That goes the same for business as it does in life. And I don’t just mean a business partner where you start a business together.
I’m talking about a partner at work who makes you better at your job. Someone who gets what the mission is and knows that by working together, you both can achieve success.
As an author, I found that partner in my illustrator, Jeff York.
My mission? To write an M&A business book from a survivor’s POV. One that was satirical. Yes, I know, tall order.
My words painted a clear picture of the journey and the comical aspects of M&A. His illustrations brought the stages and M&A personalities to life. The final book, NOW WHAT?, serves as both a M&A practitioner’s playbook and a survivor’s handbook. And it does so satirically.
Find a partner who not only believes in your vision but who comes to the partnership with an expertise that makes your vision even better.
This interview features “M&A whisperer” Jennifer J. Fondrevay, discussing best practices for managing the human element of M&A and Touchpoint.
Closing a merger or acquisition is one thing, but successfully integrating the two companies post-M&A brings complex challenges, not least of which is getting the workforce on board so that the value of the merger can be realized. We sat down with Jennifer J. Fondrevay, organizational transformation consultant and “M&A whisperer” to discuss best practices for managing the human element of M&A.
Jennifer J. Fondrevay is an organizational transformation guru and the founder of Day1 Ready™, an M&A consultancy that works with Fortune 500 companies, start-ups, and small businesses to keep their growth strategies on track. Serving as an advisor to senior leadership and a liaison to middle managers, Fondrevay ensures the human component of a company’s plan, such as culture, productivity, and retention remains a cornerstone of success during times of change. Having been on all sides of the M&A equation, Jennifer sheds light on navigating a rapidly changing work environment through her speaking engagements and soon to be published book NOW WHAT? A survivor’s guide for navigating and thriving through acquisition.
TOUCHPOINT: You’ve written about “the secret language of mergers and acquisitions” where executives say one thing and employees hear something else entirely. How can business leaders make sure they’re speaking the same language as their workforce post-M&A?
JF: There are three things a business leader needs to keep in mind when sharing news post deal:
Expect that the majority of the workforce already knows something is going on. Do not assume people are clueless. They may not have all of the details correct but they will be aware that something has been in the works. The first mistake leaders can make is to believe that people have not been paying attention to what is going on. In speaking to your workforce, treat them with respect in how you share the news.
Do not use clichéd, “jargony” marketing language to sell the vision and persuade the workforce that this is a great thing. It makes the message less believable. People are not oblivious to the fact that big size M&A deals have typically failed (consider: AOL/Time Warner; HP/Palm; Alcatel/Lucent; Quaker/Snapple) and all the words that have been imprinted in people’s brains around these failed acquisitions are jargony, marketing words.
Be transparent as much as you can be. Respect your workforce’s desire to know the truth. Connect the vision of the acquisition to the work that you are doing and where you are going. Tell your people openly how the vision came to be and how the acquisition contributes to that future (whether you were acquired or acquired another). They need to hear from your heart why this is such a good thing. If you speak from a place of honesty and passion and purpose, people will begin to hear your message.
TP: What are some of the most overused and clichéd phrases that executives use to “sell” a merger or acquisition to employees?
JF: “Nothing is changing” is the #1 most overused phrase. The reality is everything has already changed.
“You will have better benefits, more resources, and greater opportunities”
“This is a merger of equals”
“This allows us to transform our business.”
“We expect minimum reductions in staff.”
I do believe that the phrases are well-intentioned, meaning that the messenger believes the message to be true. Unfortunately, they have become so cliché that people simply don’t buy it. Additionally, people are naturally thinking about themselves, not the company, when they first hear the news. So what they hear is often “blah, blah, blah…” because they are focused on themselves. The best analogy I’ve used is the Gary Larson cartoon – “What we say to dogs, what they hear”:
If I were to replay the above Gary Larson cartoon scene through the lens of M&A, here is what Ginger (ostensibly our workforce – go with me here) would hear from the executives:
What Executives say to the workforce: We are very excited to share with you that XYZ companies have been acquired by ABC company. This means great opportunities for us all. You will have enhanced benefits and be out in the marketplace with a greater portfolio, enjoying expanded aspects of your job.
What the Workforce hears: We/ are very excited to share withyouthat XYZ companieshave been acquiredby ABC company. This meansgreat opportunities for us all.You willhave expanded benefits andbe outin themarketplace with a greater portfolio enjoying expanded aspectsof your job.
The workforce can’t hear what’s being said because their primary focus is “What happens to my job?” If messaging leaves that unclear for too long and how you sell it seems disingenuous, significant parts of your workforce can have a hard time getting behind the vision. They will stay in denial.
TP: What’s the biggest reason mergers and acquisitions fail to deliver value after the M&A deal is done?
JF: To uncover the consistent challenges of M&A, I interviewed 65 executives from multinational to small- to medium-size companies all over the world. The interviewees included C-suite executives, private equity dealmakers, business owners, entrepreneurs, and middle managers.
From these sessions, there were 4 reasons consistently cited:
incorrect valuation – in essence, making it too high, which then requires herculean efforts to make that valuation a reality in Year 1
underestimating the operational complexities
cultural integration issues
“unexpected people problems”
TP: What’s the most common blunder that organizations make following an M&A transaction?
