Integration Strategies in M&A Part 2

0:28Hello, M &A scientists. We do cap the number of free signups. So get registered today at mascience.com. Again, that's mascience.com. See you there.

0:48I'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.

1:13Hello, M &A Sciences. Welcome to the M &A Science Podcast, where we learn from the best in M &A to uncover proven techniques for enterprise value creation. If you're interested in learning more about the products and services we developed to support world-class M &A teams or want to get involved with our community of forward-thinking M &A practitioners, visit mascience.com. You can get started by subscribing to our free weekly newsletter for the latest insights and events. Again, that's mascience.com. All right, we're back. I'm your host, Kisan Patel, CEO and founder of M &A Science. Joining me today is Chris Evans, experienced M &A leader, former head of CorpDev integration at Amazon, and also joining me, Scott Boyd, independent M &A consultant, former head of CorpDev integration for AWS, and longtime employee of Chris's.

2:06He's currently the deputy director of strategy implementation at the Bill and Melinda Gates Foundation. Continuing our conversation, I want to talk about change management. Why is change management so important? In addition, how do you distinguish that between the integration strategy and change management? Change management is important with an acquisition because an acquisition is pretty much the biggest change any company will go through. And it all happens very rapidly. And so having very active change management to help people go through that is important. You can talk about deals being about many different things or supply chains or customers or this or that.

2:46But in my mind, like every deal comes down to the people and the employees, ensuring they have the best experience possible going through it, I think is important to every transaction that's out there. Even the easier deals still involve a lot of people still involve a lot of people going through a lot of change. And change is hard, and change is distracting. And so having very proactive change management to help initially people, employees, and then various other stakeholders go through that, I think is incredibly important in any deal? They're linked throughout the M &A lifecycle as well as certainly through the integration.

3:20It's generally understood and appreciated how communication fits into change management in terms of being transparent, communicative, proactive to an employee base. A lot of that is motherhood and apple pie. The thing that I think is less appreciated or perhaps less discussed is just the intentionality that change management enforces in your integration plan. Change management, to Chris's earlier points about the often disconnected nature of cross-functional integration efforts, change management requires a deep level of intentionality across those various work streams, across those various functions to ensure that employee and customers in particular are experiencing that change in a graceful, thoughtful way.

4:04And they're not just getting slammed by what we used to call at Amazon, the Amazon bear hug. that in particular, I think some back office functions and general executive C-suite folks can absolutely feel without that level of intentionality and without that level of sequencing of change that I think change management can help bring about. It's almost as important if you look at it from the other standpoint, if you don't have it in place, then an integration team frequently works with, we'll start with leaders. And so we'll work with the leadership of the company. And then there's almost a hope that those leaders are cascading information down to their teams or being thoughtful around how to pass that down.

4:44And sometimes that happens. Sometimes that does not. Then employee bases hear about things at the water cooler or through messages. And it's a high level distraction for employees because they're not hearing as much about the acquisition as they think. And everybody assumes there is more going on, but they're just not being told, they're in the dark. The concern around it becomes very real if you don't have a very proactive change management in place, which is probably telling people what is going to change and also what is not going to change. An acquisition can test every mechanism at the company, but going in and saying, actually, this and this, you're not going to change, we're going to keep those in place, is hugely beneficial.

5:21And that oftentimes doesn't happen if you just have an integration team that's just driving from the top and there's a hopefully a cascade of information that comes down? One thing that I learned the hard way at my time at Amazon, I think there is a general recognition in supporting newly acquired teams through change management. But what's often not discussed is the change management that's required within the parent organization. A lot of this ties back to what is your acquisition rationale. And what I mean by that is if you've taken a number of swings at a segment or you've taken a number of swings at developing a product internally and just not gotten where you want to go.

5:57I think M &A is a very logical next step to try and meet that market need. But it's also important to think through what then happens to my internal team. Is the expectation that those folks will work with the newly acquired team? Are they going to get laid off? What kind of change support is required within your own employee base in order to make the acquisition a reality? I would say that when acquisitions fail, which is common, it's just as often that the root cause lies within the parent organization than it is within the target organization. And ensuring that you're supporting your own employees through the change that an acquisition may present can be just as important depending on the magnitude of change happening within the parent company.

