Why M&As Fail

June 24, 2014

HindenbergAccording to one study, (Selden & Colvin, 2003, Harvard Business Review) nearly 80% of mergers or acquisitions fail to reach their initial performance targets.

Not all of those crash and burn, but the results are none-the-less disappointing.

The reasons for these failures are as numerous as leaves on a tree. I believe there are some conditions that align to stack the odds in the direction of failure rather dramatically. Here are ten examples:

1. Perspective Problem

When first contemplating a merger, the benefits are rather easy to see and to quantify.

The problems or impediments are far more numerous, yet most of them are hidden from view, like bats in a cave. They will eventually come out and swirl around us, but at the start we do not know the magnitude of the problems.

If we are lucky, and we picked the right cave, the problems will be small and manageable, but if we are unlucky, the sky can turn black with a swarm of issues, and our safety nets are woefully inadequate.

2. Over Enthusiasm

The senior leader “falls in love” with the concept of the merger and loses a sense of reality.

If anyone dares to question the sanity of what is being contemplated, that person is dubbed a non-team-player and sent off to the minor leagues.

Just as love can be blind, managers can ignore the symptoms of problems until it is far too late. Then, all that can be done is to mitigate the damage.

3. Focus on Financials

The deal is conjured up as a financial arrangement having to do with ownership of property, technology, and processes.

The cultural aspects of getting people to work together effectively is assumed until the deal is struck.

The polarization between groups and the interpersonal hassles metastasize throughout the organization and become untreatable very quickly.

4. Wrong People on the Bus

During the run up to a merger, people are aware of what is going on, even though there is a laughable charade of secrecy.

The highest performers recognize the risk and have their alternate landing spot already selected. By the time of the announcement, some of the best people already have job offers elsewhere.

The poorer performers hunker down in the trenches and become problems to deal with after the news is announced.

5. Lack of Trust

The games played during the due diligence and negotiation end up destroying trust within both organizations, and neither group has much trust in the other entity.

Building up a culture of high trust is a daunting task under the best of conditions, and trying to do it amid the chaos of a whole new organization is about as likely as the sun turning blue.

6. Stiffing the Customer

The customers of both organizations don’t care a whit about the integration. They just want seamless service and excellent quality products on time.

When both organizations are urgently focused on stamping out internal problems and redefining their processes, there is little focus on satisfying the established customer base.

In hundreds of ways the poor customer’s needs get shoved to the back burner every day. Since there are alternatives, it does not take long for smart customers to turn elsewhere.

7. Uncertain Environment

People at all levels are petrified. They really do not know their future, and they just hang on until the dust settles.

Teamwork is pretty rare, and everyone is looking out for number one. Meanwhile the work is not getting done as before because people are not getting clear marching orders.

8. Spotty Communication

Since a good portion of the discussions are supposed to be secret (which is a true sham since everyone in both organizations knows what is going on) little credible communication is coming out of the top level.

This environment is a perfect incubator for rumors and gossip that only add more instability to an already fragile system.

9. Faulty Assumptions

Many of the procedures must be recast with both groups having to change in some ways. It is common for both groups to feel they have been “taken over” and forced to revamp their culture to accommodate the other entity.

Bitter feelings arise as people would rather live in the world that existed before. Of course that is not possible, so there is a grieving process going on, just when the organization needs people to be at their best.

10. Chaos

You can observe true chaos in one of these situations. It is as if a major earthquake just hit off the coast, and people on the island are scrambling because of the tsunami to follow. Not much constructive work is happening during this time.

These are just ten of the conditions that make the M&A process so chancy. There are dozens of other negative things going on as well. It is no wonder the track record of success against the goals is so low.

My new book, Trust in Transition: Navigating Organizational Change, explains how to improve the odds dramatically by focusing equal energy on the cultural parts of the integration as the mechanical process. Doing this mitigates all of the problems listed above and gives a fighting chance for success, despite the issues.

Trust in Transition Cover060The book will be launched on August 18, 2014 by ASTD Press and is currently available for preorder. The book is about how organizations must do a better job of preserving and enhancing trust when they go through changes such as reorganizations, mergers, acquisitions, or other restructurings. Your purchase of the book includes access to a set of videos that enhance several of the key points. For a video introduction to the book, click here.


Please Help Me Understand

August 26, 2012

On a daily basis, we experience situations where we are at odds with the actions or words of other people. It is human nature to disagree with other people at times. How we handle ourselves when this happens determines our quality of life, because it will establish how the rest of the world reacts to us.

