Posts made in December 2014

Why so many mergers and acquisitions fail after the deal is closed

The Denver Post


Gary Miller

By Gary Miller GEM Strategy Management

Posted:   12/21/2014 12:01:00 AM

It never ceases to amaze me how many deals that close successfully, fail miserably as the companies begin to integrate. This is particularly problematic for middle-market companies.

Once the agreement is signed and the closing is complete, the deal is done in the eyes of the investment bankers, lawyers, accountants and consultants. But in fact, the steps necessary to make the acquisition or merger a success are just beginning.

It is during this post-merger integration period that the two companies’ resources should be combined into a single entity. What makes this period so disaster-prone? There are four primary reasons:

  • Few senior executives acknowledge the importance of this part of the acquisition process.
  • Senior management underestimates the complications, intricacies and idiosyncrasies of the two companies and the time that must be invested to form a working relationship.
  • An “integration leader” is often installed with little knowledge of the tasks required and limited understanding of the structure of the deal and is charged with combining the companies as quickly as possible so growth targets can be met.
  • Integration is complex, and there are no automatic approaches to speed and to simplify the process.

Creating the integration plan is a must and should focus on five major areas — size, culture, resources, financial strength and management sophistication — that spell danger if they are not addressed.


In the process, it is important to avoid certain concepts that have been incorrectly mythologized as successful integration behavior.

Race to integrate: A substantial investment has been made and the directors and shareholders are watching, which implies a rush to satisfy them. Another pressure is the desire to immediately utilize the synergies and tap the opportunities that made the acquisition attractive in the first place. However, the synergies and opportunities must be evaluated against reality. This process takes time.

Rapid changes instituted immediately after the acquisition have an additional negative effect. Either the acquired company’s managers become demoralized because their input has been disregarded, or they become so distracted by the demands of the purchaser they literally stop managing the company. In either case, the acquired company stops running effectively, and new problems begin.

Sameness is divine: This concept is applied across industry lines, companies of all sizes and in all corporate cultures. I have found it a rare occasion for a company not to utilize the same incentive compensation system for all managers instead of adopting tailored compensation systems that maximize the growth potential of the acquired company. Often, information systems are consolidated into the same information system for all business units. The rationale for sameness is ease of administration or one system company-wide.

Stars conquer: Mergers and acquisition are discussed frequently in terms of marriages. In reality, an acquisition or merger typically comes closer to a conquering army. The purchaser’s managers descend and in their eagerness to exercise their new responsibilities and show results, they begin giving orders: “We own you now, so you will do it our way.”

The conquered resist this condescending approach and often reject even systems that are an improvement. Key personnel who don’t decamp may begin to undermine the acquisition. The stars should have moved to develop trust and a future working relationship instead of wielding their power.

The deal and the integration don’t mix: Separating the integration phase from pre-merger negotiations often leads to failure. Covenants of the acquisition agreement that impact the integration process have been cast in stone before the companies join up, and so the leader responsible for the integration should be involved upfront.

For example, earn-out agreements, in which sellers must “earn” part of the purchase price by meeting performance targets over a period of time, are a popular way to encourage the acquired management to stay. However, this structure can make it difficult to track capital invested by the acquiring company and improved profits from the elimination of redundancies also may be postponed.

What can be done to improve the probability of success?

Move slowly and carefully. Recognize and maintain critical uniqueness of the acquired company. Develop a partnership. Begin the work of integration before the contract is signed.

These simple rules combine to create a framework that causes the purchaser to thoroughly think through and develop a plan for a successful integration process.

GEM Strategy Management Inc. founder and CEO Gary Miller advises middle-market company owners on how to maximize the value of their companies, leading them through the transaction process, raising growth capital, building strategic business plans for growth and expansion and assisting post-integration processes. You can reach him at 970.390.4441 or gmiller@


5 Things a Newly Minted Leader Must Do

KWG PHOTO-1 2013Kathleen Winsor-Games

Senior Consultant, GEM Strategy Management, Inc.

Congratulations on your promotion. Whether this is your first management role or first executive position, you will want to post some big wins early in your tenure. Before you get started, take time to think about how you will prioritize and structure your time now that your role, scope of impact, and visibility are expanded.