6:37What ultimately is change management? I mean, is this a set of to-dos? Is it like a work stream of its own? When it comes to the practical execution is change management, actually. I would say, and this is a tough one, right? It's a term that means a lot of different things to a lot of people. And I think sometimes can be used interchangeably with communications. The biggest value I see in change management, and I referenced this earlier, is the intentionality and the scrutiny that gets applied to literally every plan, whether it be a business plan, whether it be a customer migration plan, whether it be cross-functional back office work, ensuring that happens in a coordinated, intentional way and that the sequencing has been decided thoughtfully is super important in terms of ensuring that we're managing unintended consequences.

7:26And that level of intentionality then enables you to communicate thoroughly and thoughtfully about the change to come. Yeah, intentional communication is key and it can start off very lightweight. hey, change management can be, I wait, early on, we were talking about how do we communicate with employees? We don't really see, we talk with leaders, but we don't really engage actively with employees as much as we would like. I worked on one deal with someone and we were like, let's do a newsletter. And like, what are we going to have in this newsletter? I was like, I don't know yet, but we're going to tell people we're going to send a newsletter out every two weeks and we will figure that out over time.

7:58And it was fairly rudimentary, but people really enjoyed it. When we go on site, people would reference it all the time. and just any kind of proactive information that they're getting is great. And people would reference like, oh, I had prior acquisitions. They never told us anything and we didn't know what was going on. We're in the dark. Even something as basic as a newsletter or a basic newsletter is a step in the right direction. And then you build on that by having a newsletter and then corporate IT is like, oh, can you put this in a newsletter? We're going to send everyone laptops. A change manager should then ask questions like, okay, great.

8:32What's going to go with it? Yes, I'll put in a line and I'll put in a link that laptops are going out. What does an employee do when they receive this laptop? They go to this website and does the employee have access to that website because it's behind our firewall? Not yet. We're going to send that to them in two weeks' time. And sometimes people more broadly can be working through playbooks or can be making assumptions about the levels of access that acquired employees have to the parent company or other things that are different about being an acquired employee versus being a hired employee.

9:02And so having a change manager who's very intentional on the exact experience that the employee is going to have with these interactions is incredibly beneficial in ensuring that those employees go through this in the best way possible. And we clean up a lot of the sausage making and drama that might crop up. We've dealt with that internally before we have this ideally very polished communication that goes out to the acquired company. Change management is a work stream for you. Absolutely. Yes. Can you talk me through how do you staff or think through staffing it along with maturity or M &A function?

9:37As in when to roll it out or when to have a person or who to hire or how to start, how many people should be staffed on that type of thing? Yeah, because you gave examples. Have you seen a lot of maturity in the Amazon time? But even thinking of the same situation, you're going from occasional to frequent acquirer. How do you start thinking and staffing for a change management as a work stream? Hiring a dedicated person really kickstarted change management for us. I think because we would work through transactions and we would have our approach and we would talk about change management and say, oh, we should do change management.

10:06We should think about cultural due diligence and integration. But then in the heat of the transaction, people naturally gravitate to the thing they know. They're like, I'll get to that cultural integration thing, but I'm going to do payroll today. And then I'm going to do benefits tomorrow. And the reality is that these things are amorphous and challenging and people will do what they know first. And so it made a huge difference when I hired the person to run that team who is still running it today and incredibly fortunate to find a wonderful person for a very amorphous job. The role is quite amorphous.

10:40The background of the person in that role, I think, needs to be incredibly varied. Change management is a real function as a science. I think a lot of people are like, oh, I can do change management. How hard can that be? But there is a lot of theory that sits behind it. Having somebody who actually deeply understands that theory and then has had a number of experiences across consulting firms and in real life makes a huge difference. And obviously, the larger consulting firms have change management functions as well. Many companies have change management for the company itself. Amazon did not have change management as a vertical function within the company.

11:14And so we were pretty one of the first people in Amazon to have change management. But I think a lot of other companies actually pull people from a central change management function of experts that they can pull in to roll that out. But having a person in place was really helpful. And at that point, we were pretty acquisitive. We got to a decent scale of probably 5 to 10 acquisitions a year by the time we actually pulled the trigger on that. The value of having that person in place, I wish I'd have done it years earlier. And then to staffing, it's a lot of work. We would have dedicated integration managers or at least one working on our transactions.