JF: Although people are critical contributors to the upfront business valuation and post-deal integration success, leaders more often delay the people planning piece. Not doing the people pre-planning on the frontend can doom success on the backend. Earlier I cited “unexpected people problems” as one of the reasons consistently cited for M&A failures. I always challenge that. They aren’t unexpected. You can expect them; by preparing for them on the frontend you can minimize the challenges. In my Day1 Ready™ approach, I focus executives on three key areas to prepare for people challenges:
Gaining Executive alignment (across both companies) on the vision – if there is not 100% alignment in the direction, the workforce won’t buy in
Defining the organizational structure required to achieve the vision – define the org structure, then the roles needed and then the people who could do it
Conducting a pre-mortem for the execution of the vision – mapping out all the things that could go wrong and identifying the possible solutions in advance will mean you’re better prepared when the challenges arise
TP: The people who put M&A deals together – entrepreneurs, owners, CEOs, CFOs, investment bankers and M&A advisors – are experts at analyzing balance sheets and growth strategies. In your experience, do they struggle with the human element of M&A, and, if so, what is the impact?
JF: It’s not that the people who put the deals together struggle with the human element – it is simply not their focus. If you think about it, no one ‘wants’ the post-merger effort to be unsuccessful. It’s an unfortunate aspect of being too short-sighted and ONLY considering the numbers. I get that – most of the advisors’ expertise is in evaluating businesses, running the financials, forecasting growth potential, etc.
I would suspect that private transactions have a higher percentage rate of ‘success’ because they don’t have to answer to Wall Street in 90 days and speak to the “actual results.” Equally, I see Family Offices enjoying strong success rates and I expect that is due to their more patient approach on results and a focus on values/human capital.
There are millions of dollars our there ready to invest – in order to make these deals happen and to be successful, dealmakers need to think differently about their positioning going into the deal and the metrics for success of that deal. My position is, they need to more consistently and proactively bring in that human capital advisor role so that they can better anticipate what the people challenges will be and how to prepare for them. Future deal success is what is at stake for dealmakers.
TP: Investment bankers and advisors are focused on finding the right buyer and closing the deal. What, if any, role do they have in post-merger transformation?
JF: The tough part is, Investment Bankers (IB) are not usually compensated for work post-merger. For those who do, it’s largely ‘goodwill’, if you will. The IB’s ability to have an influence on the post-merger transformation is limited by what the client and/or acquirer allow the investment banker to do and whether the client is staying in the business or exiting. I have seen Investment Bankers be most successful by proactively defining their role beyond just putting the deal together. They invest time upfront beyond the numbers to set the business up for success.
One of the values of running a process is to help the client engage with multiple parties to get a ‘feel’ for how their culture would fit with potential acquirers. Once the ideal acquirer is designated, successful IBs begin shepherding those human relationships while the other ‘deal-centric’ tasks get completed. Smart IBs also tap into a wide variety of service providers who bring unique areas of expertise that help make the deal successful. Given the time they have typically spent with the client, these investment bankers know which advisors to pull in when. When an IB can play a role post-merger, there is a better chance for success on the backend, and the advisor is more likely to become known for putting together successful deals.
TP: I’d like to believe that most business owners care about their employees. When negotiating an M&A deal, what can owners and their advisors do to ensure that the best interests of employees aren’t treated as an afterthought?
JF: In today’s market, with all that capital out there to invest, owners who are selling have the power. They can drive the conversation to ensure that their employees are not treated as an afterthought. Obviously, they need to be realistic about the expectations and the demands they make but they need to make the people piece a key part of the discussion upfront and gain agreement in writing around those expectations. They can’t just hope it will be taken care of. The moment they sell the business they are no longer in charge. I have seen well-intentioned owners think they have agreements that dissolve once the business changes hands. I also know other owners who made the expectations an essential part of the deal and prevailed. I want to emphasize, however, that the expectations have to be reasonable. It is unrealistic to expect that every employee can continue to play the same role once acquired by another company or a PE firm. The expectations need to be reasonable and agreed to.
I counsel business owners to make sure they talk to a human capital advisor the moment they start thinking about selling, especially if they don’t have a human resources executive on their staff. Typically, owners talk to their lawyer or accountant. These roles focus on the financials and legalities of the transaction. You need someone who can advise you on the people piece. It’s why I am jokingly referred to as the “M&A Whisperer” as I like to advise business owners on what to expect and how to best manage the people side in-going.
Have you been wanting to check out NOW WHAT?but just can’t find the time to sit down and read? You can now listen on the go or while you handle other tasks – although I suspect you’ll still want to sit!
Around the world, we are collectively grieving. No matter what stage we are at in our fight against this pandemic, we are all grieving virtually together and yet in isolation, with our neighbors, within our communities, as a nation — as a world. You don’t need face-to-face contact to appreciate that people are coming to the realization that our way of life and business will never go back to the way it was.
What if, during this, you also lost a loved one? How do you grieve your loss when you are in the middle of a pandemic? Especially when the future of your business seems to be tottering on the brink?
