How to Score Culture Fit in M&A with Sharon Van Zeeland

8 Dec 2025 · 1 h

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M&A Science Podcast Episode Notes

Episode Title

How to Score Culture Fit in M&A

Host

Kison Patel

Guest

Sharon Van Zeeland, Vice President of Strategy and Corporate Development at Rockwell Automation

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Episode Overview In this episode, Sharon Van Zeeland shares her engineer's perspective on the nuanced aspects of mergers and acquisitions (M&A), particularly focusing on cultural fit. She discusses Rockwell Automation's systematic approach to evaluating culture during due diligence and the importance of integrating diligence and integration teams early to enhance post-deal value creation.

Key Concepts and Themes

  • Cultural Fit Assessment: Sharon elaborates on how Rockwell has developed a numerical scoring system for assessing cultural fit during due diligence, using a comprehensive survey.
  • Integration Planning: Emphasizes the necessity of merging diligence and integration teams early in the process to avoid knowledge gaps and enhance the speed of post-deal integration.
  • Creative Negotiation Tactics: Sharon shares unconventional negotiation strategies that extend beyond traditional price and terms, aiming to build rapport and address the seller's sentiments.
  • Continuous Learning: The importance of conducting retrospectives after every deal phase to improve future M&A processes.

Things You'll Learn

  • How to build a numerical scoring system for culture assessment.
  • Why integrating diligence and integration leaders from day one eliminates knowledge chasms and speeds up value realization.
  • Creative negotiation tactics that go beyond mere pricing.

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Episode Chapters

  1. [00:02:30] From Engineering to Corp Dev
  2. Sharon's background in electrical engineering influences her analytical approach to deal variables.
  1. [00:05:30] Owning the Full Lifecycle
  2. Rockwell's expanded role includes strategy, M&A, and integration, driving an enterprise-wide view.
  1. [00:08:30] The Cultural Wake-Up Call
  2. A case study where culture misalignment nearly derailed a customer project.
  1. [00:12:00] Building a Culture Scoring System
  2. Introduction of a 50-item survey that ranks cultural dimensions numerically.
  1. [00:19:00] Integration Playbooks by Company Size
  2. Development of tailored integration playbooks based on acquisition size.
  1. [00:27:00] Getting Deals Actionable
  2. Unconventional negotiation stories demonstrating creative deal-making strategies.
  1. [00:38:30] Marrying Diligence and Integration
  2. The importance of pairing diligence and integration leaders early in the process.
  1. [00:46:00] Continuous Learning Through Retrospectives
  2. Conducting retrospectives six months to a year after deal phases for valuable lessons.
  1. [00:49:00] AI's Impact on M&A
  2. Discussion on how AI influences deal flow and diligence processes, with cautionary tales.
  1. [00:52:00] Data Beyond Financials
  2. Recommendations for tracking cultural success indicators beyond mere financial performance.

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Key Takeaways

  • Cultural Assessment Importance: Understanding that culture significantly impacts deal success, Rockwell utilizes a structured approach to assess it.
  • Integration Planning: Early integration consideration increases the likelihood of achieving set strategic goals.
  • Creative Negotiation: Building relationships and addressing non-financial concerns can lead to more successful deal closures.
  • Continuous Improvement: Regular retrospectives help identify what worked and what can be improved in future M&A efforts.

Conclusion Sharon Van Zeeland's insights illustrate the significant impact of cultural assessments and creative negotiation tactics in M&A. By marrying diligence with integration efforts and frequently reflecting on past deals, organizations can enhance their decision-making processes and ultimately achieve greater success in their M&A endeavors.

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Podcast Resources

  • Learn More: [M&A Science Website](https://mascience.com)
  • S&P Global Market Intelligence: A valuable resource for private company data in M&A.

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Contact Information

  • Host: Kison Patel
  • Email: kison@mascience.com
  • Text: 312-857-3711

For more insights and discussions on M&A practices, feel free to reach out or visit the M&A Science website. Here's to successful deal-making!

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Transcript

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0:28Before we jump in, quick announcement. insight from over 400 interviews becomes searchable, structured, and instantly usable. If you're stuck on a deal challenge, the Intelligence Hub will actually surface the exact clips, frameworks, and templates that matter. And right now, for December only, we're opening the founding member presale at mascience.com. We capped it at 250 seats, and founding members get 50 % off for life. That's$497.50 instead of$995. Plus early access to the intelligence hub, members-only events, and a real voice in shaping this next chapter. If this podcast has ever helped you, this is your chance to join the ground floor of what's coming next.

1:20Go to mascience.com and grab your founding member spot before December 31st. All right, let's get into the episode.

1:34Today's episode of M &A Science is brought to you by S &P Global Market Intelligence. If you're in corp dev or private equity, you know the pain. Good private company data is hard to come by. Everyone's still chasing clean, reliable, up-to-date data. I started out using CapIQ Pro for public comps, but didn't realize until recently how deep their private company coverage has gotten. Over 58 million private companies, global reach, and actually usable for real deal work. This isn't surface level. You get real metrics, ownership, financials, funding rounds, even asset level insights. So if you're still toggling between a dozen tools, trying to piece together the picture, maybe it's time to stop guessing and start sourcing better.

2:22Explore this data at spglobal.com slash pcd-science. Again, that's spglobal.com slash pcd-science. Look for a link in the show notes.

2:43I'm Kisan Patel, and you're listening to M &A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies, and what actually happened during M &A deals.

3:08Hello and welcome to the M &A Science Podcast. This podcast is part of a mission to rethink how M &A is done, the old school, settle that approach, it's dead. Fire Lead M &A is about strategy, alignment, and efficiency, putting value creation at the center of every deal. And let's be real, it's not just about closing the deal, it's about making it successful. We uncover what truly works in M &A by learning directly from the best. Today, I'm excited to have Sharon Van Zelen, Vice President of Strategy and Corporate Development at Rockwell Automation. Ticker symbol ROK on the New York Stock Exchange, Sharon brings a unique perspective to corporate development, having built her career from engineering at General Motors and Aptiv through business development roles at Fairmont Minerals, and now leading the full spectrum of M &A integration, strategy, and venture investing at Rockwell Automation, the world's largest company dedicated to industrial automation and digital transformation.

4:08What makes Sharon's approach particularly fascinating is how she's brought an engineer's analytical mindset to the softest parts of M &A, creating scoring systems for culture fit, and finding creative ways to get deals across the finish line when traditional negotiations stall. Today, we'll explore how to develop a systematic approach to evaluating culture fit during due diligence, including specific questions around decision-making authority, succession planning, and operational speed. Sharon, how are you doing today? Very well. Thank you. Hey, thanks for taking a break from doing deals to hang out with me here in Manhattan.