11:46and then we would have change managers working on two or three transactions at the same time. But they would be juggling a lot of work through that timeframe. One common misnomer or mistake that I've seen be made countless times is just this implicit assumption that somehow change management is just going to be handled by the HR team or that somehow it's a facet of an HR organization. And a change management team may reside within an HR organization all up, but it is absolutely not something that should be expected from a normal HR business partner or an HR M &A leader, if you're lucky enough to have one, those folks are going to be appropriately and understandably focused on HR topics, integrating with the HRIS system, compensation changes, benefits harmonization, contractor characterization concerns.

12:35There's an awful lot of work related to just integrating the function of HR, none of which could be mistaken as change management. Change management is by definition cross-functional in a way that no one function could cover on its own. It's a business function. The change that we will put an acquisition through should be led by a business function. I saw the CorpDev team as a business function. People who worked on transactions were seconded to that business for that period of time and they were business leaders going through that. And a lot of change that gets rolled out with acquisitions is HR related.

13:09That is a big chance of change that gets rolled out. so I can see why people made the decision to have change management within an HR function. But then what impacts every employee? Then there's all that. There's corporate IT, there are real estate implications, there are business process implications, there are operating model implications, how do people work with their new bosses and financial ramifications and reporting and a very wide variety of areas of change that gets rolled out. And that's only if you're talking about the employee experience. A mature change management function also thinks about how are we changing vendors, like what's happening to vendors or suppliers or customers and various other stakeholders as well.

13:50And so I think that the HR function, the HR change that gets rolled out is incredibly important, but it is a small facet of a broad and mature change management program. When should you start thinking and planning change management approaches? During the due diligence process, I would have a change manager on the due diligence trip. So assuming in-person diligence, like having the change manager be there, being thoughtful around. At that point, it's really cultural due diligence and sort of leadership due diligence. Having that person sit in a variety of the different due diligence areas and being super thoughtful around the culture of the company.

14:27you'd be looking to acquire, sitting one-on-one with leaders to understand their view on the transaction, the potential, and their openness to the change that is coming their way. In that timeframe, our wonderful change management team would provide everyone that was going on site with a questionnaire of, here's some very basic questions, but where would you rank Amazon from a change perspective on decision-making or communication? And there was a variety of those fairly standard sort of thoughts around cultural due diligence. And then where would you put the company we're looking to acquire on that same spectrum?

15:04And giving everyone that was on site, meeting with a variety of different people, gathering that kind of group input around culture was very interesting and gave us great data to look where are the similarities, where are the differences? Are there different parts of this organization that run in very different ways and have very different cultures? Maybe there's not a single unifying culture within that company. And so having a change manager deeply embedded in that due diligence process and having real responsibility through that is incredibly valuable. Yeah, they understand the risk a lot earlier.

15:36In addition to understanding the risks and assessing the culture, I think it's also just essential to having a successful day one. The moment you're standing in front of that newly acquired employee base, there needs to be a lot of excitement and you need to be ready to answer questions. And without having done some real thinking related to change management and how are things going to unfold, it's pretty tough to answer questions in a satisfying, meaningful way. So I would say both for the purpose of conducting genuine transaction due diligence, but also for preparing for day one and the integration to unfold.

16:09I think it's absolutely best practice to start during due diligence. What's the most effective approach when it comes to change management? The approach that works is having the change manager be deeply ingrained in very significant meetings and discussions happen through the transaction. When I hired our first change manager, we were working on a transaction together. She asked me, Chris, which meetings can I come to or should I go to? And I said, you can come to every meeting that I'm ever in because she had such a complementary skill set. So mine as an integration manager and change manager do things slightly differently.

16:39And being embedded in the business, understanding the goals of the business, building the relationships with the leaders on the acquiring company and the acquired company is critical. And that's when someone can be most impactful because driving change from the top is important. Having the leaders on both sides being aligned in their messaging, being thoughtful around the implications of what we're looking to do, and then cascading that down is critical. The counter to that or the approach that I think is challenging is just being communications. And just as people are doing things of, oh, hey, change manager, can you write me up a bunch of FAQs for that?

17:17Or can you draft an internal memo that I want to send out? Communications is a subset of the function they run. But if it's only communications, I think it's destined to not be as impactful as it could be if it starts with the leaders, with the impactful meetings, with the impactful discussions. I totally agree. And I forget whether we made it implicit or explicit. I think it's absolutely essential. And the most effective approach that I'm familiar with is having a dedicated person that's working on change management. In my own experience as an integration leader that's worked on dozens of deals, I will cop to without a change management partner, I will quickly lose sight of that work focused on whatever the fire of the day is, whatever is changing in the operating model, how the business metrics are unfolding.