John Wooden, the iconic basketball coach of UCLA, used to challenge his teams to learn to “disagree without being disagreeable.” We need to find the words to signal a disconnect without short-circuiting relationships. If you listen to people as they interface about their differences, you will hear all kinds of phrases that cause an increase in heat within the conversation. Here is a small set of examples you will recognize:

• What makes you think that…
• How could you possibly believe that…
• Who died and made you the queen of…
• You are not only wrong, you are stupid if you…
• What part of “NO” don’t you understand….
• Don’t you see! My way is better because…
• You never listen to me…
• If you believe that, I have a bridge to sell you…

There are millions of ways to humiliate other people when we disagree with their words or actions. Note that the statement may be current or past, written or verbal, and the action may be historical, or something that just occurred. What we need to do is suppress the human urge to blast the other individual and seek a more politic way to have an adult conversation.

The four word phrase, “Please help me understand…” is an excellent one to use as long as it is not given with a sarcastic tone of voice. Reason: The phrase does not start by putting the other person down. It is shorthand for a message indicating open mindedness but also some confusion about what the other person is saying or doing. It does not assume the other person is clueless, underhanded, dishonest, or has any other character flaw.

The phrase simply asks for more information. It calls into question the action or statement without violating the other person. It may not work in every application, since we are all different. Some individuals might even read something negative into the phrase. I think it has a lot to do with what is in the heart of the sender.

By sending a polite signal about a disconnection with the other person, it gives him or her time to rethink what was said or done to see if it was too edgy. Often just this little nudge will cause the person to reframe the action or statement into something more reasonable. It is also an honest way to stop the conversation for a gut check on reality.

When you are tempted to blast a co-worker for something said, written, or done, think about saying “Please help me understand,” and you will see a more helpful and constructive reaction in most cases.


Don’t Do A Survey

February 26, 2012

In most organizations, when managers want to know how people are feeling, they do a QWL (Quality of Work Life) survey to find out. I there are more direct ways to identify what people are thinking. By simply discussing the need for a survey, the most insightful data is already spilled all over the table. To mop it up, you need to improve the level of trust in your organization.

Taking an employee engagement survey usually does not reveal trust weaknesses or their causes because in low trust environments people will either not be totally honest or be turned off by yet another survey to gather data.

Most people believe the data will sit in a desk drawer anyway, and it will not provide real change. How many times have you heard employees say, “They keep doing these satisfaction surveys, but nothing ever changes around here”?

Taking a survey feels like progress to a management team with their hearts in the right place. They believe they can dig in and really understand the problems in depth, but I believe there is a far easier and more accurate way to get the data in most cases.

In an environment of high trust, the information about what is working well and what needs to change is as ubiquitous as the air we breathe. People do not need to fill out boxes in a computerized screen to identify the most pressing needs. Improvement opportunities will be offered up continuously, and action can be taken immediately, not after 11 staff meetings to discuss the 27-page summary of the employee satisfaction survey.

The illusion of progress made by taking a survey happens in nearly every organization because managers are not thinking of alternative methods. Besides, the survey gives managers something to talk about and point at to demonstrate they care and are trying to understand.

A better way to make progress is to identify which management behaviors are causing people to hold back the truth out of fear for their job or something else. Rather than contemplating an employee satisfaction survey, Management should be asking themselves questions such as:

1. How can we change the culture to eliminate the need to take surveys in the future?

2. How can we modify the way we interact with people so we always know what is on their minds when problems are small and can be easily resolved?

3. How can we get more time in the workplace to chat with people rather than be cooped up in our offices composing e-mails, or sitting in boring meetings?

4. How can we continually test our understanding of what is happening in the hearts of people by listening and watching their body language?

5. Why do we have an insular management team? When we look around the room, why do we not see more workers in our meetings?

6. Why do the people think our values are not consistently practiced? We say people are our most valuable asset, but do we always make decisions that support that ideal?

7. Why are our goals not fully understood or supported by the people doing the work?

If management energy is focused on creating a real environment where people are not playing games with each other in order to survive, then improvement ideas will flow like water down a mountain stream. If the culture is frozen by fear, the resulting ice makes it necessary to have a blast from a survey in order to move the water, and the data will not be accurate due to fear or apathy.

The survey blast does not change the underlying cause and thaw things out to a more fluid state. It only temporarily provides questionable data so there is an appearance of progress. If managers and leaders would ask questions like the ones above and seek to gain information in those ways, the progress will be far easier to achieve and more robust.


Tyrant or Bully?

September 11, 2011

If you had to give one adjective to describe your boss, which one would you choose? Many people would select a positive adjective such as benevolent, caring, trustworthy, empathetic, passionate, or loyal. Others would choose a more neutral word like efficient, logical, helpful, kind, or fair. Still others (perhaps too many) would use an extremely negative word like demeaning, overbearing, spiteful, hypocritical, tyrant, or bully. In this article, I wanted to put the last two words under the microscope and examine what they mean and how leaders can take steps to avoid being viewed as either one of these adjectives.

