Career

Is Your Organization Ready to Mitigate Culture Risk in M&A Deals?

4 April, 2019
  • Jeff Cox

    Senior Partner and Global M&A Transaction Services Leader, Mercer

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“It all goes back to people and behaviors and their understanding of precisely what they’re supposed to do differently in the new organization.”

Culture matters. It is a simple, enduring message that applies to virtually everything in today’s world, but it could not be more relevant than when it comes to driving economic value for stakeholders and shareholders of merger-and-acquisition deals. When integrating the workforce of a newly formed organization and protecting reputation risk, ignoring culture is not an option.

In a workforce context, culture is about individual behaviors that deliver business outcomes and how operational drivers can be leveraged to reinforce those behaviors. Cultural alignment is critical for effective organization change in M&A. This alignment calls for a clear business strategy, an understanding of deal rationale and the requisite integration risks in order to successfully execute any transaction.

Culture establishes the foundation for the operating model, which in turn defines the requirements for the talent platform — such as the skills required, expected behaviors, and drivers like pay and rewards plans. Outcomes and results are what matter, so they must be measured to direct any actions required to mitigate integration risks.

New research from Mercer has revealed the importance of mitigating culture risk to drive M&A deal value, with key findings from 1,438 voices from 54 countries who collectively worked on 4,000+ deals on both the buy and sell sides in the past 36 months. Insights were gleaned from four stakeholder groups — M&A Advisors, Business Leaders, HR Professionals and Employees. In all, these stakeholder groups work for companies employing more than 43 million people around the world.

Mercer’s survey found that 43 percent of M&A transactions worldwide experienced serious cultural misalignment which caused deals to be delayed or terminated, or purchase prices to be negatively impacted. In addition, 67 percent experienced delayed synergy realization due to culture issues.

In addition, 61 percent of respondents selected “How leaders behave, not just what they say” as the number one driver of organizational culture. “Governance and decision-making process” (53%) and “Communication style and transparency” (46%) also ranked highly. Deal makers also said that 30 percent of deals fail to ever achieve financial targets due to problems arising from cultural misalignment, including productivity loss, flight of key talent and customer disruption.

Leadership Steps to Engage the Workforce during M&A change

Significantly, 36 percent of the participants (from 47 countries) identified the Top leadership opportunity to create stronger cultural alignment in M&A and engage the workforce. These Top 5 actions are in rank order and make up 86 percent of these responses.

Additionally, from Mercer’s work on more than 1,200 deals annually (60% cross-border), leadership’s ability to embrace change, adopt agile decision-making and prioritizing timely execution is emerging as the key organizational and cultural competency of successful acquirers.

It all goes back to people and behaviors and their understanding of precisely what they’re supposed to do differently in the new organization.

Management Pressure, National Patterns

There is significant pressure on management during M&A transactions. As a result, leaders are frequently distracted from timely follow-through on stated business strategies and goals. It is also not uncommon for leaders and senior managers to poorly communicate the deal rationale to the “rank and file” employees. These tendencies can and do negatively impact financial performance.

Key executives can collectively agree on any number of critical integration objectives, but if any one of them acts counter to the plan they settled on as a group, it can seriously derail execution.

Corporate culture is, of course, predicated on many things: a company’s nation of origin, the type of talent it calls for, the industry it is part of and so on. Mercer asked a panel of M&A advisors who collectively have over 200 years of experience working on global transactions about particular national buyer patterns and behaviors across geographies. The objective was to better understand different national characteristics to cultural behavioral patterns that would affect integrations and impact the likelihood of deal success. The focus was on four key areas that impact integration: risk tolerance, retention of management post-close, clearly assigned governance and decision-making rights, and alignment of rewards with business outcomes.

The panel identified several national characteristics that have implications for cross-border M&A. For example, Japanese and Chinese buyers display an enormous risk tolerance to put forth a winning bid. These same buyers are very reluctant to take proactive steps to create immediate post-close (operations and/or structural) change, being more comfortable with the status quo. Most buyers adopt a 100-day change plan immediately post-close, whereas Japanese buyers are more comfortable with a 1,000-day change plan.