4:44Thank you very much for having me. It's a pleasure to be able to explore these unconventional ways to get M &A done with you. So thank you. I'm excited to learn from your experience. And I got to give a special thanks to VRC, largest privately held valuation company for letting us use our office space to record our interview today. Can we kick things off a little bit about your background? I need to say, I really love your mission around M &A in terms of getting things done with value creation at the center, both financial and other strategic factors. And to your question, it's true. My career journey has been very interesting.

5:15I've taken a non-traditional path. I went from electrical engineer to strategy and corporate development leader in the C-suite. However, the Engineering Problem Solving Foundation, really of looking at all variables, helps me drive outcome and performance. It gave me a basis for evaluating deals from all angles. And it was very early that I learned deal success was not due to just one factor. In many cases, those factors were related and they were correlated in unexpected ways. It wasn't linear. For example, employee retention, not just at higher levels in the organization, which we all watch, but at the lower levels impacted things like new product introductions.

5:56And it became clear that future success was not just about buying the hard assets, manufacturing facilities, intellectual property, all the things we think about buying. But things like retaining talent was critical to ongoing deal success. And they're all contributing factors. I've done a number of these podcasts. I'm really convinced people with engineering background are completely different animal altogether. But they work extremely well in M &A. You mentioned the sort of correlating things and use the employee retention as an example. There's this general ability that they can really zoom into problems and get to that problem-solving mindset, zoom back out, look at the whole picture.

6:40Also think about that problem-solving mindset, which relates to the example that you just gave. Wholeheartedly agree. Is there anything else I'm missing from that? It's unique. It's something I'm even trying to encourage my kids. Go get an engineering degree because it just wires you to think different, especially this era of AI that I don't think you're going to get in a lot of other fields. I agree. I like the wide angle view of looking at all the variables. Sometimes when you're trying to solve a problem, you have to look at variables that others wouldn't consider. So for me, it's been a great foundation and it's a problem solving journey in corporate development as well.

7:14What's something you wish you knew before getting started in corporate development? Again, it's back to what your mission is talking about. Corporate development is more than just closing the deal. It's really creating value. And that includes value for all the stakeholders, including customers, employees, both of the target and the company that's acquiring that target, shareholders, investors, and to some extent, even the communities where these companies operate. So again, it's a wider angle view in terms of beyond financial impact. And I also wish I knew early on to relentlessly monitor the post-deal closing, what was happening both strategically and financially.

7:51Fair point. You sort of got the whole life cycle of the deal and then you got the impacts the deal itself makes and then you got the wide view of all the stakeholders involved. It's more than just closing the deal. It is. That's tough. You gotta keep a lot of people happy. You mentioned one of the things at Rockwell, you recently expanded your role to include strategy along M &A and integration. Can you talk to me about owning the full life cycle? What does that mean for you from going through strategy all the way through integration? How has that changed the way you think about deals and your approach?

8:26It's truly a privilege to have that whole lifecycle view. Having that expanded strategy piece has really driven me and the team to think beyond, again, just the valuation model. That is, does this transaction really advance Rockwell's strategy of driving the factory of the future or advancing industrial operations? and how do we accelerate toward that vision? So I would say we're way less siloed now. It's not just one deal at a time. We have an enterprise-wide view of the entire impact of these deals. And on the integration side, it really gives us a clear view of execution and monitoring against that original deal thesis.

9:05We do quarterly reviews of all these deals now, and we include the strategy team, the integration team, the M &A team, And we circle back with lessons learned and approach to refinements. In engineering terms, can't help it, is a closed loop system. And from my view, it's fantastic. The continuous learning along that journey. So you got this enterprise wide view when you look at all the deals happening. And then you have the integration side. So that way you're looking at this, how things actually come in play, sort of outcomes. and then we can actually reflect back with all the stakeholders involved in the whole deal life cycle so that helps with the learning retention.

9:46Has it made any impact on like success metrics? Certainly. We definitely have refined our metrics. And again, previously, maybe it was, we were just looking at financial performance, but now we're able to drill deeper down into what are the factors that impact that. Things like retention, customer complaints. There's a deeper layer. And then there's also a strategic tie into what was the strategic thesis and how do we measure that? Okay, so it changes. It's just not purely, here's the financial metrics. You're actually looking at retention, customer complaints, I think is a good one. New product introduction.

10:20Let's go to the positive side. Are we fulfilling customer gaps quicker? MPI, we'll throw some acronyms in there. I appreciate it. Yes, that's right. And then, yeah, how this benchmark against the thesis. How'd your role evolve? Did you come from the deal side or the integration side? I started just M &A, traditional, and then it expanded into integration because I was really interested in how are the deals performing post-closing. And then it expanded up front to strategy. And I've also recently taken on venture as well. So went downstream first, then came upstream. One thing wasn't enough for you.

10:53You just wanted it all, didn't you? Yes. It's so interesting. And we're going to talk a lot more about this, but just what drives success of a deal fundamentally is having all this integration consideration early in the deal process. It's interesting to see how you've been able to pick that up as part of just your role evolving to cover that full life cycle. Let's talk about the cultural element because this is something that comes up often. I know you particularly had a story on how Rockwell learned this the hard way after some acquisitions. Can we talk more about just some of the thinking around cultural due diligence?

11:30Let me back up for a minute. So Rockwell is a very large company. We're in 100 countries. We have 25 ,000 employees. So the success of our acquisitions is just not the M &A Corp Dev Strategy Team. It's also our business leaders contributing and driving those activities with us. But along with that comes a very structured process. And most public companies are, but we have systems around purchasing, sourcing, information technology, all of these very stringent rules on describing activities and ways of performing business. So we acquired a very small company that had a software solution that was spectacular for our customers, particularly in the life sciences space.

12:08They help drug discovery and drug development go faster. And our customers embraced it. And we continued to accelerate. But what we missed in due diligence was that one of the tools that the company used to help their customers go faster was a third-party software application. Rockwell didn't have any licenses for that. So right in the middle of drug development with one of our customers, they needed that application. The smaller software company would just go buy them. They didn't have all these rules and regulations. We put a halt to that, our purchasing, our IT systems, because we have to check for cybersecurity.

12:41We have to negotiate contracts. So we had a little bit of a customer issue in that we slowed down their drug development for that one activity. What we've learned through that from due diligence is that we flagged it early now, And we know to think about decision authority processes much sooner for smaller companies. When you think about culture, you have to think about what are the ways that they operate for decision making? What do they think about for approvals? And how do we get more aligned early? What resulted from that? Like, how did you change things after that? We have a playbook for purchasing and sourcing and acquiring technologies that companies need.

