What is in this article?:
- Avoiding Discovernance: A Practical Approach to Post-Merger Integration
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Post-merger integration (PMI) is rarely straightforward, but most businesses find ways to make it slower, less effective and more expensive than it needs to be. This helps explain why, in study after study, so many acquisitions fail to deliver their expected value.
Why do deals fall flat? In our experience, it is far easier to build a rationale for the deal than to create a workable plan for transforming two companies into one. Even the most well-reasoned strategy, thoroughly vetted target and comprehensive financial model are of little value if you cannot integrate successfully.
The goal of PMI is to get the reconfigured company back in the marketplace as quickly and effectively as possible -- doing business in the ways the deal envisioned.That goal faces two deadly enemies: uncertainty and an excess of process and governance. The former is unavoidable, and the latter is usually self-inflicted.
Left unchecked, they will drain value from the deal. The good news is that both can be overcome with the same weapon: a lean, flexible, adaptive approach to identifying and resolving key operating decisions at the earliest possible moment. Timely decisions fuel every PMI activity. Tackle them aggressively and you will dramatically improve the odds that an M&A deal will deliver the anticipated shareholder value.
Uncertainty is a natural byproduct of every merger. As soon as a deal is announced, employees, the markets and competitors react with a mixture of panic, anxiety and opportunism. The success of an integration effort -- and the preservation of deal value -- requires that you manage uncertainty down. Unfortunately, many M&A team leaders elect to overpower uncertainty with an excess of unproductive diligence that we call "discovernance."
Discovernance is a one-two punch: exhaustive process discovery (in-depth analysis of how both businesses function) coupled with elaborate governance mechanisms meant to keep process discovery on track. Employees, outside advisors and consulting partners descend into the post-deal uncertainty and, despite good intentions, multiply the confusion. They painstakingly map current-state capabilities and set up cross-company integration teams and supervisory committees. Senior management then delegates important decisions to these proliferating bodies, which often gridlock in fear of making the wrong call. Time is lost.
Accountability weakens the more distributed it becomes. Lacking clear decision-making authority, many integration teams instead focus on adhering to the PMI process as prescribed by their advisors. But the effort to understand how things operate now postpones much of the decision-making that defines how the company will operate in the future. More time is lost.
Decision-centric PMI is a structured approach to decision-making. Used well, it can speed resolution of employee uncertainty and send clear, positive signals to the market. Its highest early priority is to make the foundational decisions that clarify the merged business's future operating model. These decisions become the focal point for much leaner process and governance -- whose only purpose is to help the new business resume competing in the market as quickly as possible.
Beyond the foundational decisions there are, of course, many smaller, more complicated subsets. Without structure, PMI can quickly become overwhelming. One of our clients, a high-tech manufacturer, was struggling to integrate a large target that would add important new capabilities to the business. In the past, the client had successfully absorbed much smaller firms, but the new target's size added deeper, harder-to-manage complexities. Lost in the weeds, the client needed a structured way to identify and prioritize key decisions, and understand the linkages between and among them.
We advised them to create an end-to-end value chain view of those key decisions. They broke down the target into its operational parts and specified decisions relevant to each part. In an aggregated view, they could quickly see links between those decisions and the other parts of the business. They could also see the divergent decision sets that cascaded through the business from each of four possible operating models, as shown in the following value chain example:
This value chain view allowed them to envision reasonably clear integration paths under different operating scenarios. It also facilitated making comparisons between similar functions at both companies. Once decisions had been made, it became easier to detect potential underlying integration risks and friction points. In cases where the target's operating practices were preferred, our client could see areas where it would need to develop new capabilities. For example, when leaders designated different strategies for two geographic markets, integration teams were able to request additional resources.
Early-stage decision-making is most productive when it involves only a handful of pivotal managers from the acquiring company. They should be seasoned, upper-mid-level operating executives -- typically people who know the most about how things actually get done. Such groups can tackle as much as 80 percent of key decisions in a single afternoon. As our client learned, team members can then move quickly to map out a preliminary integration path, noting decisions likely to slow the process. Their focus should be on potential bottlenecks where integration is likely to take longer, cost more, drive higher risks, or stumble over legacy business processes.
Together, these early decisions form a straw-man operating model that provides reliable direction. Yes, there will be some thorny decisions that require further deliberation. But, unlike the discovernance approach, work proceeds in the far more certain context of a known future operating model. In the many instances where decisions have been made, the path is clear and integration can begin in earnest. Where doubts remain or bottlenecks exist, governance committees now have a more productive delay-busting, problem-solving role.
In the case of our client, decision-centric PMI produced significant benefits that rippled beyond the company's first use of the method. Many operating decisions led to integration work that was standardized for future use. The client achieved repeatability, scalability and time-to-market reductions in its future planning. And because the underlying decisions seldom change, speed of decision-making became a useful benchmark for improving future integration efficiency.
To be sure, post-merger integration will always be arduous. But we believe our approach can increase your chances of success -- and save you from the self-inflicted delays of prolonged uncertainty and process-heavy discovernance.
Kris Denton is managing partner, Business Transformation, Americas, at Wipro Consulting, based in Chicago. Michael Vos is a partner, Business Transformation Practice, at Wipro Consulting, based in Orange County. Matt Dauphinais is associate partner, Business Transformation Practice, at Wipro Consulting, based in Minneapolis.