This research -- and client experience -- reveals a proven path to mitigating culture risk in M&A. Buyers can position senior leadership and deal teams to better understand the financial risk embedded in cultural misalignment of a target by adopting the following principles:

  • Recognize cultural misalignment as an operational and reputational risk
  • Set and socialize a clear deal thesis, complete with intended operating competencies and talent gaps to be acquired from the target with all stakeholders involved in your diligence process.
  • Insist on cultural diligence when you are in exclusives with a seller, including “one on one” time with senior target management who are aware of the potential transaction.
  • Document and quantify target operating “red flags” and inconsistencies (say vs. do), pricing them into the deal.
  • Exhibit a willingness to walk away from cultural “deal breakers,” as you would financial irregularities.
     

Indeed, the evidence is strong that senior management stumbles over cultural issues in M&A. However, in today’s competitive M&A markets, select business leaders are prioritizing culture during due diligence and integration, leveraging a disciplined, analytical and practical approach. Those same leaders are better positioned to identify realistic synergies between the two companies and the best timing for integration into the acquiring company.

As a recent report of the NACD Blue Ribbon Commission on Culture as a Corporate Asset put it, it’s vital to recognize that if culture is left to chance, it can absorb precious energy and put the brakes on the new organization’s achieving its purpose and strategic goals. But if led and managed well, culture is the rocket fuel for delivering value to stakeholders. 

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Another important factor is ensuring these employees are not victims of age discrimination — a common prejudice that often goes overlooked even in organizations committed to employment equity and that embrace the most comprehensive Diversity & Inclusion strategies. A Global Workforce of Experienced Employees   Mercer's "Next Stage: Are You Age-Ready" report reveals that, though populations across the world are living and working longer, the Asia Pacific region is feeling the greatest impact from a rapidly emerging generation of experienced employees. In fact, the report states that there will more than 200 million people age 65 and older between 2015 and 2030. Japan is becoming the world's first "ultra-aged" population, where those over 65 years of age will comprise more than 28% of the population. Hong Kong, South Korea and Taiwan — designated as "super-aged" populations — are not far behind, with more than 21% of their citizens soon becoming 65 and older. 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Pat Milligan | 19 Dec 2019