13:17And we have different processes depending on whether it's a small company, mid-company, or large-sized company now for acquisition. Ah, so if they come in as a small company, you may not have as much rigor and kind of work with them so they can keep up with their speed that they operate on. But keeping our safeguards that Rockwell needs. So we've identified what the priority things are that what we need right away. Yes. That's good. That's actually an interesting and good example. I like this phrase you use, decision, authority, process. Is there another way that you describe that? The reason I bring it up, this comes up a lot.

13:49And the thing that's underestimated integration is the number of decisions you ultimately have to make. If you have organizations that are very slow at making decisions, then integration can just painfully get dragged out. And that's one of the bottlenecks. I'm curious of just like, how do you actually think about that sort of decision-making process? So we have a very regimented playbook and we have RASI charts, which talks about who's responsible, who has to be informed, but who the actual decision-maker is identified. and we also have them time-bound. The decisions have a certain amount of time and a milestone and it gets elevated if a decision isn't made to make it happen faster.

14:26So they're time-bound and they're documented in terms of decisions needed and who's responsible. So you have a framework just to say, hey, this stuff's got to get done fast, otherwise it's going to be escalated to somebody that will just make the decision. Exactly. Cool. One of the things when it comes to the culture side, you developed a scoring system for CultureFit. Can you talk to me about that? First of all, Rockwell takes culture very seriously. Our cultural tenets are a very prominent piece of our overall strategy. And in fact, our company is shaped through great employees who are enabled and inspired to do their best work.

14:58We know culture is the foundation for profitable growth and accelerated customer success. So we do measurements of our own internal culture every year. For us, it's just normal. So everyone's used to the assessments and the scoring. For companies we're looking at, it's a little bit unusual sometimes, but we share our philosophy and our own culture performance early in the process. And we start to gauge their receptivity. Are they open to it? Culture indicators are front and center along with our financial requests. So we send out the requests at the same time. There's no surprises. Most leaders, once they start to understand it, are curious and they're open to understanding their company's culture.

15:38And we also emphasize there's no right or wrong answers for culture. Every company is a bit different. And things like adaptability or process consistency, understanding the company's mission, those are things that could be on either end of the scale. Again, it's not bad. It just provides a definition of what's working for that company. So you start off with this self-assessment that you do on a regular basis. Yes. That kind of helps with framing the assessment on the company. And you mentioned a few pillars that there are certain areas that you look at. I mentioned adaptability. Process consistency, understanding the mission.

16:16Those are the critical ones. Can you talk to me, like, how does this come about? If you look at where in the life cycle of a deal, do you start thinking about cultural assessment? Where does it come out? Is it like a conversation? Are you sending surveys out? It's usually post-LOI and part of our due diligence. So it's usually in our HR due diligence playbook. We do send surveys out and we do talk about the numerical scoring and the differences between the company that we're acquiring, the business unit that is coming into it within Rockwell, as well as overall Rockwell. What about before LOI?

16:51Is there any conversations about culture or just even like gut feel around culture? We often want to have a meeting with the management team to get a sense of ethics and virtues of the company. So we start there, but the more in-depth analysis is post-LOI. Do you ever get red flags early before LOI or does it tend to be like an interview? Everybody knows how to put the smile on and do the song and dance. Is that typically the case? And then it's more of the real stuff happens after LOI? It's a good question, but I would say for Rockwell, we've done some behind the scenes diligence even before we get to LOI with some partners or customers or just general industry trends.

17:30So we have some non-traditional looks ahead of time. So I would say if we get to LOI, we're pretty confident. There would be instances where you would have red flags on culture before you get to LOI that would steer you from doing a deal. We wouldn't issue an LOI if we had a red flag. We wouldn't even get that far. Some of it, I feel like almost like reputation. In our industry, I know there's companies that just have a certain reputation. I already know that. Yeah, it's tough to do deals at that point. Yeah, I would say for us, ethics is critical. You have some level of confidence to get to the point to do LOI, but then it's really getting into the specifics after LOI.

18:06And this is where you have more of this systematic approach. You mentioned that you have a numerical system. Can you talk to me more about that? We do kind of a ranking system, zero to five in these categories. So again, back to the engineering and math and data. Look, we acknowledge within Rockwell, there's differences in culture between our businesses. The software doesn't exactly match our hardware business or our lifecycle services business. So the differences are expected, but the data shared in a graphical representation. And again, with them and with us, and those graphs are worth a thousand words in terms of where the gaps are.

18:40The other piece is we don't look just for gaps. We look for similarities. Where can we leverage the things that we're very much aligned on and how do we help those accelerate the business? Gaps and similarities. Do you have examples? I have a very strong one. And there was a business leader when we had done the internal Rockwell assessment that was not showing that his team understood the mission of his team very well. And that was shocking. It was one of his blind spots. But once we shared that with him, he spent significant time communicating and talking about it. And the team's performance accelerated quite nicely the next year.

19:14So just the types of things in terms of communicating, hey, you think you're being clear about the mission, but the data showing not so much. Interesting. That's an example of like, here's a gap you identified. You actually shared that feedback and they used it as a means to improve performance. Does this same approach work internally? Is it like the exact same approach you're using? Yes. We do it not only at the time of deal closing, but we'll do it a year later, post-deal closing, to see if the assimilated group has moved in a similar direction. So yes, we use it for ongoing tracking as well.

19:45When you say similarities, what does that specifically mean? So let's say if both companies are very focused on customer resolution, that could be an area from culture that they just respond to the customer 100 % of the time very quickly. So that's something we should leverage. We should highlight in our customer discussions and our contracts that we have fast response time. So that sometimes gives us an advantage in a contract win situation. So things that we know we can leverage. It's almost like that kind of creates like some commodity between the companies. Hey, we know this. We both live in this.

20:16And you're like, yeah. Exactly. Interesting. How do you capture this data? When you turn this into a ranking system, what goes into doing that? Is that more of like a quantitative, sending out surveys? Or is it qualitative? You're doing some interviews? It's a little of both, but mainly a survey. Again, I'm focused on data and the engineering numerical analysis. So it's a 50-item survey. Quick. Doesn't take more than 20 minutes. And it's a proven technique that works. You know, like tough questions. Like, what's the most important to you? People, processor, technology. Pick one. No, we should add that though.

20:50It's a good idea. I'm going to write that down. I'll be biased. I would say tech. HR would say it should be people. Exactly. Process. They all have to work together. They do. Okay. So a lot of it is based on the surveys and then you'll actually do some qualitative interviews too? We do. Absolutely. What does that look like? How does that make an impact? I would say it's typically our HR leader and their traditional feelings around succession planning. How do you grow and develop your talent? Those types of questions. So it's more people focused and traditional HR. So that almost gives them that kind of picture from the HR line, like how does this company actually operate?

