Significance of integration planning in corporate acquisitions
Studies indicate that more than half of all corporate acquisitions fail or do not perform to expectation. The acquisition is completed, but its full potential is perhaps never achieved. This is often due to the complexity involved when integrating companies which have different processes, structures, cultures and management teams.
In our experience, target integration (Post-Merger Integration, PMI) is often a neglected or underestimated aspect of corporate acquisitions. The value of an acquisition is not automatically created at completion, but follow-up work is necessary to make the target of the transaction suitable and allow the new organization the needed conditions for value creation.
Most common reasons the acquisition does not reach its full potential value
Expected synergy effects are often calculated based on operating profits and cost savings. In addition to other common reasons for failure of a business acquisition, such as the purchase price being too high or strategic miscalculations, it is not uncommon that the synergies to be achieved are simply estimated unrealistically high.
Problems can also arise in the coordination of different cultures of companies; the integration of management teams can lead to conflicts or the resignation of key personnel.
Integration challenges may also cause the loss of valuable customers.
The challenge can also be that the right balance is not found in the depth of integration, i.e. between whether the purchased company will continue to operate as it was until the acquisition, or whether it will be fully integrated into the buyer's own business.
Naturally, ignoring essential risks during the due diligence review (checking the target company before the transaction), may also lead to losses.
Thorough Due Diligence facilitates integration
The chances of a successful business acquisition are increased by a thorough high-quality due diligence inspection, which identifies potential shortcomings of the target company before the purchase, and also takes into account integration risks, as well as opportunities. In addition to the customary financial, tax and legal due diligence, depending on the target company and its industry or the buyer's needs, it may also be important to review other areas that are significant. Such areas can be, for example, personnel management or technical, commercial and operational due diligence checks.
A clear trend in recent business acquisitions has been the growing importance of ESG, i.e. environmental, social responsibility and corporate governance. Regulation on sustainable development is changing rapidly and ESG issues are often subject to the legal due diligence. ESG due diligence aims to identify risks and benefits related to the target company's ESG position, such as the company's responsibility position and compliance or non-compliance with regulations.
Importance of structure, planning and communication
In our experience, too often those who highlight positive synergy and big-scale business effects involved with an attractive acquisition, are not those involved with or responsible for making these effects realise in practice. There are great benefits of allocating same personnel resources for each stage of the transaction and the post-completion integration actions. As an example, a lawyer reviewing a contract during the due diligence phase, can most likely most efficiently handle proposed or required actions further along in the transaction process, such as informing relevant parties, acquire consents, handle re-negotiations, additions or terminations, especially if these matters have been identified as part of the due diligence.
In order to achieve valuable synergy effects and long-term profitability, often what is required are investments in supporting the management of the acquiring entity and other vital functions, such as the in-house lawyer. These actions set the most valuable prerequisites for a successful integration. The management should not need to be distracted from the company’s day-to-day operations, which includes communication with customers and business partners.
Open and clear communication must be a particular focus. The uncertainty that arises among employees and customers can have a significant effect on lowering the value of both the acquiring company and the acquired target. Much value may be lost in ambiguous communication with both customers and employees. Management needs to be prepared to respond to questions like ”What does this entail on my part?”, already prior to the response being known. Analyzing a harmonized plan with regards to employment terms and personnel benefits in close collaboration with the company lawyer, making sure relevant employment regulations have been considered brings important stability. Swift communication throughout the transaction process allows correct focus on the business and decreases the risk key personnel resigning.
Project management and check-lists
Corporate integrations, by their nature, are unique. However, in general, this requires actions and resources within HR, legal, finance, marketing, IT, branding, sales and production. In larger integration projects, there may be a need for an interim overall project management organization (Integration Management Office, IMO), which coordinates, balances and prioritizes the actions different competences, in accordance with scheduled check-lists based on the date of completing the transaction.
The complexity of integrating different IT systems shall not be underestimated. We have experienced many such examples, where this takes time and also affects other parts of the integration, e.g. if the availability of IT resources are limited.
In brief, please see below our integration check-list for in-house company lawyers:
Corporate legal documents / structure
Relevant powers of attorney
Registrations of immaterial property rights
Compliance (matters related to personal data, but also whistleblowing regulations, competition law and ESG in general)
Renegotiation of contracts; additions / terminations (both with regards to customers and suppliers)
General terms of contract
Employment agreements and related matters
Incentive programs
Insurance contracts
Although the company's in-house lawyer often is primarily responsible for these areas, cooperation of several departments is required, for example to obtain various approvals, organize communication, train and implement integration measures. It is therefore crucial to appoint a person who has the overall responsibility for the entire integration project. The person responsible for integration must monitor the results according to the plan of each function, highlight problem areas if necessary, and regularly bring together representatives of all relevant departments to evaluate the situation and exchange information.
We may perhaps best quote Benjamin Franklin:
”If you fail to plan, you are planning to fail.”
Fondia´s M&A and Finance team assists clients in matters such as mergers and acquisitions, restructurings, joint ventures, and funding rounds. Our services cover every phase of corporate transactions, from structuring the arrangement to conducting due diligence, negotiating agreements, and managing post-deal integration and follow-up actions. Our experienced lawyers have worked as attorneys, consultants, and in-house counsels. We understand the importance of business-focused and pragmatic advice and provide proactive, risk-assessed solutions. We know that trust-building negotiations and clear, efficient communication are key to a successful corporate transaction. Read more >>