collaboration between Corporate and Business Unit entities. In many cases one group pays for the deal, while the other lives with the results. While this may seem a logical split of roles, it can result in a number of misaligned priorities and other systemic flaws in the pre-close process: Business Units not fully understanding the deal rationale, making it hard for them to truly get behind the delivery of the benefits; Corporate Strategy or M&A groups building synergy models and assumptions insufficiently underpinned by operational realities; lack of accountability between Corporate and BUs over execution, leading to finger-pointing if things go wrong. 22 Feb Distressed Acquisition & Integration – Cheap at half the price? Part Two
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Part 2[/caption] Distressed businesses have usually bagged all the low-hanging fruit in their previous attempts to save their business. This leaves the hard work to the acquirer. Picking up the pieces may be easy; getting them back into a working state is a challenge. That’s why they're cheap. Unless the value centres around untapped capabilities only you can exploit, the safer guide is that the lower the deal price on offer, the harder it may be, ultimately, to deliver results with the acquisition. This series of articles (this is part two of three) examines the world of distressed M&A.