21:27Hey, what do you determine factors to promote people or something like that? Okay. So that's helpful. So you gather this data and then you start creating this ranking system. Do you break that down by departments or does it go down to each individual? Like how do you actually start aggregating all this information? We have functional leads for kind of each of the key areas. So when you think about HR, IT, finance, all of the functional leads plus the business units, it's a really strong influence on integration planning. So how do we think about what's critical to align on? What speed can we merge things?

22:00For example, if we merge IT systems, is that going to be challenging to them because they like the fast, quick tools that they have, or they'll be okay getting a broader functionality with a slower system? Or do we need to think about decision authority processes? Back to that, that's a really big one. And do we need to think about other ways to support the culture differences? Interesting. So this ultimately, it's not so much about getting red flags that, oh my God, we should renegotiate the deal or we should reconsider the deal. It's actually more about shaping how you're going to integrate this company.

22:32And accelerate our path to value. Yes. Because if you do have the right plan that you're tailoring based on these cultural factors, Do you think that makes the biggest impact when it comes to integrating a company? I feel like there's a lot of tactical stuff of just like pure IT, like we need to migrate this ERP system over, which is like a big thing. And some of that couldn't have been miscommunicated. What else is there? You feel like it's IT, the people, ultimately it's the people are the most important asset. Yeah. And then the strategy, the leadership, the strategy behind it. I agree. They all have to work in concert.

23:04What we've gotten better at is as we move towards the right IT system for both parties, whether that's ours or theirs, how do we culturally make sure that both teams can work on it together and at the right speed? So that's what we've fine-tuned. And I'm very grateful for the teams that have been continuing to improve that process and really be thoughtful on the approach. If we look at the cultural assessment, what we learn from it, and then how it impacts integration plan, you mentioned this kind of like decision-making authority. That's one area. What were the other areas you mentioned? We think about employee benefits as well.

23:39From a culture perspective, do they have different ideas about, let's say, bonus, for example? The other one is really impact on the mission and understanding the strategy and the vision. That's the critical one for longer term success. The way they're making decisions, the way they start thinking about their incentives, benefits, bonus, and just how they get aligned and rally around the missions. Communication. Their whole comm structure too. Yeah. I was going to try to use an extreme example is like you used that software company earlier. And I'm trying to imagine large company, been around a long time, top-down traditional management versus the up-coming startup that's just like triple-digit growth.

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24:19And they're just as flat of an organization that can be, which reminds me of one of the vendors I'm working with right now. They operate so different. I actually went to their office and it just blew my mind how flat the organization was. You had zero sense of hierarchy at all. I was curious. I just like, how do you operate? And they're just like, we all kind of know each other. We just go to the person when you need it. And using that as example, are there areas that it would impact? You hit on a really solid point there. On the cultural side, we used to see big differences between software companies and industrial companies.

24:49But today, almost every company has a software component. We're all using software tools or agile processes or best practices in that space. The biggest challenges culturally are coming in terms of company size. Exactly what you said, small companies versus big companies. That's where we're working really hard to have separate playbooks depending on the size of the company. And the other thing about Rockwell is over the last couple of years, when you think about things like the shock of COVID, or you think supply chain challenges, or you think about even the tariff shocks, we've become more resilient.

25:24And we're actually much more aligned with kind of that fast and adaptability as well. We're all getting a little closer together, but eyes wide open around the differences is helpful up front in a deal. So you adapt to having a playbook for the smaller organizations. That was what I was trying to get at. How do you not destroy the little companies? Yeah. Which is the cliche thing that happens. Everybody probably had a favorite product. That was a startup. Then the company bought it. Not to name names here, but I can think of a few off the top of my head. And then all of a sudden, boom, product is gone and they never did anything with it.

25:56That's part of our secret sauce. We really think about, do you leave them alone? Do you partially integrate or do you fully integrate? And it depends on all these factors that we're talking about. The cultural factors, the financial factors, the strategic factors. But we have playbooks depending on that. And we get sign-off early on in the deal before closing that says, everybody across the organization understands this is the type of company. Here's its really positive things. And here's how we think we can drive value together faster. So it sounds like the key is just being adaptive at the end of the day.

26:28It's almost like you're building frameworks to specifically be adaptive and not just have one way of doing things. You mentioned the importance of the business unit, it's a large organization. How do they come in play? How do you work with them between your department that you run that's helping to execute M &A and this business unit that ultimately has to absorb these companies? They are the driver and owner of the P &L. Our job, as I see it, is to support and give them frameworks, best practices, and help them avoid pitfalls and also go faster with processes and tools that we've implemented.

27:01So we're a support and a framework to help them. What would happen if you weren't there? A lot of the lessons that we've learned would be lost in terms of the repeatability and the efficiencies to go forward. It's almost like you're bringing the maturity of an M &A model because otherwise it's almost like they're doing it over, but you're like harnessing it across all the different business units, centralizing what the M &A muscle is as an organization. Increasing efficiency and effectiveness, I hope. My new book, Fire Lead M &A, The Framework, is officially out. Over 400 episodes of M &A Science, I've talked to the best corporate development leaders in the world.

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28:22Again, that's dealroom.net slash book. You have like an engineering perspective. Like if you think about the function of M &A, it's an odd one because everybody thinks of IT, HR, finance. But M &A is a function. Is it fair to say M &A is a function or do you think of it as a muscle within all these different functions? How do you think about where M &A actually sits? I think it's both. There's a very specialized skill set for M &A professionals, just like finance or HRIT. We have the privilege, at least at Rockwell, to look across the company and help bring that out and help our business leaders accelerate inorganic growth faster.

29:04So we're both a function and kind of support across. So if you're giving me like a visual picture of what that looks like, it's almost like a function, but then it's cross-functional nature because it integrates with every other department. Yeah, we have a functional lineup, and then we are somewhat dotted line support to our business leaders. That makes sense. A lot of dotted lines. Yes. But again, from an engineering mindset, I love the view of the whole solution and the complexity of all of those variables and all of those pieces fitting together. Now in this deal thesis, what's included? For our deal thesis, we have generally what is the strategic reason for doing this?

29:43In our strategic framework, does it accelerate customer revenue? Are there opportunities to do new product introductions faster? Does it give us the opportunity to expand market share? All those types of things. So we really think about it strategically and we think about profit as well. I would also say on the strategic side, we think about our geographic footprint. So all of those things come into play. There's clearly for the deal thesis, a financial model as well. So those are the things we think about. What about the integration part? Is there anything that talks about like how the execution or the, how it's going to get done?