At the end of your first year in this role, the goal is for the CEO, your peers on the management team, and you to agree that your promotion was a winning decision. In order to ensure resounding success, here is a checklist you can use to boost your current executive skills or add to the toolkit.

1. Define Success Metrics

What does success look like in the first 90 days, six months and one year? If you and your boss haven’t agreed on your top 3 – 4 objectives for each timeframe, draft a simple outline now. You may be tempted to just “jump in” because there is pressure to perform. This is a mistake, and one you may never recover from, because things tend to move rapidly at this level.

If your boss is reluctant to define measurable objectives, start by assuring him that you are prepared for your objectives to evolve. Regardless of how your objectives may evolve, though, you should nevertheless be able to return again and again to a strategic blueprint for the overall business and realign your priorities from time to time. It is critical to the success of you and your organization to tie your major objectives to the financial goals and mission of the company.

2.  Understand Your Level of Authority

What budget decisions can you make before bringing a decision to your boss? What is your scope of authority in employee hiring, rewards, and discipline? When do you need to talk to your boss, board of directors, human resources, or others on the management team? Establish clear authority levels now to avoid misunderstandings or costly missteps.

How much autonomy does the CEO afford new executives? Doe she require you to earn her trust over time in order to incrementally increase your autonomy on decisions and budget items? Do checks issued from your department require two signatures? Get clarity on these matters before you step into the role.

3. Develop Executive Presence

Now that you are reporting directly to the CEO or another C-suite executive, your presentation skills count more than ever. Are you dressing the part of your current role, or have you allowed your professional appearance to become too casual? How are your public speaking skills? How well do you match your communication style to your boss when he reviews your strategic proposals or status reports?

Consider executive coaching to address your communication skills, and engage a few hours of time with an image consultant who specializes in executives and professionals. The updates to your appearance and communication can make an invaluable difference in how effectively you come across.

4. Cultivate Strategic Thinking Skills

Learn to measure the return on investment (ROI) that your team delivers. What can’t be measured tends to be cut in leaner times, so learn your key performance measures now. Are you thinking big enough in setting strategy and goals for your team? Do you understand your company’s strengths and weaknesses? Do you have a firm grasp on opportunities and threats in your market?

Pay close attention to the ideas and initiatives that are under consideration or in the implementation phase. Identify and follow industry thought leaders. Before you present ideas, consider how well they align with the current culture, industry- and business-cycles. If capital equipment investments are involved in your ideas, take into account how those capital investments are planned for and allocated across departments. Then consider the role you can play to facilitate success or generate ideas that bring true innovation and measurable value.

5. Learn to Lead Former Peers

Was there internal competition for your new position? Have you enjoyed a collegial relationship with peers? Either way, you will need to lead your team using different skills now. You may need to convert jealous or skeptical peers to supporters. Oftentimes, the new executive or manager will find herself overwhelmed by what feels like the distractions caused by these internal politics. Be careful not to dismiss your colleagues’ perceptions. It is important to have private conversations very early in your tenure to acknowledge any conflicts, and to diplomatically but firmly ask for support.

You may experience some bumps in the road on the way to winning over some colleagues, and it is important that you not take any skepticism or resistance personally. This is the time to put your leadership skills in the forefront and to demonstrate the behaviors you expect, including accountability, professionalism, and integrity.

Delegating may also pose a new challenge, yet it needs to be a strength going forward. Put aside any reluctance to direct the work you once performed, and instead determine the best methods for communicating expectations, standards, and reporting on benchmarks. Resist the temptation to do everything yourself. Allow your team the autonomy they require to perform their best work by telling them what you want done and when you need it, then step back and let them perform. This too, is an area where it pays for you to tap into resources including training, business books, or executive coaching so that you are effective in driving results.

Performing at this new level of visibility and impact requires a new level of thinking and skills. Get the advice you need from a trusted mentor or career coach outside of the environment so you don’t have to do all of your learning under a magnifying glass. Finally, keep in mind that you were chosen for this role for a reason. Keep your strengths and goals firmly in mind to set up long-term success.

Kathleen Windsor-Games is a senior consultant with GEM Strategy Management  offering high performance career and workplace coaching. She  provides talent management strategies for corporate clients, including talent succession planning, assessment, executive coaching, and talent search.  970.390.4441