In contrasting the two words, let’s first look to the dictionary. Here are the official brief definitions:
Tyrant – cruel or unjust ruler.
Bully – one who hurts or threatens weaker people.

The two concepts are not the same for sure, but they do overlap. It is easy to think of a leader who is a tyrant as someone who is also a bully. Can you imagine any tyrant who is not also a bully? I cannot. Likewise, a bully may or may not also be a tyrant. Most of us would agree that too much of a tendency in either of these directions will lead to low motivation or fear among the workforce.
The distinction in my mind is that a true tyrant needs to rule the roost, but a bully can be satisfied just pushing people around mentally or physically. The bully does not need absolute control to do his or her damage. In the everyday exchanges between people, the bully simply fails to take the feelings of others into account and insists on his or her way. The bully resembles a bulldozer and has a distorted mental image of what it is to be a leader. The bully feels superior to the “little people” and is convinced he or she is justified in pushing through the chosen decisions. Reason and analysis are generally not accepted by the bully.

If you have a boss who is either a tyrant or a bully, which one is easier to change? Changing the mindset of a tyrant is nearly impossible. It would take a life-changing event or some kind of miracle to reverse the aberration. Reason: the tyrant simply has no inclination to change and will not do so unless dethroned by edict or coup. The bully may be more curable by reasoning that often this person is operating at cross purposes to what he or she really wants to achieve (I will use the male pronoun for the remainder of this article to simplify the text).

In the workplace, the bully boss pushes people around as an expedient to get things accomplished without having to explain, rationalize, or debate. The bully also has a habit of blustering at people in order to get them to back off. Often, this pattern is a carryover from playground encounters as a child. The bully who has perfected his methods has an easier time in life at the expense of others. The impact of working for a bully boss usually leaves people in a state of very low motivation. This means that the more a boss bullies people, the less cooperation he will get, and eventually his goals will be compromised. If you can get a bully to recognize that he can get more of what he wants by taking a different approach, then you might have a more coachable person.

The most a bully can expect to get is tepid compliance, when to do well in this environment, any boss needs passionate enthusiasm. By training the bully to change his approach to people, we actually can educate him that there is a better way to get what he really wants in the long run. Sure, for the bully, being more participative may not be as much of a sport, but if it ultimately means more money in his pocket, there may be impetus to change.

If you work for a tyrant, chances are this person is also a bully. You can gain on the situation by helping the bully side become less dominant. That is real progress, and when the bully sees the positive changes in attitudes and improvements in productivity that accrue from reform, it may go a long way to softening the tyrant inside. It is a kind of momentum that can take over. When the bully really understands that a better existence is possible, changes in behavior follow easily. If you reinforce the new behaviors and ascribe them to the boss’ different habits, then he is likely to want more of the benefits, which will result in lower tendency to be a tyrant.


Who is “On The Bus” After a Merger?

December 11, 2010

Whenever two groups merge, there is a change in personnel and positions. Typically, there are fewer slots after a merger, so some staff are let go. Often, this winnowing process goes all the way to the top of the organization. A huge conundrum for the health of the business is how to keep the right people on the bus and get the wrong people off the bus.

During the assimilation process after the merger is announced, there is normally an evaluation period where top brass figure out how many positions there are going to be and then seek to fill those slots with the best qualified individuals from the talent pool of the combined groups. After the selection process, the remaining people will receive some painful but expected news.

This process is what appears to be the ballgame with personnel after a merger. Actually, I believe the real ballgame happens long before the official selection process, and top management had better do the right things then or some of the most talented individuals will not be in the crowd when the selection process begins. Long before the announcement of a merger is made, people in both camps are at least vaguely aware that something is afoot. In most situations, the rumor that there is going to be some kind of a major discontinuity has been circulating for months.

People in both organizations are justifiably nervous when facing some unknown hazard that is bound to create casualties. In my own experience, I have noticed that even the highest performing individuals are unnerved enough to start questioning their longevity, at least to themselves. The very best and most marketable individuals have a good chance to land comparable or superior positions in other, more stable, organizations. So, the most valuable people start looking for alternatives long before any forced ranking of staff members takes place.

On the flip side, the least talented people or the ones who are lazy or have interpersonal issues recognize that they are vulnerable. They also realize they are not going to find many opportunities on the outside, so they hunker down and prepare to defend themselves through legitimate or fraudulent tactics. Their objective is to stay in the game if at all possible, and they will do whatever is necessary to ensure that when the music stops they are near an empty chair. This may involve some unfair pushing and shoving.