30:19As I mentioned earlier, we think about, is this one that we're going to stand alone? Are we going to partially integrate? Are we going to fully absorb? So we do think about that early as well. Is that in the deal thesis or that completely separate? There's a draft of it, but obviously as we get through due diligence, it could change. It materializes. Okay. Okay. That's actually helpful. I want to shift gears now that we're talking about the deal thesis. Let's talk about getting deals actionable. Before we talked, you shared a really good example about a land deal that you worked on. Yeah, that land deal is the perfect example.

30:48The mining company who I worked for at the time really was looking for land with mineral rights. They were trying to get the ability to mine some minerals. And when the time got close to closing, the landowner just would not sell. He was backing away and we really could not understand why. And we took him out to dinner, which in Texas, by the way, steak dinners are always part of transactions. And over dinner, it just came to light that, look, he had hunted on that land. His grandfather had hunted on that land. He wanted to hunt on that land with his sons, and it just was not feeling right to him to give up the land for any price.

31:26But what we did as a deal team is we took that back and we said, look, it's never been done, but let's extend an exclusive right to hunt on the land for a couple of weeks, a year in the fall. In an area that we weren't mining, there were no mineral rights anyways. So we executed a hunting land right, which is never before done that I was aware of, but he was very happy and it had high value to the seller. So this is an example where creativity, again, that problem solving mindset and thinking about all the variables, can utilize things outside price or terms. And I've had other ones as well. There was an owner who had a company truck that he just loved that company truck.

32:06And even though it was an asset and part of the transaction, he just didn't want to give up the truck. So we found a swap for that truck. He bought another truck and put it in the deal and got to keep his company truck. Or there was an owner one time that just really gave back to the community. He sponsored the 4th of July parade every year in the community and he wanted to guarantee that was going to continue on. So maybe there's some cost to that, but in general, it's not a key price or deal term. So those are the types of things when I think creatively how to get the deal across the finish line.

32:39These examples, the hunting land rye, the truck, the 4th of July sponsorship, they're all very sentimental. Yes. That's interesting because you never think about looking for your deal blocker as some sentimental things. You just have to use a wide angle and look at all the variables. Sometimes just personal relationships help with understanding what's really going on in terms of the mind of the seller as well, beyond just the numbers. Teach this to me. Teach me how to get deals actionable because I'm still a rookie at this stuff. And I've advised on like 35-ish deals and as an advisor. Now I'm working as a principal, still executive chairman for Deal Room and still working on some of the M &A deal.

33:16Now I'm starting to rethink some of these things because you automatically default to price or terms and you just automatically are like, okay, I'm going to win deal right now, right? I think it's a price. The terms, maybe the price is almost a symbolic thing because it's not the best scenario, but it's almost like, hey, we want to know like we didn't totally lose face on this deal. I feel like the price is almost like symbolic, which I think is making it sentimental. Yeah. I just think there's a lot of different ways and it comes down to emotional intelligence, which I know sometimes is a buzzword around that.

33:51But I do think there's an aspect to deal-making beyond just the financial intelligence and it takes a good listening and a wider angle to think about those things. Give me a playbook. Teach me how to rethink approaching deals because I'm like the typical finance person that's like, what's the price? This is how I would negotiate with you. I'm like, hey, I know you haven't thought about selling your business, Sharon. What would be the price to get a deal done? There's various approaches that you can use. One is where would you see the business five years from now? So sometimes you can get a sense of what their dreams and hopes are.

34:21And then I would also say just what are you most proud of in terms of this business? What do you really like? And just try to learn what drives them. Okay. So instead of like, how much do you want for this business? It's like, hey, I love to hear about where do you see the business five years from now? Where would you like to see this business in five years? And that could be X amount of revenues. Maybe you have a daughter that you want to see working in the business. and it's like, oh. Or you want to see the 4th of July parade float with your company name on it. Yeah, absolutely. That's like a big thing that's meaningful for you because you and the family go see the 4th of July parade every summer.

34:55Exactly. And then the other example is, what are you most proud of in the business? Which I think is a really good question to ask. Often it's people that they've employed, the growth and development of their team. So it also helps you understand who do they think is valuable, who do they think has grown and who can grow more. I had the same with Dealroom. I built the company up from scratch and then I let myself basically get fired. So it was like learning to step away. They kind of had that inclination that we're going to flatline at 3 million if I just keep running the things that way to do.

35:23We're on a leader. Whoa, this is great. I bought another good leader and then I go find something else to do. Good for you. You're a wise leader. Well, we'll see. If I get to keep playing and I'm happy, I'm sure that's good. Have you ever seen other things when you ask this stuff, you know, five years from now where maybe that could be pretty unique in terms of vision, but what do you think? you most proud of? The people always comes first. Is there anything else that you typically hear or may hear instead? Oh, for sure. The products. Products. Okay. The technology or the patents and the solution that they offer customers.

35:55That's the driving force behind most business leaders and entrepreneurs. The future and what they're most proud of. That helps and gives you some unique insights so you can start speaking with them instead of at them. Is that it? There's nothing else. I can't give you all the secret sauce. Okay. But this is like a great starting place. I can get my reps in and do this and see what else. When it comes to building trust with people, what's your approach there? I feel like there's just getting the first conversation. And then I have a sense that meeting face-to-face is a good one. The steak dinner is, I think is another one.

36:31Do you almost get a read of the person? Oh, we're really clicking right away. Let me go invite them for the steak dinner and just try to get more time commitment faster. What's the logic, I guess, or how do you engineer that? Yeah, you're exactly on the right track. Face-to-face meetings help outside of negotiation discussions help. I would also say for us, the big thing is, can we validate the information that you're sharing with us? That's a real trust builder for the Rockwell team is the data that you're providing. Factual and true, are there audited financial statements is what we're hearing in the marketplace about your product.

37:05True. Those types of things. So it builds from that. And the exchange of data, again, back to engineering. Show me the data to support the statements that you're making. Early in the process, we get to a point where we sign an NDA. We're exchanging information. There's trust on both sides. You want trust that you can trust them as an organization, as a leadership, that they're giving you the right information and just answer truthfully and I think you get a sense of them working with. And then there's the questions you ask to get their perspective on what's really important to them. And that's where the vision and what are you proud of perspectives are helpful.

37:39That gives me a good sense how to get deals actionable. When you take these things and they correlate into an offer on the business, how do you approach that? Is it based on the data, we have a pretty systematic way of presenting an offer? or do some of these variables, like the sentiment part, give you some kind of influence in how you would structure the deal? And there's obviously cases that you brought up, which is more of overcoming the blockers, but even just trying to structure the initial offer. Our offers are generally structured in a similar way. We have general terms and conditions and things when we think about liabilities and we think about market sizing and ongoing retention of employees.

