The Complete Guide to Mergers and Acquisitions E-Book

Timothy J. Galpin

• Herausgeber: John Wiley & Sons
• Kategorie: Fachliteratur
• Sprache: Englisch

Seitenzahl: 590

Veröffentlichungsjahr: 2014

Beschreibung

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.

Leseprobe

Table of Contents

Title Page

Copyright

Dedication

List of Exhibits

Foreword: Building M&A Integration Capabilities as a Competitive Advantage

M&A As an End-to-End Business Process

Pre-programming Integration Success Prior to the Initial Public Announcement

Enterprise M&A Competency as an Important Competitive Advantage

Preface

This Book's Purpose and Audience

Overview of the Contents

Acknowledgments

The Authors

Chapter One: Integration: Where Deal Value Is Realized

Buyer Beware!

Factors Contributing to Poor M&A Results

Deal Strategy—Then and Now

Strategic Deal Rationale: The Eight Cs

Serial Acquisitions as a Growth Strategy

Integrations Exist on a Continuum

Ten Key Recommendations for Maximizing Deal Value

Develop a Sustained M&A Capability

Be Sure to Avoid the Killer Phrases

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Two: The Deal Flow Model: Pitfalls and Best Practices Throughout the M&A Process

The Deal Flow Model

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Three: Integration Begins with Due Diligence

Due Diligence Should Prevent Surprises

Due Diligence Is an Iterative Process

Managing Due Diligence as a Rapid Results Project

Target or Partner Firm Participation in Due Diligence

Prioritize Synergies According to Their Impacts on Deal Value

Due Diligence and Integration Strategy

Due Diligence and Integration Risk Factors

Due Diligence and Organizational Culture

Due Diligence and Human Resources

Due Diligence and Human Capital

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Four: Welcome to the Big Leagues of Change Management

Organizational Dynamics Created by Mergers and Acquisitions

Seven Fundamentals of M&A Change Management

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Five: The Merger Integration Work Streams Model

The Merger Integration Work Streams Model

Deploying the Model

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Six: Organizing, Involving, and Coordinating Integration Task Forces

Establishing the Integration Infrastructure

Staffing the Integration Project Team

Launching the Planning Process

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Seven: Waging the Communications Campaign

Great Ideas and Game Winners

M&A Communications: Lessons Learned

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Eight: Don't Let Them Jump Ship: Retaining and Rerecruiting Your Key People

“Me” Issues Dominate

Examples of Effective Retention and Rerecruitment

Identifying Key Talent

Understanding What Motivates People

Developing and Executing a Retention and Rerecruitment Action Plan

Retention and Rerecruitment Options and Considerations

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Nine: Setting the Organization Cures Many Ills: Structure and Staffing Decisions

Common Problems

Ten Principles

Fair Processes

Staffing Process Models

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Ten: Tracking Success: Merger Measurement Systems

Integration Measures

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Eleven: “But They're So Different”: Cultural Integration

The Impact of Culture on NewCo Performance

Operationalizing and Managing Cultural Integration

Discovering, Designing, and Delivering Cultural Integration

Answering Key Questions

Sticking to the Cultural Integration Implementation Plan

Continuously Manage NewCo Culture

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Twelve: Human Capital Integration and the Human Resources Function

The “Making Strategy Work” Model

Case Studies in Human Capital–Related Integration

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Thirteen: Merger Repair

Clear Symptoms

Merger Repair Rapid Assessment

Two Tracks of Merger Repair

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Chapter Fourteen: Taking Your M&A Game to the Next Level

Are You Getting Better at M&A?

Failing to Protect Your Investment

Beware the “Not Invented Here” Syndrome

Don't Fumble at the Goal Line

Enterprise-Level M&A Competency Model

How Does Your Integration Stack Up?

Does It Work?

Chapter Summary

Discussion Questions

Rapid Assessment Tool

Resource A: Sample Task Force Charter*

I. Team Members

II. Synergy Targets

III. Deliverables

IV. As-Is Analysis

V. Initial Identification of Issues

VI. Task Force Logistics and Communications

VII. Links to Other Task Forces

Resource B: Integration Planning Template*

An Outline for Task Force Initial Transition Plans

I. Overall Work Flow and Key Operating Rules

II. Synergies—“Quick Hits and Low-Hanging Fruit”

III. Initial Systems and Facilities Requirements

IV. Transition Cost Estimate

V. Transition Timeline

VI. Issues and Recommendations for the Executive Staff's Attention

Resource C: Executive Summary—The State of M&A Integration Effectiveness Survey, 2014

Overview

Respondent Demographic Data

Are Acquirers Getting Better at M&A Integration?