Life expectancies have risen sharply in recent decades, from an average age of under 53 years in 1960 to 72 years in 2017. And in high-income countries, the average life expectancy is closer to 80 years of age.1 Given longer lives and longer work lives across the globe, fewer people today are adhering to a career model defined by three key phases of professional working life: school, work and retirement. Instead, a multistage life is increasingly common — one in which individuals may go in and out of the workforce, work part time or join the gig economy, and get new training or credentials in midlife or later. As workforces live longer and delay retirement, employers are struggling to evolve models, practices and policies that align with this new reality. To permit people to extend working life and remain productive into older age, employers must become "age ready" — or risk losing out on the benefits this growing segment has to offer. Another important factor is ensuring these employees are not victims of age discrimination — a common prejudice that often goes overlooked even in organizations committed to employment equity and that embrace the most comprehensive Diversity & Inclusion strategies. A Global Workforce of Experienced Employees   Mercer's "Next Stage: Are You Age-Ready" report reveals that, though populations across the world are living and working longer, the Asia Pacific region is feeling the greatest impact from a rapidly emerging generation of experienced employees. In fact, the report states that there will more than 200 million people age 65 and older between 2015 and 2030. Japan is becoming the world's first "ultra-aged" population, where those over 65 years of age will comprise more than 28% of the population. Hong Kong, South Korea and Taiwan — designated as "super-aged" populations — are not far behind, with more than 21% of their citizens soon becoming 65 and older. Increasing life expectancies have forced mature employees to face some difficult decisions. While many continue working out of a desire to learn new skills, connect with others or satisfy a desire to contribute to society, some aging workers don't have that choice. Instead, these employees continue working simply to finance the costs of their extended lives. Getting older is expensive, and weakening pension systems, poor savings habits in a context of inequalities in income growth, and low interest rates have all conspired to undermine the security once taken for granted by those nearing retirement age. Aging workers who opt not to retire present their employers, as well as incoming generations of younger workers, with unprecedented challenges and opportunities. Dispelling Preconceived Notions and Biases   Though workplaces around the world have greatly improved their efforts to curtail discrimination related to an employee's race, sexual orientation and gender, efforts to address age discrimination are often overlooked. Here are some of the most entrenched and damaging myths concerning seasoned employees, according to Mercer's Next Stage report: 1.  Myth: "Experienced workers are less productive." Truth: Extensive research dispels the myth that job performance declines with age. 2.  Myth: "Experienced workers have difficulties learning new skills and technologies." Truth: The hurdle here is not that these workers have difficulties learning new skills, but rather they often haven't previously received the training necessary to advance certain skills or knowledge. However, research shows that 85% of workers, including experienced employees, actively seek opportunities for skills development and technical training to enhance their career development possibilities. 3.  Myth: "Experienced workers are more costly." Truth: Pay can be higher for increased age (and responsibility) but older workers can significantly reduce costs for employers in other ways, like through reduced turnover rates. In Mercer's data, some drop off in pay for the same level of job is experienced as workers age. Mercer's penetrating research and analysis on the productivity levels, learning intent and capacities, and employer expenses related to experienced workers reveals a much more nuanced and complex relationship between older employees and their younger colleagues. Even in study cases where older workers did show lower individual productivity levels, the assessments did not account for key nuances, such as the time dedicated to mentoring, training and guiding others instead of focusing on their individual performances. Expanding the Value of Experienced Employees   Businesses must learn to capitalize on the talents, skills and potential of mature employees who are postponing retirement. Mercer's Global Talent Trends 2019 report states that the integration of modern technologies into corporate HR systems presents older employees with powerful tools that can teach them new, valuable skills. In addition, these technologies provide them with curated career development paths using specialized learning functionalities and predictive software algorithms. Corporate learning platforms can be used to shape content relevant to a particular ambition, close a skills gap or build connections among peers who can share expertise. Curated learning programs also allow employees to develop at their own pace and earn credentials based on benchmarks determined by personal career objectives. Professional development opportunities for experienced employees are also limited by many employers' inability to accurately assess the value and scope of their contributions. Mercer's Next Stage report argues that experienced workers can contribute significantly to organizational performance through their deep institutional knowledge, social capital specific to the business and technical or content expertise honed from years of on-the-job practice. Also, critical soft skills, such as listening, communicating, collaborating and team building, are commonly undervalued. Businesses that rely on common proxies for performance, such as performance ratings, promotion probability and pay, are likely to under-appreciate the contributions of their experienced workers and miss opportunities to better leverage their work. By maximizing the value and potential of experienced workers, employers can create new professional development opportunities that leverage these workers' experience, expertise and life-knowledge. With age comes wisdom. When empowered, experienced employees can lead their companies into the future — guided by their invaluable experience with the past. Sources: 1. "Life expectancy at birth, total (years)." The World Bank, 2017, https://data.worldbank.org/indicator/sp.dyn.le00.in