38:25So those things are pretty traditional, but we leave some flexibility or unusual circumstances and other ways to structure pieces and parts of that. So pretty straightforward in terms of your approaches general, in terms of how you would bucket the company in one of those whatever matrix. And then you have a way to present the offer to them. When it comes to digging into some of those areas, like you gave an example, is that when you get the pushback and it's like, hey, whatever response that you get that I changed my mind or I'm not really ready for this. Is that when you start digging in more to try to figure out what those blockers are?

39:02We're always eyes wide open for challenges to getting a deal across the finish line. So when it happens, varies. Sometimes it happens early. Just the request from Rockwell in terms of our diligence list can be long. So sometimes that's a little bit of a challenge. And then I I would say, again, as you get closer to the end, sometimes other things come to front. But our eyes are always wide open of when there might be a challenge. I feel like the default answer or response to initial LOI is the price is too low. And I feel like it's like a default response, even though some of those other sentimental examples are the actual issues at hand.

39:39But I feel like you're not going to get that. Nobody's going to come out and tell you that I really wanted to have my company logo on this float in the fourth day parade. And there's a reason I'm not doing the deal. I honestly feel like someone like me, and I don't know if this is more of a cultural thing, but to the price, I would just like, give me like 2x more. We're not even close. Price is the biggest factor. One of the things that Rockwell also does very well is we're very thoughtful about our LOI price. We have done a significant amount of diligence if we get to LOI. So we understand the value of the business pretty well.

40:09We know what the market comparables are. We know what our peers are doing. So I would say our prices are fair. We also offer more than just financial incentives. So it's a different perspective. Do you ever have those situations where the counterparty wants to negotiate on price, but then you sort of find ways to change the terms instead and bridge the gap that way? Sure. That's the win. Do you have examples of that? Like that's the thing. Teach me that. That's the biggest thing, especially doing software deals. I feel like valuation gap, if you could teach that as a course, by all means, I'll sign up.

40:44I agree. The valuation gaps in software can be super challenging. Particularly, we're looking for profitable software companies who are in an interesting time in that space, for sure. But I do think, again, I'll go back to it. What are comparable companies obtaining? What are the funding rounds looking even for early stage startup companies in similar positions? And the market adjustments will drive more of that. Where do you get that data from? Many sources. A lot of different tools. Yeah, many sources. I know. We can Google. I think our deal room has a market map of all these private company data tools out there.

41:15It's hard to get really good valuation data though. Actually, you get public company comps are pretty easy. Right. And then there's some I've seen where they pull the comps from private company, but I just don't trust it. We've done some ourselves, some private company transactions. So that helps your own internal. But yeah, we go at it from many different ways. There's a certain valuation company I'm trying to convince to prioritize all their data that they have. That would be great. We would appreciate it. Yeah. I'll let you know if I convince them to do that. That would be an awesome product.

41:47Agreed. From a buyer-led M &A perspective, how early in the process do you start thinking about integration? This is the area that's been the biggest learning for me. And I would say the team at Rockwell. We've proven the earlier the integration team starts, the higher the likelihood of success on the other side in terms of value creation. The prior thoughts or when we first started were, let's not bother the integration functional leaders because we don't know if this deal is going to close. Let's just wait till closing. That's very common. That's so common. And then we'll deal with it. But we have spent a lot of time re-explaining the deal, the thesis, and the functional leaders.

42:23There were things that we missed. Now we start even before the LOI. We marry our diligence leaders with our integration leaders. And sometimes they're even the same person on a function, which is great. And that's really right after strategic fit's been validated. and we pull ahead all that real world operations, systems, experience from the integration team up to the diligence process. As I mentioned, we won't have a full integration plan at the time of LOI, but we'll have a view and we'll have a close to complete integration plan at the end of due diligence and certainly before signing. Okay.

42:56So the problems, if you don't think about integration early, you end up having to re-explain this with the business unit? With more the integrational functional leaders. And the business unit leaders to some extent, but usually the business leaders are with us at the early stages. They're with us the whole way. You don't ever happen to re-explain it to the folks in charge of integration. Yes. Things will end up getting missed. Yes. And this is the phrase I heard, the knowledge chasm. That's a good one. And then this is where you counter this by marrying the diligence integration leaders. And in cases, they could be the same person, which is even better.

43:29And that gives you that continuity of all this incoming data that you get. Diligence can be valuable in planning integration. And their goal is by LOI, you at least have a thesis of how this company is going to get integrated. Then as you get to sign, you ideally want to have a pretty comprehensive integration plan. This is like the Bayer Lit M &A framework. It's all about synchronizing diligence and integration. So this is a great practice. When do you socialize this with the target company and try to get alignment there to like, hey, this is what the plan is on integrating it. So that way you hit the ground running from day one.

44:08Or is that, do you wait till day one or? Such an insightful question for us. We involve them pretty early because look, we want our acquired company talent to stay with us and they want to be part of the success. So we start to talk with them very early in diligence and say, hey, this is what we're thinking about in terms of integration. So they're part of the integration team. Our integration leaders on our side have a corresponding rep on the target side as well. Okay. So your integration leads, they have another corresponding person in the target company. And as they're developing this integration plan, they're socializing it with them.

44:45So they get to validate it. They're like, I don't think that's going to work. Exactly. That's exactly right. Or that's a really great idea. That's a good idea. Do you ever heard of that concept like reverse integration? I did a cool interview with Cisco on their Splunk, it was a huge acquisition, but there was just parts of the business were like, we're not going to follow the traditional integration. We're going to flip it around and actually take their process. Yeah, for sure. We don't call it reverse integration, but if they have systems or tools that are better than what our current business is using, we will also do the same.

45:15I didn't know there was a fancy term, reverse integration. Maybe you could coin something else. I don't know. I'll work on that. All right, we'll stick to reverse integration for now. Works. When you do, let me know. I will. I got to update my vocabulary. So this is really good. So that's like, it sounds like a really key element. It's not only early, have a view, a thesis on how you're going to integrate, have this synchronized approach so that information coming in diligence starts feeding integration planning as soon as it comes in. That goes to this iterative process to building an integration plan, which gets socialized with the corresponding integration leads and the target side so that they can validate it.

45:55Close happens. Everyone's on the same page about priorities, what's going to get executed, how it's going to get done, and things are going to go a lot smoother. Then we should also talk about which is the cost of integration. The other reason we pulled it ahead was because there can traditionally be costs associated with integration and we wanted to capture that in the deal model. So that back to the numbers are critical as well. So there's a key piece of that. Tell me more about the cost because I look at a deal where it's going to be very cost synergy oriented. I was told that you should plan to spend a dollar for every cost savings.