This is not a theoretical question for the two of us. Diana lost both of her parents this past February, and Jennifer lost her mother in March. Grief is already complex, but how do you mourn when the world around you is falling apart, and your business seems to be dissolving right along with it? How long can you entertain pulling back, when the business you worked so hard to create will remain at a standstill until you do something to move it forward? When you are not even sure what that way forward is?
The joy and the heartache of being a sole proprietor is that everything rests on you. Your product, your intellectual capital, is trapped in your brain. Delegation is not as easy (read: impossible). Extended time off is a luxury you have rarely been able to afford if you wanted your business to grow. Even time off for grief seems like something you can’t or shouldn’t consider.
There is nothing like a global pandemic to level the playing field. The reality — everyone is figuring this out all at the same time. NO ONE has gone through a pandemic like this, and knows what to do. The other thing to keep in mind: You are not alone. Consider the hundreds of thousands of people we have lost worldwide during this pandemic. There is a mass grieving right now for a way of life and people lost. Thousands of people feel the way you do and are struggling.
As we both stair-step our way back into the real world (at least what real looks like today), we wanted to share five steps we have taken, and continue to take, to give us the space and time to heal, while keeping our business moving forward.
Step One:Give yourself permission to grieve. Tame the guilt beast — the guilt you feel every time you are doing one thing and feel like you should be doing another thing. You will always feel like you should and could be doing more for your business. Do the things that will help your business but will allow you to stay in your pajamas for the times you can’t get out of bed. Find actions that won’t require you to engage too much with the outside world. Because you may need to social distance from the world right now.
Be open about the fact that you are grieving. As solopreneurs, we feel the need to exude confidence and strength with every engagement. The new normal sees people sharing of themselves, their fears and anxieties, more openly. Grief — a subject that might have been considered taboo in the workplace earlier — is now being shared openly because we are experiencing a mass, worldwide grief. Jennifer, for example, posted a tribute to her mom on LinkedIn, a very business-oriented platform. By tying it to the values she learned that helped her succeed, she honored her mom and could also signal what she was going through.
Step Two:Pause and assess your business objectives and strategies. What do you want your business to look like moving forward or once we get on the “other side of this”? Perhaps you decide you want the business to stay the same yet readjust certain offerings given the expected shift in people’s perspective. Or you may determine that you need to create additional revenue streams, like an online course, and decide to proactively make that happen. The key is to take this time to think about your business and where you want to take it. Often as solopreneurs we are running, running, running. Take the time now to pause and consider your business’s mission and purpose and how the external environment changes how you can deliver on your promise to your clients. Fellow solopreneur Jenny Blake, author of Pivot: The Only Move That Matters Is Your Next One, shared this thought: “You don’t want to pivot just to pivot. Whatever you do should align with what the purpose of your business has always been.” Take the time now to think and hear your own voice.
Step Three:Focus on your business fundamentals. As solopreneurs, we are so focused on business development and securing the next big customer or project that we don’t carve out time to focus on our fundamentals. We fail to make time to reflect on simplifying processes or fixing the part of our business that has bothered us forever. That task could range from reviewing our marketing materials or website to the mundane, like our database. How often have you thought to yourself “I should really scrub my data”? Likely a number of times. And yet this can be a time-consuming effort best done with no distractions.
This is a perfect activity to do now. Organize your data. Who are your first- and second-tier clients and prospects? How can you serve them now? As sole proprietors, we have a tendency to want to keep casting a wider net to catch more fish for our business. Work with the fish you’ve got and organize how you will engage with them when the time is right. This focused effort will make you smarter about your current clients and prospects. It’s productive isolated time.
Step Four: Mine your existing relationships, both client and community. Once you have done that data scrubbing, you may be surprised at how many clients you have served who could be interested in working with you again. Right now, people are craving certainty. You are a known commodity. Consider how you might work with them again. Maybe the Part II to your workshop, enhanced with new takeaways based on what we are experiencing now? Or a project that you could tailor to another group within their company? There are likely many possibilities to work with people who know and like you. Consider what those opportunities could be so you can act on them when you are ready to reach out.
Think about the people in your network. As entrepreneurs, you likely have many people you turn to for advice and guidance–your community of trusted advisers or virtual board. This article is a perfect example of what can result when you reach out within your community. Diana and I know each other from a recognized expert community and had been sharing advice on how to balance our grief and business needs. We determined we should share the advice we gave each other more broadly. Et voilà.
Step Five: Double down on the skills you have gotten good at as an entrepreneur. “There is nothing quite so daunting as the steep learning curve that comes with life’s most critical times … that leave us feeling profoundly ill-equipped and incompetent,” say grief experts Dr. Kelsey Crowe and Emily McDowell in their book There is No Good Card for This:What to Say and Do When Life Is Scary, Awful, and Unfair to People You Love.
Though you may feel out of your depth because of recent circumstances, have faith that the skills you have developed as an entrepreneur are exactly what you need right now. Prioritize ruthlessly to eliminate unproductive activities. Now is the time to eliminate aspects of your business that deliver lower value (remember the 80/20 rule?) or are no longer viable in the pandemic. Diana had workshops and speaking engagements booked throughout the year that have been cancelled because of Covid-19. She pivoted to calling people one-to-one for her coaching and courses, and has found out that she likely did too many engagements versus the value and revenue they delivered. Dust off your project management skills.