One of the very first actions top management should take is to identify the critical few people they need to be around for the afterlife in the merged configuration. These people need to be informed that their place in the new order is assured, and it will mean a better existence for them. Of course, that is a tall order because the truth is that there are far too many unknowns in the months running up to a merger to legitimately assure anyone of anything.

In this situation, some kind of contingent bonus may be helpful. Stock options are often used as a tool here because payment can be substantial, but it only occurs when the organization itself thrives. People will think twice about leaving a $100K job to go to a new organization if they can see a potential $1M payout in stock options if the merger is a success.

The downside of any bonus incentive is that of fairness. Basically, top management is singling out a few of the best people (in their opinion) to incent to stay. That will unnerve the mass of people in the middle who believe they are contributing just as much to the prior organization as the fair-haired individuals, but are not receiving an incentive to stay. That sends a chilling signal that impacts motivation and productivity for the majority of people at the very time when the due diligence process is examining the numbers for valuation purposes. This problem can be mitigated if the performance evaluation system in place is sensitive enough to already single out the top 5% of individuals, so any retention incentive can be thought of as an adjunct to the normal performance management process.

Monetary incentives are not the only tool managers can use to allow key individuals to know they are valued during a merger. Simply having a candid discussion about the situation with individuals can go a long way toward having them want to stay on the team. Of course, it is always a good strategy to let the best people know they are valued, but the benefit of doing it is amplified significantly during the months running up to a merger announcement.

Another idea is to have people serve on planning groups that are charged with assembling data for the due diligence process or in developing the communication roll out. When individuals are included in active work to accomplish the merger, they instinctively know there will be a place for them once the dust settles.

Having the right people on the bus following a merger is the most critical consideration governing the success of the effort. I believe it is essential for top management to take steps to ensure the best people stay. These actions need to be accomplished during the conceptual phase of a merger and not while the formal integration process is unfolding.


Merger Miseries 5 – Mini Mergers

October 4, 2010

This is the fifth in a series of articles on the trials and tribulations of mergers and acquisitions. The topic for this episode is “mini mergers.” Every day in the news we hear about the mega mergers between giant organizations like airlines and automobile companies. These consolidations typically involve billions of dollars and take many months or even years to accomplish. The moves are the subject of constant Wall Street and popular business press analysis. In reality, there are literally thousands of smaller mergers, acquisitions, or restructurings that go on every day. These smaller but more numerous actions, when taken in aggregate, dwarf the mega mergers in terms of total impact, even though they do not get as much attention.

Any activity to change the way a unit goes about accomplishing its mission is a form of change that involves restructuring the roles of people. The activity goes under a wide spectrum of names, like: reorganization, merger, restructuring, downsizing, acquisition, reengineering, work-out, process improvements, Lean Six Sigma, and layoffs. Regardless of the name, each of these efforts is designed to make the resulting organization more effective than the prior pieces. The problem is that in roughly 80% of the cases, the activity consumes more resources than planned and is far more troublesome than anticipated.

Unfortunately, the tendency is to focus on the mechanical nature of the action with little planning on the consequences on people. For example, if a merger of two groups within a corporation is contemplated, far more energy typically will be spent on the timing of the move and the layout of the new office than on what changes will need to be made to the way people work together during and after the merge. The procedural issues and training needed are usually given short shrift until the mechanical merger is consummated, which misses an excellent opportunity for people to become invested in both the process and the outcome. The typical sequence almost guarantees a lapse in customer service and great consternation among the workers while managers try to sort out the mess.

There is a solution to the problem. It is to begin by addressing why we need to do something in the first place. If we need to be more competitive in order to compete with a new worldwide market, then start by discussing this problem with the people in the organization. Take the time to solicit creative ways to solve the problem that may or may not involve a restructuring of units. Let the individuals affected come to the conclusion that if the organization is to survive at all, something significant needs to be done.

Then, when the topic of combining units comes up, it is born out of involvement with the impacted groups. They can help configure the mechanical set up of the merged entity, and also begin to plan for the impact on people long before the actual event. They can set up groups whose job it will be to take care of customer issues with “one voice” while the organizational turmoil is going on. They can establish training programs for individuals who need to learn different functions. They can help people who are impacted find a path to a viable future inside or outside the old organization. In other words, the impacted people can and should help figure out what to do before the mechanical merger begins.

Involving people is often avoided out of fear that impacted people might get angry and start some forms of sabotage. It is true that there is some risk of that kind of problem, but it is far better to take this risk with eyes open and manage it intelligently. Reason: The vast majority of individuals will act responsibly when they are treated like adults and given some ability to shape their own destiny. Even though considerable pain is involved, a company can get through a transition phase quickly and with grace if top management allows people at all levels to be part of the design process.