46:29Saving a dollar is going to cost you a dollar. Is that true? That's an interesting analogy. I haven't looked at the data. It wasn't an engineering person. It was a finance person that told me this. I'm not sure if that's true, but I do think depending on whether you leave them alone or partially integrate or fully integrate, there are some costs associated with that. we've learned along the way that we need to think about those. And we actually put those integration costs in our deal model. So our ROI calculation includes them. So we know it's a deal cost. Also a good practice. It's like an early thing.

46:58I see organizations evolve. Like your first deals, you don't do that at all. And then, and it is, it's like a deal when we try to sell software. And if it's an earlier company, there is no integration budget. And then, so the integration team wants to use it, purchase it. It doesn't, but it's a mature company, like any of the Fortune 500, basically. they have a huge budget for integration. Massive. That's why, because then they learn. What does that ultimately do? Okay, the integration costs, making sure you have, I don't understand what the budget is, but you're also like validating that budget when you're going through the planning process.

47:30That's right. So you may have an early, we think it's gonna be this, but towards close, you may adjust that. And that's part of your integration planning. That's right. And it can go up or down. We might find some savings that we hadn't thought about early on as well. What are the net results? You look at the old way of doing things where it's a couple of weeks before close. You're like, hey, integration folks, we're about to close on this deal. You should probably get up to speed versus what you described. Like what is ultimately the net bottom line result? So for us, it's again, acceleration to value, but what we call steady state integration.

48:00They're on all Rockwell systems. They're functioning in terms of new product development processes that we use or whatever the integration plan had hoped for. we're getting there faster and we're actually closing. And we're saying we've finished on time. I would say the ones that we hadn't pulled ahead the integration team, they went on a little longer, had a little more challenges to getting to the end state. Whereas the ones that we're doing today with this approach are reaching the milestones as anticipated. So mainly you use the term accelerate to value and then getting to steady state. So essentially you're getting an integration done a lot faster.

48:36Or as planned. As planned. Which means you'll hit your investment thesis. That's the goal. You achieve your investment thesis is the ultimate goal. I feel like when we talk about the fabled high integration failure rate, I feel like that's just such a misnomer because yes, once in a while deals will totally blow up, which you go in the news probably, but it's usually the way you described. It just takes you longer to actually get that target value. It's just a delay. Now, if you do accelerate it and then you do get the target value, that's a good thing because then you'll be able to usually receive those cost synergies, improve the EBITDA margins, and improve cash flows in the business.

49:15And do more deals. Then give it capacity, go do more deals. All right. That's why you should plan your integration early. Another thing that you mentioned is your team has several people in each traditional M &A, integration, and strategy. How do you structure collaboration between these different teams to have assurance that insights from integration failures feed back into your diligence process? As I mentioned, it's a privilege to have that full scope and view. The team is super collaborative. We're all in the same staff meetings. We're hearing all of the updates from all of the different phases of a deal.

49:53And we update the due diligence. We update the integration and the strategy playbooks along the way with anything that anybody's learned over the course of the transaction, we always really look for those success factors again. What went well that we can leverage on the next deal? And then I'm a huge fan of celebrating the wins. That's important too. So this is almost like a retrospective basically that you have and you bring everybody together. Hey, what can we improve? What was the good stuff that we did really well? We do it after every phase of every deal. So even after strategy, after that's complete and a deal's been validated from a strategic perspective.

50:33Six months later, we'll come back and say, was that a good process? We'll do the same thing for due diligence at the end. Maybe a year later after closing to say, did we capture everything in due diligence? And same thing on integration. And then the integration actually has check-ins every six months until steady state. So there's lots of reflection. So your retrospectives are actually pretty far out. When you first mentioned, I was thinking of like, you just closed the deal and it's like, all right, which is everybody's in pretty happy mode. You know, they're finally getting to sleep again. But no, this is actually like several months out.

51:02Our perspective, and we used to do that, but I would say on diligence, we feel like you don't really understand how well you did in diligence until a little bit further out, six months. Because closing the deal is one thing, but actually running the business post-deal gives you more insight into what you did. Did the diligence uncover everything you expected? So that's why we let it run a little bit before we do that. That makes sense. But now everybody's involved on those retrospects. You might have a retrospective focus on the strategy of a deal, but it's all those different functions of M &A involved in it.

51:34Yes. How do you keep people from forgetting everything from all the months that go by after the deal's done? It's interesting because people want to share, particularly the things that are a challenge, because they want to make sure we don't do it again kind of thing. So we don't have trouble with people remembering. And they're still generally aligned with the deal in some function. So it's front and center. That's true. I'm starting to believe this more and more, that if it's really important, you'll remember. True. You know, I'm always like scrambling, like, where's my to-do list? What happened?

52:07This and that. But it's really important, you'll remember. That's right. Some scar tissue. Yes. Now, looking at the broader industrial automation sector, how has the rise of AI and digital transformation changed the way you look at acquisition targets? I'd say AI and digital transformation hasn't really changed our strategic areas of interest. We know what those are, but what it has done is make us be more thoughtful about our due diligence processes. So when you think about access to data or cybersecurity or confirmed source code ownership, those things are really becoming front and center as we think about data management and AI and open systems.

52:50And on the cultural side, I would say the people aspects continue to be high in those areas of AI. So those are the things that we're thinking about. So you think and act more and more like a tech company? Yes. Does the market value the same way? Rockwell has had a portfolio in software, hardware, and services. So we span all of those kind of technologies. And I do think we're valued in the way that others are driving this transformation. Yeah, it's just interesting to see some larger conglomerates, how they've sort of introduced spinoffs by sector just because of the way market perception acts.

53:27We'll have to get your CFO on the podcast to talk more about that. I would think he would say he's very happy with our portfolio. If you can get him on the podcast, you know how hard it is to get CFOs on this podcast? If you can, I will have a reward. Bounty, if anybody's listening to this podcast, can help me get CFOs on M &A Science. I will put in a nice reward out there, but it's like the hardest persona to get on this podcast. They're a little busy. I get it. They're CFOs. Sometimes the CEO actually has it pretty good. And they do things beyond just M &A. Yeah. So in terms of just adopting with the industry sector, it is really fitting in with the way we evaluate technology, look at the security component and all those aspects like you would.

54:05So you're really evolving to just mature the process for emerging technology. For the other corp dev leaders out there who want to implement more systematic cultural assessment, and maybe they're just being challenged with their own organization. And this to be the traditional way of just focusing on the financial metrics. What advice would you give to them to make that kind of change? It comes back again to the data. There are other pieces of data beyond just financial things like employee retention, promotion rates, are people sticking around and growing once they're acquired and contributing that value creation at the same rate, post-acquisition and pre-acquisition?