Solopreneurs can juggle multiple tasks better than most. Chunk your work to make sure you can write articles in the morning, switch to funeral arrangements over lunch, and then go back to cleaning up the database. This will minimize the overwhelm of the vastly different tasks you now have on your plate. Finally, be honest and authentic. Many of us got into being our own boss to bring our whole selves to work. Frank conversations with your clients and team about your plans to deal with the loss and continue your business can clear the air and let people step in to help if you need them to.
We know what it’s like to wake up in the morning after a death in the family. We have felt that sinking feeling when your business continuity plan requires you to get out of bed at a time when that feels impossible. But waiting to engage is like jumping on the treadmill while it’s moving. Your grief will dissipate over time. Following these steps to move your business forward can help you “return to work” in a way that is less overwhelming and will make your business stronger than ever.
A fair amount of attention has been devoted to what will happen with M&A deal-making once we are on the other side of this pandemic. Fairly consistently, the theories on what’s next end with something to the effect of, “This is unprecedented, and no one truly knows how it will all play out.” Despite the unknowns, there is a lot that we can learn from this crisis to better prepare us for M&A deals moving forward.
The common theme between COVID-19 and an M&A integration is the influence uncertainty has over people—and more importantly—how it affects their actions.
Even when an investment thesis is well supported, we only learn if things will actually work at the execution phase of a deal—when we uncover the challenges we hadn’t anticipated. In the current environment, we face a similar dilemma. We’re developing response strategies for the pandemic without a clear sense of what will be most effective. Similar to M&A integration, success is uncertain until we see what people do.
A successful outcome is contingent upon how quickly people will accept the reality of the situation, embrace the roadmap and implement it. This crisis can provide enormous insight into how we approach M&A deals and most valuably, how we execute them.
Traditional Leadership Methods Must Evolve When Navigating Uncertainty
Throughout the crisis, we have seen leaders stumble when they attempt to play by the more traditional rules of leadership—leading with vision, decisiveness and bold confidence. These leaders previously succeeded because they understood the metrics for success and excelled at them. They knew the rules of the game and repeatedly won.
This same type of leader can falter in a crisis because the metrics for success change rapidly, and the game’s rules are continuously being defined. They have a difficult time pivoting in reaction to new metrics and an equally difficult time accepting they might not know all of the answers. More traditional leaders often take longer to act and develop a response plan, which compounds a crisis and prolongs the pain.
When assessing the viability of leadership styles for post-deal integration, we often apply the traditional leadership criteria to evaluate the management team. This crisis is teaching us that those are not always the right metrics.
Over the course of this pandemic, people have been most motivated into action by leaders who demonstrate empathy and humility, are transparent with what they know and don’t know, actively tap others’ expertise to make decisions and role model the behavior they wish to see.
Learn from the People Closest to the Work
Before COVID-19 was declared a pandemic, many political leaders were sharing incomplete or contradictory information because it was being gathered in real-time and was outside of their scope of expertise. This heightened fear and anxiety (resulting in the hoarding of toilet paper).
When those closest to the work began to share their expertise, we began to get a true sense of what was happening, what needed to be done and how we all needed to behave. When frontline experts shared their knowledge, people had greater confidence in the plan of action, which motivated businesses and community leaders, as well as individuals. We developed a more complete picture of what was required of us and snapped out of denial.
When I consult on the human capital challenges of M&A, I consistently advise my clients to talk with the people who do the work in order to truly understand what it takes to get the job done. Not theoretically—not what it takes based on a sample budget or planned resources. You need to appreciate what the people who actually complete the tasks are up against.
Only then can you get a sense of what the roadmap looks like and what the implications are if some elements of the product or process are missing (say, ventilators or testing). You won’t have a complete picture of a successful post-close integration in your due diligence discussions until you engage your frontline leaders.
How, Not Just What, You Communicate is Vital to Comprehension and Buy-In
When your statements as a leader contradict what people are experiencing, you lose them. We saw this happen when leaders painted a picture of the virus’ spread and impact that didn’t match what people were seeing in their homes, communities and workplaces. People doubted their leadership, which heightened their stress.
For communications to be effective, your stakeholders need to feel that you know what they are going through and that you are being honest with them. You can’t claim that nothing has changed or that there will be little impact. When people are given incomplete or misleading information, they don’t feel invested in the outcome or comfortable about the decisions they must make—and they no longer trust your leadership.
Beyond that, information needs to be brought down to an individual, granular level. “What does this all mean for me and what do I need to do?” is what people want to know.
The leaders commended throughout this crisis have explained the good and the bad of what we face in basic terms, and they boil the situation down to personal action. People are more willing to believe in the way forward and feel invested in it if you are upfront with the challenges faced. Give them as much information as possible to help them understand their role and the specific actions they need to take.
Finally, we are seeing on a global scale that the acceptance of change comes at different rates. I noted in an earlier Fast Company article, “There are people who have accepted the reality of the pandemic and have begun to take action, and there are those who have resisted and delayed their change in behavior. People react to change differently. You can’t predict it or control it.”
