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!
https://www.middlemarketcenter.org/podcasts/the-pandemic-playbookLeaning on her deep understanding of companies in transition, Jennifer Fondrevay joins Doug Farren and the National Center for the Middle Market to share what business leaders have done to lead their organizations through COVID-19 and the uncertainty of 2020, and how these lessons can help others grow.
CONVERTING A BUSINESS TRAUMA INTO A BOOK WITH PAT IYER
Some of the most helpful books develop from the author’s painful experiences. Three traumatic mergers and acquisitions (M&A) drove Jennifer Fondrevay to embrace the opportunity to help others successfully handle such crises. She has received very rewarding feedback from her readers and ended up with a career as a consultant. In this episode of Writing to Get Business, you will learn how becoming an author can be a life-changing experience.
Jennifer and Rex New, of Managing Editor’s Magazine, discuss how mergers and acquisitions often create crises of trust at businesses, and so do difficult economic periods — our present one included. The pandemic has shown the importance of a few critical actions that help maintain trust in a crisis. First is the importance of demonstrating empathy and humility. The most effective leaders Jennifer has seen over the past few months were leaders that relied on outside experts to persuade people to change their behaviors.
But the second action is even more important. If leaders want to maintain trust, they’ve got to do more than speak. Their actions must match their words. In other words, talk the talk — but make sure you’re walking the walk. “Demonstrate through your actions what you expect others to do,” Jennifer explains. “The leaders who haven’t been successful said one thing, but they didn’t apply that to themselves.”
On Humanizing Mergers & Acquisitions WITH O’BRIEN MCMAHON
Jennifer and O’Brien McMahon discuss how forward-thinking business leaders, owners, and executives can prepare for the human capital challenges of M&A transactions.
A Few highlights of my conversation with O’Brien:
19:05 “How should leaders be thinking about the people side of business transitions or mergers or acquisitions” 20:25 How to be prepared for your organization to go through stages of grief? What are the stages? 25:35 Why is preparation for the “stages of grief” so often overlooked by executives/leaders?” 28:40 Why the fact that grief isn’t typically discussed in business can be harmful. 30:40 Why getting to Acceptance is important to your career and your health (mental AND physical) 31:30 Is there a way to speed up the grieving process?
Adam Torres and Jennifer J. Fondrevay, Founder and Chief Humanity Officer at Day1 Ready and Author of NOW WHAT?: A Survivor’s Guide for Thriving Through Mergers & Acquisitions, explore Jennifer’s book and how it’s helping individuals navigate the mergers & acquisitions (M&A) process.
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.