Seven Essential M&A Integration Improvements Every Serious Acquirer Must Address

Summary Results

References

More From Wiley

Index

End User License Agreement

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Guide

Cover

Table of Contents

Preface

Begin Reading

List of Illustrations

Exhibit 1.1

Exhibit 1.2

Exhibit 2.1

Exhibit 2.2

Exhibit 2.3

Exhibit 2.4

Exhibit 2.5

Exhibit 2.6

Exhibit 2.7

Exhibit 2.8

Exhibit 2.9

Exhibit 2.10

Exhibit 2.11

Exhibit 2.12

Exhibit 3.1

Exhibit 3.2

Exhibit 3.3

Exhibit 3.4

Exhibit 3.5

Exhibit 3.6

Exhibit 4.1

Exhibit 4.2

Exhibit 4.3

Exhibit 5.1

Exhibit 5.2

Exhibit 5.3

Exhibit 5.4

Exhibit 6.1

Exhibit 6.2

Exhibit 6.3

Exhibit 6.4

Exhibit 6.5

Exhibit 6.6

Exhibit 6.7

Exhibit 6.8

Exhibit 6.9

Exhibit 6.10

Exhibit 7.1

Exhibit 7.2

Exhibit 7.3

Exhibit 7.4

Exhibit 7.5

Exhibit 7.6

Exhibit 7.7

Exhibit 7.8

Exhibit 8.1

Exhibit 8.2

Exhibit 8.3

Exhibit 8.4

Exhibit 9.1

Exhibit 9.2

Exhibit 9.3

Exhibit 9.4.

Exhibit 9.5

Exhibit 9.6

Exhibit 9.7

Exhibit 9.8

Exhibit 9.9

Exhibit 9.10

Exhibit 9.11

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

Exhibit 10.6

Exhibit 10.7

Exhibit 10.8

Exhibit 11.1

Exhibit 11.2

Exhibit 11.3

Exhibit 12.1

Exhibit 12.2

Exhibit 12.3

Exhibit 13.1

Exhibit 13.2

Exhibit 13.3

Exhibit 14.1

Exhibit 14.2

Exhibit C.1

Exhibit C.2

Exhibit C.3

Exhibit C.4

Exhibit C.5

Exhibit C.6

Exhibit C.7

Exhibit C.8

Exhibit C.9

Exhibit C.10

Exhibit C.11

Exhibit C.12

Exhibit C.13

Exhibit C.14

Exhibit C.15

Exhibit C.16

Exhibit C.17

Exhibit C.18

Exhibit C.19

Exhibit C.20

Exhibit C.21

Exhibit C.22

Exhibit C.23

The Complete Guide to Mergers & Acquisitions

PROCESS TOOLS TO SUPPORT M&A INTEGRATION AT EVERY LEVEL

Third Edition

Timothy J. Galpin and Mark Herndon

Cover design by Wiley

Cover image: © iStockphoto / STILLFX

Copyright © 2014 by John Wiley and Sons. All rights reserved.

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Library of Congress Cataloging-in-Publication Data

Galpin, Timothy J., 1961-

The complete guide to mergers and acquisitions : process tools to support m&a integration at every level / Timothy J. Galpin.— Third edition.

1 online resource.— (The Jossey-Bass professional management series)

Includes index.

Description based on print version record and CIP data provided by publisher; resource not viewed.

ISBN 978-1-118-82726-0 (pdf)— ISBN 978-1-118-82702-4 (epub)— ISBN 978-1-118-82723-9 (hardback) 1. Consolidation and merger of corporations— Management. I. Herndon, Mark, 1960- II. Title.

HD2746.5

658.1′62— dc23

2014016231

FIRST EDITION

To my family, who have supported me throughout.

—T. G.

To Andrea and Natalie Grace,

Your love and laughter have sustained me through many intense M&A assignments.

—M. H.