Fabio Takaki | 19 Dec 2019

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"I hope that I can be an honourable portrait for Saudi women."4 Ms. Lubna Olayan is also an influential leader in Saudi Arabia. For more than 30 years, she was the CEO of Olayan Financing Company, the holding company through which The Olayan Group's trading, real estate, investment, consumer and industrial-related operations are conducted in the Gulf region. She has received numerous awards and recognition, including landing in Time's list of the 100 most influential people in the world, Fortune's list of Most Powerful Women and recognized as a champion of women's economic empowerment.5 Why Gender-Balanced Leadership Matters   Women leaders such as these are helping to advance and make a shift in the gender balance in the region's financial sector. While they represent progress, there is still much to be done. Governments are working to increase the gender balance but transforming the mindsets of business leaders and overcoming bias is a slow process. However, it's a process worth pursuing. For organizations and nations that are facing workforce challenges, an underutilized female workforce represents a strategic opportunity to compete, grow and win, helping to transform the entire economy. According to Mercer's "When Women Thrive, Businesses Thrive" report, women's essential roles as providers, caretakers, decision-makers and consumers make them instrumental in the education and health of future generations, as well as the development of their communities. Women leaders can also be instrumental in building stronger and more collaborative teams; retaining, developing and nurturing talent; and bringing a diverse and new perspective for organizations. In fact, the Mercer report also shows that increased participation from women in the workforce has implications for the economic and social development of communities and nations. Economists have calculated that eliminating the gap between male and female employment rates could significantly boost gross domestic product by 5% in the United States, 9% in Japan, 12% in the United Arab Emirates and 34% in Europe. Achieving Gender Equity in Underrepresented Sectors   Finding the right approach for sourcing and engaging female talent depends on the individual company's culture and needs, but there are some broad strategies that may be effective globally. Mercer research shows that the chief building blocks for achieving gender diversity are health, financial well-being and talent management elements. 1. Health   Health concerns are of special significance to the female population, as women are affected by different health issues and illnesses than men, and they experience and use the healthcare system in different ways than men. For example, there are gender specific risk factors for common mental disorders that disproportionately affect women, affecting their capacity to be productive at work. Unipolar depression, a leading factor of working disability, is twice as common in women than in men.6 To achieve gender equity in business, companies must make healthcare available to women in the ways they most need, including: 1.  Flexibility for maternity leave 2.  Physical health, wellness and mental health support 3.  More autonomy and access to health resources 4.  Psychological support for severe life events 5.  Confidential medical support dedicated for women 2. Financial Well-being   Women reportedly have greater financial responsibility and greater financial stress than men. According to a 2018 study conducted by Prudential, the average woman has saved less for retirement compared to the average man. Only 54% of women have put aside money for retirement, and on average, they have saved $115,412. By contract, 61% of men have saved for retirement, and on average, they have saved $202,859. This greatly increases the likelihood of a woman living in poverty in retirement and is exacerbated by women's longer life expectancies.7 To address this, organizations need to ensure that women receive fair financial compensation, greater coaching and educational support in planning for their financial futures, tailored retirement options for women, and encouragement for systematic and regular contributions to savings and retirement accounts. 3. Talent Management   Women need opportunities for advancement, as well as training and development opportunities. In addition, they also need flexible work options that make it possible for them to fulfill other essential roles outside of work. Attention to management positions are critical to further improve the gender participation in executive levels. These jobs are usually high demanding in working hours, requiring management of teams, clients and superiors. For women who achieve such positions, it may also coincide with motherhood period, making it even more challenging if companies do not provide adequate working arrangements — such as flexible working options leveraging technology, childcare support, mentoring and leadership support for women, business resource groups and diversity and inclusion efforts and training. Women in the workforce have an undeniable power to make meaningful contributions and expand businesses. When financial institutions and governments begin to focus on the strategies required to get talented women working and leading, they will begin to see positive results. Not only can influential women bring business acumen to help grow organizations, but their roles in societies also enable them to make significant improvements in education, communities and the transformation of countries. Sources: 1. "The 50 Most Influential Women in Middle East Finance," Financial News, 29 Apr. 2019, https://www.fnlondon.com/articles/the-50-most-influential-women-in-middle-east-finance-20190429. 2. "FN 50 Middle East Women 2019," Financial News, 2019,https://lists.fnlondon.com/fn50/women_in_finance_/2019/?mod=lists-profile. 3. "Rania Nashar," Forbes, 2018,https://www.forbes.com/profile/rania-nashar/#20d8136e473c. 4. Masige, Sharon. "Raising the Bar: Rania Nashar," The CEO Magazine, 27 Jun. 2019,https://www.theceomagazine.com/executive-interviews/finance-banking/rania-nashar/ 5. "Lubna Olayan Retires as CEO of Olayan Financing Co.; Jonathan Franklin Named New CEO," Olayan, 29 Apr. 2019, https://olayan.com/lubna-olayan-retires-ceo-olayan-financing-co-jonathan-franklin-named-new-ceo. 6. "Gender and Women's Mental Health: The Facts," World Health Organization, https://www.who.int/mental_health/prevention/genderwomen/en/#:~:targetText=Unipolar%20depression%2C%20predicted%20to%20be,persistent%20in%20women%20than%20men. 7. "The Cut: Exploring Financial Wellness Within Diverse Populations," Prudential, 2018, http://news.prudential.com/content/1209/files/PrudentialTheCutExploringFinancialWellnessWithinDiversePopulations.pdf.