Interestingly, that is a lesson M&A has already taught us. When I interviewed executives for my M&A survivor’s handbook, “NOW WHAT?”, each of them shared one common realization they wished they’d appreciated going into the deal: reactions to change vary widely, and you need to be prepared for that.
What Can the Worldwide Pandemic Teach Us About Managing the Uncertainty of M&A?
We have seen the type of leadership that people react to positively. We’ve also seen the leadership that falls flat when people are afraid. We have recognized that the ones closest to the work are those who need to be tapped at the beginning. We have also learned that not all communication is received equally. How it is presented is vitally important to people’s comprehension and what is shared is critical to their buy-in. Ultimately, we have seen that people get to acceptance at different rates. Sweeping change can only begin when a common level of acceptance is reached.
The coronavirus crisis is a time for calm, confident leaders to really step up. Steady hands can build the confidence needed to ride out the storm.
Right now, there are more people who are afraid than not. It’s a fear driven by uncertainty magnified by the fact that our authority figures—the ones we look to in times like this—don’t seem to have all the answers and consistently contradict one another. That doesn’t lend itself to a calm.
I’ve experienced numerous business situations where fear was the operative emotion. Mergers, acquisitions, and business transformations bring with them a lot of uncertainty. Even when the strategy or business case seems well supported at the outset, it’s hard to know if it’ll work until it actually happens. In the current environment, we are facing a similar dilemma: We have a response strategy for the pandemic but no clear sense of what the future holds.
I would never equate the uncertainty that can ensue post-M&A deal to what we are facing now, yet there are lessons learned from those experiences that do apply. In researching my book, Now What? A Survivor’s Guide for Thriving Through Mergers & Acquisitions, I interviewed 60 executives who lead through M&A deal uncertainty. They shared one common realization: everyone reacts to change differently. You need to be prepared for that.
As a manager, maybe you have team members who are fraught with anxiety. Or maybe you’ve even witnessed other leaders melting down, which is having an impact on your team. Based on interviews with executives who’ve repeatedly dealt with uncertainty, here’s how to lead during uncertain times:
Acceptance comes at different rates
Everyone reacts to change differently. How quickly people accept that change will vary. You can’t predict it or control it. The same can be said of what we are facing now. There were people who quickly accepted the pandemic news and took precautions. But we all saw some who at first said, “This is minor, go about your business.” It’s the equivalent of “nothing has changed.” And then there was a big percentage of people in the middle left wondering what to believe.
Now that we’re weeks into the coronavirus crisis, people, thankfully, have largely accepted that we need to change our behavior for this situation to play out positively. As a leader, we need to emphasize the importance of taking the guidance seriously and helping our teams accept the new reality.
Fear elicits “survivor” mode
When things are going great, people get along. When things start to go south and people are afraid for their jobs, or in this case their lives, you will see a different version of them—and it’s rarely positive. People go into survival mode. Why do you think the TV show Survivor has endured and remains popular? People are fascinated to watch how someone goes from being a friend and ally to everyone for themselves.
Be prepared for this reality. People who you assumed would be your rock can completely lose it and abandon you. When someone you trusted adopts a self-preservation attitude, it can be hard not to judge that person harshly. Try not to. People’s reactions to fearful situations are informed by their past, and you may not completely appreciate their current family situation. Our present environment, where so much is uncertain, can trigger people’s innermost fears. Recognize this may be the case. That said, don’t dwell on it either. Move on quickly and discover the people who can lead through times of uncertainty.
Look for levelheaded leaders
Once you realize that some previous leaders may not be capable when they don’t have all the answers, be open to the possibility that others who you’d not previously considered as a leader can surprise you. Don’t waste time trying to bring along those you previously counted on if they are losing it—you don’t have time for that. Look to those people who are calm and levelheaded. They may not be the person you thought you’d turn to, but don’t discount the possibility that they may be who can lead now. In times of high uncertainty, people who are afraid are willing to follow those who appear grounded in the face of so many unknowns.
To keep fear at bay for everyone, two final pieces of advice: make daily communication a priority, and focus on the things you can control, not the things you can’t.
People fill in a lack of information with worst-case scenarios, which ratchets up fear. We’re seeing the fallout of that since the initial COVID-19 communication was limited and contradictory. Be honest with what you know and transparent about what is still being figured out (emphasizing that it is being figured out). Pretending to know it all is not leadership, nor is waiting until you have all of the answers before you communicate. Use technology, frequently derided for isolating us, to connect and communicate. If you help to allay people’s fears, not with uninformed platitudes but with an educated view of what is known and what that could mean for the team, people who are afraid will have more confidence in you.
The more a team feels in control of what it is doing, the better chance you have of minimizing fear. Don’t waste energy on things you can’t control. This doesn’t mean you don’t develop a plan B. Having those plans can calm fears, showing you’re prepared for potential challenges. But don’t drive yourself crazy with those. Focus on the work and short-term risks to feel prepared, especially since changes seem to come daily.