54:51So are they still growing at the same speed? And are there gaps that exist? And if they are, what are the indicators that might be driving that? Something from culture, maybe it could be employee morale, or it could be absenteeism, those types of things to look at. But some turnover is going to happen when you acquire something. But if you can really look at those trends over time, that helps. We also look at rate of new product introductions. We look at, again, we talked about customer complaints or customer success stories. So all those things outside the financial metrics is a good way to start to introduce some of this aspect to deals.

55:25Yeah. It's looking at the whole picture, but you get these metrics, the employee churn, promotion rate, PI, customer success, which attributes to company success in general. That's right. So that's why you dig into the cultural assessment part. What's the craziest thing you've seen in M &A? I think it's the implications of AI. And it's not so much on the companies we're acquiring. All M &A professionals are working really hard to understand how AI can help us enhance deal flow, help us get faster due diligence, shorten the time from strategic idea to value creation, and really finding what the truth is out there in some of these data sets.

56:02We want faster deal closings. We want data that's solid and that we can trust the integrity. So that's what excites me about M &A right now is the ability to use some of those tools to go faster. Is there anything that scares you about it? Yeah, I think it can give bad information sometimes. I actually have an experience where an analyst was researching a company and the AI response was that it's a private company. And the truth is it's a public company. So you have to be very careful and the human oversight will always be needed, a human in the loop. But I do think there's an opportunity for efficiency and a whole coalescing of connecting the dots, which I'm looking forward to.

56:41Yeah, likewise. I think that's probably today's time. The craziest thing is the way AI is changing the M &A process. Still a lot of things in the works. Even my own personal experience when I was working with it directly at Dealroom, I saw the same thing. You start putting large batches of data with AI, it just hallucinates. So you want to bring it down to the smallest pieces and aggregate it together. Exactly. But sometimes I worry about the, we get a little bit off of the people to people part. If we get too reliant on trying to automate the whole entire diligence process, you got to have the conversations to do our cultural assessments.

57:14Exactly. This has been a great conversation, Sharon. I appreciate taking the time from doing deals to help me become a better M &A scientist. You helped me as well. So I appreciate the opportunity. It was fantastic. Those of you still listening, my M &A science brothers and sisters, I can't thank you enough. If you've gotten this far through the interview, I'm proud of you. I love to hear from you. We got a lot. We're carving out M &A Science. You may have heard, but we're going to be doing a lot of new things. Make sure you visit mascience.com. You're going to see a bunch of changes to the website.

57:47We're going to have a new registration form for our newsletter and a lot of cool things in the work for the new year. Also reach out to me directly. I'm usually responsive on LinkedIn. Always welcome ideas for topics I haven't covered. any positive feedback. I'll take the criticism too. That's how I get better at this. Till next time, here's to the deal.

58:19Thank you for taking the time to explore the world of M &A with our podcast. We love hearing feedback. Tag us on a LinkedIn post, add a review on Apple Podcasts. We'd love to hear from you. If you need help standing up an M &A function or optimizing one that you already have, we're here to help. And if we can't help you, we probably know someone that can. You can reach out to me by email, Kisan, K-I-S-O-N, at mascience.com. Or you can text me directly at 312-857-3711. If you just want to keep learning at your own pace, visit mascience.com for a lot more content and resources. That's where you can also subscribe to our newsletter.

59:04Again, that's mascience.com. Here's to the deal.

59:17views and opinions expressed on M &A science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual this podcast is purely educational

From the publisher

Sharon Van Zeeland, Vice President of Strategy and Corporate Development at Rockwell Automation

Sharon brings a unique engineer's perspective to the softest parts of M&A. In this episode, Sharon reveals how Rockwell developed a systematic scoring system for evaluating culture fit during due diligence—complete with numerical rankings across key dimensions like decision-making authority, adaptability, and mission alignment. She also shares unconventional tactics for getting deals across the finish line, from negotiating hunting rights to sponsoring 4th of July parades, and explains why marrying your diligence and integration teams early is the secret to accelerating post-deal value creation.

Things You'll Learn

  • How to build a numerical scoring system for culture assessment
  • Why marrying your diligence and integration leaders from day one eliminates knowledge chasms, captures integration costs in your deal model, and helps you reach steady state faster than traditional handoffs
  • Creative negotiation tactics beyond price and terms 

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This episode is brought to you by S&P Global.

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Buyer-Led M&A™: The Framework is Now Available

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After 300+ episodes of M&A Science, I've taken insights from the world's top corp dev leaders and distilled them into a practical framework for taking control of your M&A pipeline—how to source deals directly, build relationships earlier, and stop being auction-chasers.

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Episode Chapters

[00:02:30] From Engineering to Corp Dev – How Sharon's electrical engineering background shaped her analytical approach to evaluating all deal variables, including the unexpected correlation between employee retention and new product introductions.

[00:05:30] Owning the Full Lifecycle – Why Rockwell expanded Sharon's role to include strategy, M&A, integration, and venture investing, creating an enterprise-wide view with quarterly reviews and closed-loop learning.

[00:08:30] The Cultural Wake-Up Call – The story of how Rockwell acquired a small software company and nearly derailed a customer's drug development timeline because they missed evaluating decision-making authority during diligence.

[00:12:00] Building a Culture Scoring System – How Rockwell uses a 50-item survey to create numerical rankings (0-5 scale) across cultural dimensions, then visualizes gaps and similarities in graphs that are "worth a thousand words."

[00:19:00] Integration Playbooks by Company Size – Why Rockwell developed separate playbooks for small, mid-size, and large acquisitions, and how they determine whether to leave companies alone, partially integrate, or fully absorb.

[00:27:00] Getting Deals Actionable – Sharon's unconventional negotiation stories: securing hunting land rights for a Texas seller, letting an owner keep his beloved company truck, and guaranteeing 4th of July parade sponsorships.

[00:38:30] Marrying Diligence and Integration – The shift from waiting until closing to starting integration planning before LOI, including how Rockwell pairs each integration leader with a corresponding person on the target side.

[00:46:00] Continuous Learning Through Retrospectives – How Rockwell conducts retrospectives after every deal phase—not immediately after closing, but six months to a year later when they can truly assess what worked.

[00:49:00] AI's Impact on M&A – Sharon's perspective on how AI is changing deal flow and diligence processes, plus a cautionary tale about AI hallucinations incorrectly identifying a public company as private.

[00:52:00] Data Beyond Financials – Why corp dev leaders should track employee retention rates, promotion rates, new product introduction velocity, and customer complaints as cultural success indicators.

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