List of Exhibits

Exhibit 1.1

Deals Then and Now

Exhibit 1.2

Spectrum of Integration

Exhibit 2.1

The Deal Flow Model

Exhibit 2.2

Map of M&A Process Stages and Issues

Exhibit 2.3

Pitfalls and Best Practices of the Formulate Stage

Exhibit 2.4

Target Company Prioritization Matrix

Exhibit 2.5

Pitfalls and Best Practices of the Locate Stage

Exhibit 2.6

Pitfalls and Best Practices of the Investigate Stage

Exhibit 2.7

Pitfalls and Best Practices of the Negotiate Stage

Exhibit 2.8

Pitfalls and Best Practices of the Integrate Stage

Exhibit 2.9

Pitfalls and Best Practices of Prudent Speed During Integration

Exhibit 2.10

Pitfalls and Best Practices of the Motivate Stage

Exhibit 2.11

Pitfalls and Best Practices of the Innovate Stage

Exhibit 2.12

Pitfalls and Best Practices of the Evaluate Stage

Exhibit 3.1

Thirteen Key Areas of Due Diligence

Exhibit 3.2

Iterative Process of Due Diligence

Exhibit 3.3

Due Diligence Project Structure

Exhibit 3.4

Integration Synergy Prioritization

Exhibit 3.5

Cultural Comparison Matrix

Exhibit 3.6

Key Talent Identification Matrix

Exhibit 4.1

Staggered Pattern of Declining Productivity, Morale, and Performance

Exhibit 4.2

The Resistance Pyramid

Exhibit 4.3

Meeting Resistance with Action

Exhibit 5.1

The Merger Integration Work Streams Model

Exhibit 5.2

Key Work Stream Components

Exhibit 5.3

Leadership Is a Top Success Criteria but Often Ineffective

Exhibit 5.4

Customized Deployment of the Work Streams Model

Exhibit 6.1

Common Integration Team Governance Model

Exhibit 6.2

Position Description for a Task Force Leader

Exhibit 6.3

Sample Kickoff Meeting Agenda

Exhibit 6.4

Task Force Planning Process

Exhibit 6.5

Process for Weekly Updates

Exhibit 6.6

Determine the Level of Detail for Task Force Plans

Exhibit 6.7

High-Level Summary Timeline

Exhibit 6.8

High-Level Summary Timeline: First 120 Days

Exhibit 6.9

Sample Consolidated Project Plan

Exhibit 6.10

List of Oversight Vehicles

Exhibit 7.1

Importance of Communication for Successful Integration

Exhibit 7.2

Communication Importance versus Effectiveness

Exhibit 7.3

Integration Areas Most Needing Improvement

Exhibit 7.4

M&A Partners' Communications Planning Framework

Exhibit 7.5

Stakeholder Assessment and Key Messages

Exhibit 7.6

Sample Communications Campaign Plan

Exhibit 7.7

Multiple Methods Maximize Impact

Exhibit 7.8

Example of a FRANK Integration Update

Exhibit 8.1

The Rerecruitment Needs Pyramid

Exhibit 8.2

Retention and Rerecruitment Planning Matrix

Exhibit 8.3

Manager's Guide to Retention and Rerecruitment

Exhibit 8.4

Retention and Rerecruitment Options

Exhibit 9.1

Organization Design Parameters

Exhibit 9.2

Effective Communications Matrix: Finance Function

Exhibit 9.3

Staffing Calendar Matrix

Exhibit 9.4

Recruiting Tips for Merger Staffing

Exhibit 9.5

Streamlined Staffing Process Model

Exhibit 9.6

Summary Position Description

Exhibit 9.7

NewCo Rating Form

Exhibit 9.8

Comprehensive Staffing Process Model

Exhibit 9.9

Sample Page from Assessment Survey

Exhibit 9.10

Sample Page from Score Sheet Matrix

Exhibit 9.11

Sample Page from Interview Guide

Exhibit 10.1

Four Areas for M&A Measurement

Exhibit 10.2

Integration Process Assessment

Exhibit 10.3

Development Process for Measuring the NewCo Organization's Basic Operations

Exhibit 10.4

Cultural Progress Check

Exhibit 10.5

Streamlined Synergy Project Verification Process

Exhibit 10.6

Example Master Synergy-Tracking Matrix

Exhibit 10.7

Example One-Page Synergy Capture Report

Exhibit 10.8

Merger Integration Scorecard

Exhibit 11.1

Cultural Integration Planning Matrix

Exhibit 11.2

“3D” Approach to Cultural Integration

Exhibit 11.3

Driving Cultural Integration with Redesigned Organizational Levers

Exhibit 12.1

Integration Roles for the Human Resources Function

Exhibit 12.2

The “Making Strategy Work” Model

Exhibit 12.3

Trends in Japanese Compensation

Exhibit 13.1

Extended Troubled M&A Integrations

Exhibit 13.2

Ten Symptoms of a Company Needing Merger Repair

Exhibit 13.3

Merger Integration Process Assessment

Exhibit 14.1

The “Not Invented Here” Syndrome

Exhibit 14.2

M&A Partners Enterprise-Level M&A Competency Model

Foreword: Building M&A Integration Capabilities as a Competitive Advantage

By Jim Jeffries

cofounder and chairman M&A Leadership Council

This book is not an introduction to merger and acquisition integration or even what defines good integration; rather it is the definitive “How To” book on M&A integration. Like the Second Edition before it, this will become the essential manual for successfully integrating organizations. The Third Edition has been updated to include a significant number of breakthroughs that have emerged over the last few years, and which now are validated as best practices that make a substantive difference in the financial, operational, and organizational performance of companies before, during, and after integration.