Remember: In all of this uncertainty, there is an opportunity to be found. Everyone is figuring out what the new normal is. There’s nothing like a global crisis to level the playing field. While we don’t know today what the long-term effects of this crisis will be, we can rest assured some good things will come if we stay calm, keep our teams focused, and look for the opportunities.
The partial shutdown of the U.S. government is a cautionary tale of negotiations gone wrong. From a business standpoint, there are career-shaping lessons to be learned. As a leader, you need to bring your ideas forward, even when facing a wall of opposition, and create a win-win for all involved. There are four important takeaways regarding the actions (and reactions) of the recent failed negotiations at the White House.
Chuck Schumer and Nancy Pelosi had barely sat down, when President Donald Trump stood up and left. What went wrong in the Oval office? Setting politics to the side (and I’ll leave it to you to take sides): what needs to change to stop the stalemate? Against the backdrop of the partial U.S. government shutdown, here are four takeaways on what’s missing—and how to communicate a win-win outcome:
1. Bring It: “Neither side came into the negotiation with respect for the other,” according to Jennifer Fondrevay, a Chicago-based M&A consultant. “In countless negotiations I’ve observed, in mergers and acquisitions, when respect isn’t there for the other side, rarely are the negotiations or the final deal successful.” In her work with the Harvard Business Review, Fondrevay touches on how “us vs. them” thinking leads to a stalemate. “Each side has to appreciate what the other side brings to the negotiation. People give lip service to the idea of compromise, but it’s tough to deliver when each side feels that compromise gives away their power. Coming to the table with respect for the other side’s position enables you to find that common ground.” The polarized nature of our political spectrum has made mutual consideration a rare commodity. The conversation shuts down when respect isn’t seated at the table.
2. Run The Options: According to Forbes contributor, Codie Sanchez, it’s best to start a negotiation by stating what you want. “You will hands-down not get what you don’t ask for,” she writes, and that double negative creates a positive picture of where negotiations often begin. So when the president says, “Will you give me what I want to build the wall?” it appears to be standard operating procedure. But notice the language from the Oval Office—and a powerful intention—that’s glaringly absent from the short dialogue between our political leaders. There’s a difference between asking if we can come to an understanding, and asking if you will agree to give me my way. The missing intention? The importance of agreement. Pelosi and Schumer met the President’s statement with a simple “no”—the absence of agreement or options. Then the President left his own meeting, declaring it a waste of time. No options? No compromise? No conversation. Staying open to options is the first step in finding a solution.
3. Raise The Stakes: In most business deals, those involved will directly receive a result from their efforts. However, our governmental leaders bear no direct personal impact from the shutdown. (Unfortunately that’s not the case for over 800,000 government employees who are working without pay). It costs the President nothing to walk out of the room. No immediate votes, no measurable political capital – indeed, many in his base may admire his strong backbone and commitment to principle. And digging in seems to have equal appeal for the Democrats, for a number of reasons. What would have changed if the Senators had replied, “We’re here to find an agreement that puts the government back to work—and we’re willing to talk about the Wall in that context”? Some would argue that those words would fall on deaf ears. Perhaps. Some might say that a version of that offer was made, but to no avail. Beyond this speculation lies a principle of effective negotiations: When confronted with an opposing viewpoint, it’s crucial to reframe the conversation around what matters most. When you have a stake in the outcome, you care about agreement. Discovering new solutions is the reason for the conversation. Fondrevay points to the importance of the human factor in every business decision: “True leaders consider the impact, and the after effects, of their agreements. Beyond the transaction, ‘making things work’ means working through people to reach your goals. “
The conversation changes when the parties involved recognize the value of mutual agreement. When the agreement matters more than the individual agenda, blamestorming stops and new ideas can begin. It’s neither “my way” or the “highway”—there’s a new route, if an agreement is going to be reached. Agreement is the discovery of an alternative that’s always been there, we just haven’t seen it yet.
In life, where we put our attention is where we will find our results. Focusing on partisan resistance is not moving towards the goal of agreement—and getting the government working again. There seems to be a fundamental misunderstanding in these recent political negotiations: despite recent events, we need to work together. The coaching for business leaders is clear: Relationships, and respect, always matter. Otherwise, we all walk out on the opportunity to discover a new solution.
Deal success can hinge on how companies address human capital as they plan and execute an M&A transaction, according to panelists at a recent ACG Detroit event who discussed how to mitigate blind spots, prepare for the unexpected, and look beyond financials.
The chapter’s November lunch and learn program, titled “Uncovering the Blindspots of the M&A Deal Journey,” also explored cultural challenges, including the “us v. them” dynamic that can arise after an acquisition, and how to retain talent after a deal closes.
I served as moderator for the discussion, which featured three executives from the Detroit area who offered perspectives from private equity, investment banking and consulting. They included Emily Murto, vice president of private equity firm Stratford-Cambridge Group; Ellen Clark, managing director of M&A advisory firm Greenwich Capital Group; and Dan Ellis, director of Townsend Search Group, an executive search and consulting firm.
Below are insights from the panelists. (Comments have been condensed for clarity).