Amy Scissons | 28 Nov 2019

What does it take to lead successful international teams? Successful teams are often united over a common goal and a shared set of experiences. But, as the workforce becomes more distributed and business travel becomes increasingly burdensome to the bottom line and detrimental to the environment, leaders need to be more creative in developing and fostering positive team dynamics. With fewer face-to-face meetings, how are international leaders coalescing their teams? Here are four habits I have adopted that you should consider in managing international teams: Habit 1: Remove the Mentality of "You Need to Be There"   Technology is, without a doubt, the game changer when it comes to international team effectiveness. Yet, human-led organizations often struggle to accommodate and leverage the speedy and persistent nature of change brought by digital technologies. There are, of course, times when face-to-face meetings are required; however, Mercer has noticed clients are demonstrating an increasing comfort level with holding seminars, conferences and other traditional in-person interactions via online meeting platforms. Though the virtual workforce trend is nothing new, it has reached an inflection point where clients often prefer to partner with companies that actively internalize the power and practicality of being agile, versatile and virtual. Today's transformative Chief Marketing Officers (CMOs) urge their C-suite peers to adopt have this mindset and leverage differentiating new technologies. As managers, marketing leaders will find that their employees and marketing teams are more productive and online more, if allowed to do their work on their own time. People react well to not only managing their work but also having the flexibility to set their own schedules. At Mercer, we have seen our people work with more excitement, passion and collaborative enthusiasm when provided the freedom to excel according to their personal cadences. Let talented people do what they need to do to get stuff done. Habit 2: Cross-Cultural Communication With International Teams   With the direction set and the team empowered to find their path forward, it's time to focus on communication. Different cultures, of course, perceive, process and interpret information and context differently. These differences can create communication breakdowns that are extremely costly in terms of time, quality and money. Effective messaging is direct and only refers to limited but critical pieces of information that necessitate a particular email, phone call or conversation. Inspiring leaders find their voice and communicate in a way that is simple, memorable and supportive. All correspondences among international teams should be carefully packaged, contained and well thought out. Don't underestimate the power of repetition. Often, when dealing with team members from multiple cultures and languages, repetition of established goals, processes, timelines and expectations is vital to successful outcomes. Repetition, when done with tact and clear intentions, is not disrespectful or seen as micromanaging. It bolsters the ability of everyone on the team to achieve their goals (honestly, I find repetition extremely helpful. By the time I'm reminded what we're trying to get done three or four times — especially in a few different ways — it sticks!). When you're dealing with cross-border teams, never assume that everyone fully understands the strategy and desired results on the first two or three discussions. Using repetition creatively helps the team focus on the north star. Habit 3: Be Succinct and Culturally Aware   Cultural awareness is learned. It took me a while to appreciate and understand the nuances of each member of my team, not only in their approach to solving problems, but the influence of their culture on their overall outlook. Our research on diversity and inclusion points to the value of ensuring all voices are heard on the team. As a matter of fact, there are a range of products today designed to enable employees to share their perspectives (separate from employee engagement surveys) — and many of these are being tailored for D&I purposes. With international teams, this lesson is particularly punctuated. When team members in Tokyo, Taiwan and Mexico City are speaking to each other, ensuring they use the same direct, simple and familiar language increases efficiency and the likelihood of success. Being culturally sensitive and aware is incredibly important. Years ago, I used to feel very concerned if people were not speaking up in marketing meetings or weren't instantly on video conferences showing their face, but I realized over time that people need to communicate in ways that make sense to them. As a leader, I've learned it is my responsibility to respect other people's learning and working styles and that — if I did that — these individuals would become increasingly more open and trusting of me. Marketing leaders have to earn trust, just like everyone else. It is important to not expect that people think and act the way you think and act. People come from different perspectives and have different personality types — from introverts to extroverts and everything in between. And that diversity is instrumental to success. Habit 4: Lead With Genuine Positivity   My favorite habit, is bringing my whole self to work. As leaders, we must make a conscious effort to be encouraging and find genuine, sincere ways to boost people's confidence. This takes time and awareness as each person behaves according to varying types of motivations, instructions and sensibilities. As a company, we have to be demanding, because we have aggressive goals. However, the most effective and rewarding route to achieving those goals is by making the conscious decision to encourage employees as they execute their responsibilities — especially during challenging times. Regardless of gender, race or nationality, I think that one overriding universal truth is that people respond more graciously, productively and passionately to authentic positive feedback and encouragement. I know this personally, because I have benefited from positive reinforcement many times in my career — often when I needed it the most — from my peers, colleagues and fellow team members. It really helps. In fact, the most successful leaders I know and have worked with are extremely positive people. Teams and individuals need to be reminded, particularly during tough times, that they are doing excellent work and they are moving in the right direction. Never underestimate how much a genuine comment, like "You're doing a great job" and "Keep going" can do for someone who feels overwhelmed, underappreciated or unmotivated at a particular moment in their career. Positivity is all about appreciating the time and work employees invest into success and giving them credit for their efforts and accomplishments. Originally published in Thrive Global.

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