The Art of M&A Integration 2nd Ed by Reed Lajoux, Alexandra;

Short description:

When companies merge it is usually with the expectation that, in the end, the whole will be greater than the sum of its parts. Unfortunately as evidenced by the AOL Time Warner merger, one plus one all too often moves shareholder returns to the wrong size of zero. The reason for failed M&As most commonly cited by the experts? Poor post-merger integration.

Since 1997, the number-one resource for professionals in search of practical solutions to the thousand-and-one integration issues that can make or break a merger has been The Art of M&A Integration.

How can we avoid losing key employees? Which financial statements may be consolidated following a merger or acquisition? How can we preserve brand identity during the integration process? What's the best way to merge management structures? What are the biggest challenges to IT integration? How can we retain loyal customers following a merger?

Like its acclaimed predecessor, this second edition of Alexandra Reed Lajoux's classic guide provides complete, straightforward answers to these and every other common post-merger integration question. Based on extensive interviews with fifty of today's top experts, it advises you on how, and just as importantly, when to manage every contingency. It shows you how to develop a detailed post-merger integration plan, and arms you with checklists, calendars, flow charts, and other valuable tools to help smooth the transition. It also supplies you with an array of sample documents, including accounting forms, contracts, financial statements, legal agreements, and more. And, with the help of fascinating case studies of recent M&As--including Cingular-AT&T, Oracle-PeopleSoft, Nextel-Sprint, and Gillette-Procter & Gamble, to name just a few--it provides an unparalleled look inside some of the most notable successes and failures across industry sectors.

Thoroughly updated and revised, The Art of M&A Integration, Second Edition, features up-to-the-minute coverage of a variety of topics that have taken center stage over the past several years, including:

• New GAAP and FASB accounting rules
• The latest strategies for merging IT systems and processes
• Merging compensation plans
• New listing rules on the NASDAQ and NYSE
• The effect of Sarbanes-Oxley and new SEC regulations
• How recent mega-mergers are rewriting the book on M&A integration
• Cross-border integration issues impacting multinational M&As

From combining service operations to valuing trade secrets to merging pay systems, The Art of M&A Integration, Second Edition, supplies the expert insight, analysis, strategies and tools you need to successfully manage every aspect of a post-merger integration.

Execute a successful M&A integration with proven techniques from this completely revised classic

Culture clashes, misaligned information systems, customer defections, supply redundancies, conflicting management structures . . . these are just a few of the myriad corporate integration challenges that can scuttle even the most promising merger or acquisition. Your best defense against having your best-laid plans go up in smoke due to poor post-merger integration is The Art of M&A Integration, Second Edition.

Based on interviews with fifty leading experts, it provides the insights, strategies and tools needed to successfully manage every facet of a post-merger integration. In a convenient Q&A format, this fully-updated edition of Alexandra Lajoux's classic arms you with:

• Fascinating and instructive case studies of recent M&As both large and small
• Step-by-step guidance on how to develop a detailed integration plan
• Checklists, calendars, and other powerful tools to smooth the transition
• Up-to-the-minute coverage of the latest accounting rules and SEC regulations
• Dozens of sample legal and financial forms and documents
• Multinational M&A integration tips and tricks
• Expert insights into key ethical and relationship issues
• And much more

From reviews of the first edition:

“An indispensable guide for the greenest rookie and the most senior deal maker on the most critical part of putting two companies together. Covers every integration issue that needs attention.”
--Michael L. Davis, Vice President, Human Resources, General Mills

“Alex Lajoux travels beneath the surface to examine the true challenges and opportunities inherent in M&A integration. She provides great insight into the ethical and relationship issues and shows readers how to assess the post-merger environment and make informed decisions throughout the process.”
--Susan B. Lione, Vice President, Knowledge Assessment, The Institute of Internal Auditors

“Not only is this work an excellent overview of the complex myriad of issues arising out of corporate mergers, but it is also a superb summary of the major trends now impacting modern corporate governance.”
--Professor Charles M. Elson, University of Delaware

Long description:

Your roadmap to success in the world of postmerger integration

Nearly half of today's executives attribute M&A failure to poor integration between merging businesses. This thoroughly revised edition of The Art of M&A Integration provides you with updated facts on integration of compensation plans, new FASB and GAAP accounting rules, strategies for merging IT systems and processes, and more.

Your roadmap to success in the world of postmerger integration

Nearly half of today's executives attribute M&A failure to poor integration between merging businesses. This thoroughly revised edition of The Art of M&A Integration provides you with updated facts on integration of compensation plans, new FASB and GAAP accounting rules, strategies for merging IT systems and processes, and more.