Avoid blind spots by considering the people, getting alignment, being prepared and establishing clear expectations
Jennifer Fondrevay: As a C-Suite marketing executive, I experienced three separate multi-billion dollar acquisitions. I determined there had to be a better way of managing the people aspect. The research I conducted over 2 ½ years with executives from all sides of the M&A deal equation confirmed the “unexpected people problems” often cited for deal failure can be expected. Pre-planning your organizational structure and people strategy at the very early stages will set your workforce up for success and accelerate their productivity.
Ellen Clark: One of my biggest challenges is making sure the shareholders’ expectations are correct and aligned, and making sure they are truly ready to sell the business. The other is making sure they are prepared for the process. I set expectations up front that they must remain engaged throughout—it’s not going to be easy. We spend a lot of time up front getting ready, prepping the management team so they’re not lost in the conversation. Everyone becomes fixated on the finish line and we always try to slow them down.
Emily Murto: For a lot of the management teams who are selling a business, this is the first time they have gone through this transaction. I try to be mindful of what is the easiest way for them to answer questions to make sure they are accurate and true, while being mindful that the management team may not have signed up for this.
Dan Ellis: For me [as an executive recruiter] it’s about utilizing all of your service providers to really hone in on exactly what you are looking for, and being clear on expectations. Any time executives feel like they can do it all themselves, that they are the expert in order to save a buck, that is the quickest route to failure.
“What you’re really investing in when you buy a business is the people. It’s sometimes a matter of just trying to find the right role for them.”
EMILY MURTO Vice President, Stratford-Cambridge Group
“People” challenges can be minimized through pre-planning and defining a strategy across organizational layers
DE: Any time you introduce someone new to the business, it’s like an organ transplant: The organ may get rejected. You need to make sure that you’re staying ahead and helping to create expectations of what the role is. Define the role and define what everybody’s thoughts are on the role.
EC: You need to have alignment. I advise my sellers to ask questions, especially when talking about selling to private equity. It’s more than just dollars and cents. It’s so important that there is a culture fit. I encourage the seller to talk to others to get perspective. If it all falls apart afterwards and the company, the culture, the legacy is destroyed, then it’s just not worth it.
JF: The team you have in place may not be the team that’s going to get you to the next level. That is a tough decision. Compassion equally means being smart about the value of the people. How can that team and those individuals contribute in other ways? How can we leverage their value and not lose their expertise?
EM: What you’re really investing in when you buy a business is the people. It’s sometimes a matter of just trying to find the right role for them. An individual might have great things to contribute and just be in the wrong seat. We had an individual who had grown the business tremendously, but we knew he probably didn’t have all the capabilities needed to lead the new team going forward. We benefited from his expertise by moving him to another seat on the bus and bringing on another individual to lead.
DE: If you are not going down another layer deep you may not be aware of what’s really going on. We were involved with a confidential replacement because the company had promoted a general manager who was a toxic leader. If only the sponsor had spent more time with the organization and really talked with the people. The more people we can get involved in the organization, the better it is because we look for disconnects.
You can’t anticipate human behavior, but you should be prepared for people to transition
JF: My book highlights that when people operate from a position of fear, they change. You can expect them to act one way in one scenario, but when operating from a position of fear, all bets are off. I encourage executives to conduct a pre-mortem to consider all of the ways a decision could go wrong.
EC: It’s something I refer to as Stockholm syndrome: when a kidnapped person suddenly has compassion for their captors. In an M&A transaction, there is a shifting of loyalties. The management team will realize that the person they have seen as the enemy is going to be paying their paycheck when the transaction closes. The owner of the business selling doesn’t anticipate this. That’s why we spend so much time up front. That keeps the leverage in the hands of the selling shareholder so they’re not beholden to the individuals who have now gone over to the other side.
To hear highlights from the discussion, check out the recording of the “Uncovering the Blindspots of the M&A Deal Journey” panel.
After months and months of speculation, it would seem that thanks to Judge Leon’s decision last week, the AT&T-Time Warner merger/acquisition (a bit confused on terminology because I’ve seen both terms used, but by the way, it’s never a merger) is going through!
“Holy cow!” I bet you’re thinking, “Now what?”
Probably seems like forever that you’ve been in limbo, waiting to learn what’s going to happen next. Describing it [the deal decision] as limbo isn’t really accurate though, because that implies something passive. My experience through three separate multi-billion dollar M&A deals inclines me to think that your past months have been anything but passive. My guess is it’s been a flurry of activity as both sides have been gearing up for the deal to go through, with everybody wondering if it really would. Given all of the articles written about the deal, and whether it will go through, and what it would mean for the universe, and blah, blah, blah, you’re all probably in a state of shock. “It actually went through!?” is what you’re likely thinking, and that goes for both AT&T and Time Warner employees. Defining that “it” as in “what does it mean?” is the question you are going to be wrestling with for the next several months.
As an M&A survivor, I appreciate the emotional anxiety and fear that comes from the many unknowns you face. My goal is to provide rabid transparency on what you can expect since you may not feel like you are getting much of that these days. I offer some advice on how to get through it and most importantly, a playlist of songs to manage the post-deal stages of grief. Because there are stages of grief. Coined by Elisabeth Kubler-Ross, the stages defined the emotions people experience after losing a loved one. They have absolute applicability to how you feel post-deal. The entire M&A journey is an emotional experience. Just know you are not alone in how you feel. That pit-in-your-stomach, wondering “what’s going to happen next?” Millions of us have experienced the same. Over $4.5 trillion in deals have happened each year over the last 5 years. You are not alone. Let’s walk through what that grief journey looks like together.
You’ll spend your early stage in Denial but the ultimate goal is to get to Acceptance. It’s a circuitous path from Denial to Acceptance though because in between are a few more stages to get through. After Denial there is Anger. Getting past that means you’ve moved into the Bargaining stage. And the last stage you feel before embracing Acceptance? That would be Depression. People may use different terms for the stages in the middle, but most would agree — you start at Denial and you need to get to Acceptance. In my continued spirit of rabid transparency let me shed a little light on what each of those stages may feel like.
A friend of mine whose mom was a grief counselor (for people, not deals – though she should have been!) said his mom explained grief this way — “grief is the act of mourning the future that won’t be”. That’s exactly what Denial feels like in your post-deal haze. It’s hard accepting that the career future you’d envisioned isn’t going to play out the way you’d planned. This doesn’t mean to despair, because that future can turn out better than what you’d envisioned, but that better future won’t happen if you hang out in Denial too long. Trust me on that. I’ve been there. I’m not saying to rush through it. You likely had great dreams around your future career path. I am saying that hanging out in Denial only hurts you.
The tough part is, once you get past Denial you are at the Anger stage.
That stage is pretty much what you think it would be. You’re past Denial and have accepted that your company’s been acquired, and now you’re just plain mad. This deal changes everything, and I would surmise that in your view, it’s not for the better. Now there are more people and systems and processes to deal with just when you’d gotten to the point where you knew the drill, the shortcuts and workaround needed to get your sh*t done. “How does this deal make anything better?” you wonder. At this stage, you’re plain pissed. Your feelings are understandable but don’t stay in this stage too long. You’ve got work to do. Venting might feel good initially, but can be blinding to the opportunities in front of you.
Next is Bargaining, the stage where you negotiate with yourself and others to keep things the way they’ve been or go back to the way they were. You want to hold on to the old way of doing things because in your mind they worked well. It’s understandable. You’re thinking, “they acquired us because we’ve been successful at what we do, so why the need to change?” You may spend a good time in the Bargaining phase because you’re most comfortable with what you know. At this stage, survival means being open-minded and flexible. Consider the ideas you’ve had on how to make things better and seize the opportunity to put those ideas into action. Find ways to work with the other side. They are equally reeling. Remember, you’re building towards Acceptance.
The truth? Things are not going back to the way they were. There is a reason you’ve been acquired or merged with another company. Your company leadership determined that survival meant you needed a partner to stay alive. That is the reality of this deal news.
The second to last stage is Depression. You’re resigned to the fact that the deal has happened, and the future you’d envisioned will not be, yet it’s unclear what it actually will be. This period is often called the neutral zone, where you’ve reluctantly released the old way of doing things yet are not 100% behind the new way. At this stage, your thoughts are a bit blurry. You waver between accepting new ways of thinking while not wanting to lose the type of thinking that made you, you. Take it easy at this stage. Don’t make rash decisions. It’s not good to make potentially life-altering decisions when you’re depressed. Resist. Get to Acceptance first. Acceptance does not mean you have to agree with what’s happened, you simply have to accept that it has happened.
Once at Acceptance, ask yourself these questions: is there an opportunity to contribute to the new company vision? If you don’t see an opportunity immediately, is there a possibility to create one? Can you see a role for yourself down the road? Can you learn new skills that will help the company or you in the future? If “yes” is the answer to any of these, these weigh in the positive column. If “no”, meaning you don’t believe your expertise will be valued and the company direction is one to which you can’t contribute, then determine what you want in your future. Don’t be hasty in making any decisions, but be clear about your strengths. Know your value and consider all the ways your value can contribute to the new future. Remember — you have time invested with your company. Starting all over somewhere new will require a whole new level of investment. If you do determine that where your company is going no longer aligns with your values and interests, then begin deliberately crafting your future path.
To help you get through these stages, I offer you this 30-tune playlist. Yes, a playlist. Think about your worst break-up and the song or album you played on repeat (mine all revolved around Anita Baker). Listening to it seemed cathartic, right? Songs — especially ones that capture your mood and feeling exactly — can help you get through the stages. The Anger and Depression stages in particular. Because when you go through a merger or an acquisition, it can feel like you’ve been sucker punched. It is a roller coaster – no other way to describe it. While I’m pretty certain the songwriters did not write these songs with M&A deals in mind, the selected songs capture the sentiment of the stages you are experiencing…. And ideally can help you get through each stage.
My last observation and piece of advice? You won’t move through the stages of grief in a linear fashion. You may go from Denial to Bargaining back to Anger and then Depression. It gets messy. But life is messy and post-deal M&A integration? It’s the definition of messy. But stay positive, focused and have the right attitude and you will get through it. Remember, millions of us have been through what you are going through. Know your value and you’ll be okay. Promise.
p.s. feel free to add song ideas, advice and share away! We’re in this together.