Table of Contents:

PART ONE Prerequisites
Introduction and Acknowledgments
Chapter 1 Basic Definitions and Data
Introduction
The Meaning of Integration
International Considerations
Appendix 1-A: Postmerger Performance: A Review of the Research
Notes
Chapter 2 The Path to Integration
Introduction
Alternatives
Growing versus Shrinking
Building versus Buying
Keeping versus Selling
Integrating versus Managing Separately
International Considerations
Appendix 2-A: Postmerger Sell-Offs: How Common Are They?
Following Up on the 10 Largest Acquisitions of 1985
Appendix 2-B: Valuing the Divestiture Option
Notes
Chapter 3 Integration Planning and Communication
Introduction
Forming Integration Plans
The Role of Insiders in Planning M&A Integration
The Role of Outsiders in Planning M&A Integration
Integration Elements in the Merger Agreement
Internal Communication: Key Challenges
Formal External Communication of the Integration Plan
Taxable M&A Reporting
Communicating with Stakeholders
Merger Scenarios
International Considerations
More Is Better: A Case in Point
Appendix 3-A: Sample Mission, Team, and Timeline of Acquisition
Appendix 3-B: Communications Plan Matrix
Appendix 3-C: Integration Planning Worksheet
Appendix 3-D: Integration Plan Outline (Sample Outline Focusing on HR, Communications, and IT)
Notes
PART TWO Integrating Resources
Introduction and Acknowledgments 107
Chapter 4 Retaining and Integrating Human Resources
Introduction
Retaining Human Resources
Legal Issues
Cultural Issues
Merging Boards of Directors
Reshaping the Chairman and CEO Roles
Merging Senior Management Teams
Turf: Typical and Special Scenarios
Merging Sales, Merchandising, and Distribution Forces
International Considerations
Appendix 4-A: Sample No Compete Agreements
Appendix 4-B: Human Resources Integration Planning Grid
Notes
Chapter 5 Integrating Financial and Tangible Resources
Introduction
Acquisition Accounting for M&A (under GAAP)
Enhanced Financial Reporting for M&A (Non-GAAP)
Valuing and Combining Tangible Assets
International Considerations
Appendix 5-A: Selected Unaudited Pro Forma Condensed Combined Financial Data (in thousands, except per share data)
Notes
Chapter 6 Integrating Reputational and Other Intangible Resources
Introduction
The Challenge of Company Name Changes
Managing Brand Identity after a Merger
Integrating Mission Statements
Valuing and Combining Intangible Assets
International Considerations
Appendix 6-A: Sample Vision Statements from Companies Involved in Mergers
Appendix 6-B: Branding Case Studies
Notes
PART THREE Integrating Processes
Introduction and Acknowledgments
Chapter 7 Integrating Management Systems
Introduction
Integrating Organizational Structures
Sharing Space
Sharing Goals
Sharing Standards
Sharing Services
Integrating Processes for Product or Service Design, Production, and Supply
Integrating Internal Financial Controls
International Considerations
Appendix 7-A: Types of Organizational Structure
Appendix 7-B: Internal Control—Integrated Framework: Excerpts from the Original COSO Report
Appendix 7-C: Benchmarking Postmerger Integration of Internal Control: A Sample Guidesheet
Notes
Chapter 8 Integrating Compensation Plans
Introduction
Postmerger Compensation Basics
Planning Pay Integration: A Strategic Overview
Merging Benefit Plans
Disclosure and Trading Rules
International Considerations
Appendix 8-A: Pay for Performance
Notes
Chapter 9 Integrating and Enhancing Technology and Innovation
Introduction
Postacquisition Knowledge Management
Integrating Technologies: The Big Picture
Integrating Systems for Research and Development (R&D)
Valuing and Combining Patents and Trade Secrets
International Considerations
Appendix 9-A: IT Buzzwords for the Twenty-First Century
Appendix 9-B: Integration Planning Worksheets
Appendix 9-C: Integration Planning Worksheet for IT
Appendix 9-D: Information Security Program Elements
Notes
PART FOUR Integrating Corporate Responsibilities—Fulfilling Stakeholder Commitments
Introduction and Acknowledgments 355
Chapter 10 Fulfilling Commitments to Customers and Suppliers
Introduction
Commitments to Customers
Legal Aspects of Customer Relations
Postmerger Pricing
Postmerger Quality Management
Continuity for Customers
Commitments to Suppliers
Legal Aspects of Supplier Relations
Key Supplier Issue: Postmerger Outsourcing
Continuity for Suppliers
Technological Considerations for Customers and Suppliers
International Considerations
Notes
Chapter 11 Fulfilling Commitments to Shareholders, Bondholders, and Lenders
Introduction
Commitments to Shareholders
Owners/Investors
Building Shareholder Value
Postmerger Returns
Legal Aspects of Shareholder Relations
Commitments to Bondholders
Bondholders
Commitments to Lenders
Lenders
International Considerations
Appendix 11-A: Simple Formulas for Calculating Shareholder Value
Notes
Chapter 12 Fulfilling Commitments to Employees and Communities
Introduction
Commitments to Employees
The Context for Commitments
Commitments to Communities
International Considerations
Notes
APPENDIXES
Appendix A: Acquisition Process Overview
Appendix B: Sample “Assets” Checklist of Resources, Processes, and Responsibilities
Appendix C: Pairwise Comparison
Appendix D: Sample Integration Planning Process (as shown in Table 3-1)
Appendix E: Sample Press Releases
Appendix F: Screen Shots from an M&A Planning “Cockpit”
Appendix G: Baldrige Self-Analysis Worksheet for Quality Assessment (optional)
Index