18:02it very quickly falls below the line of what can feasibly be taken care of by one person. So having a dedicated change management resource partnered with your integration leader is absolutely essential and in my opinion, the best approach. And then as Chris was alluding to, ensuring that person is empowered to review the breadth of integration plans, to influence those plans, to be highly intentional about what the sequencing of change is going to be. There is a stereotype about Big Corp of you guys bringing like 30 people to a diligence meeting. As it goes more than that. Sometimes more. There was much discussion about the size of the diligence teams and especially when you're going on due diligence trips to a relatively small company and being deliberate.

18:48But I worry less about the number and more about what the role everybody has. Somebody is adding value. If somebody is there with a very specific job that's going to add value, that's going to make us go faster, that's going to help us out. I'm okay, but we were very deliberate with the list and very thoughtful around the people who were going. And the number can get large, but sometimes that's necessity. It's less about the actual number and more about what roles do people have and is there redundancy in roles? Are there multiple people there doing the same role? My big takeaway in this conversation is getting the key leaders involved early.

19:22All around a big value add right there. That's why you bring upwards of 30 plus people to a diligence meeting. What are the common challenges during change management? What a change manager brings is really helping educate a lot of people that being an acquired team is very different to being a hired team. There's a lot of misconception from cross-functional teams, from people across an organization about the differences when a broad integration is going to happen for that company. Managing that through, that is a challenge that person manages actively. actively. So there's no miscommunications that happen with that organization.

19:55That's a critical function they play. I would also highlight the change that the executive team and CEOs in particular face. Time and time again at Amazon, we would encounter CEOs that really struggled with what I call the transition of CEO to general manager. And although those roles can be similar related to a product offering, related to an engineering team, they are very different related to the enterprise in terms of the scope of responsibility as well as the scope of influence. Helping CEOs become general managers, if that's your integration approach within the parent company, requires a lot of time, a lot of coaching, a great deal of awareness from the sponsor, and then support from the integration team.

20:38I think some of the challenges are that when you have that pervasive role, some people respect the function more than others or some people think... There's a lot of times with integrations in general and change management when And we would work with people and be asking questions. They'd be like, it's all right, Chris, I've got this. I've got this. I've got this. And guess what? They don't. And people who were scrambling or struggling more to keep up with integration or with the wealth of work that comes with that, and then they build up a wall sometimes, and then all of a sudden, then it falls over.

21:09And the more reticent people are, the more in the hole I believe them to be. And so I think change management also faces that reality where trying to go and help people and some people want the help and appreciate it and value the function. And some people believe that they have everything under control, but they truly don't. But influencing those people and trying to get there before things fall over is incredibly hard because when things fall over, then we have to go and deal with that fire drill. That is challenging, especially in a company where change management wasn't a function. There were no change managers across Amazon period when we started.

21:43So it was this very strange thing for a lot of people. There was a lot of education and people had to experience what having a wonderful change manager around meant. And then they would embrace it. It needed to be experiential for people before they built and embraced it. So the change management function took time to build that reputation. But that can be challenging. Does it accelerate integration? I think it absolutely can. One of the challenges, at least that I've encountered frequently, change management can make people uncomfortable. And what I mean by that is a lot of change management is making what used to be implicit or just assumed explicit.

22:20A good example of that is just simple ways of working and norms at a given company. I remember on multiple occasions talking to a CEO that said, so-and-so on my team really thinks that their Amazon counterpart is being rude. They just keep shooting a ticket over rather than picking up the phone and giving a call. You go talk to that Amazonian and it's like, why aren't they responding to the ticket? this is by far the most efficient way to do this. Why would I use more of someone's time than I absolutely need to? And ensuring that kind of awareness on both sides of the integration doesn't come naturally to people.

22:53People show up for work today, just like they did yesterday, just like they did last week. And although people know an acquisition has taken place, and they know that different companies have different ways of working, it's very different to experience it day in and day out. And ensuring that both sides, both the parent and the newly acquired team are approaching an integration with curiosity, that they have the time to get to know one another, and that they're cognizant of how folks work on the other side, I think is absolutely essential and central to change management. It can be incredibly challenging to make time for that level of awareness.

23:29And I think it's very important to embed change management in existing rhythms of the business rather than layering on yet another thing. For example, I used to love sending newsletters. It creates a record for folks to continue to reference. And I would definitely not take away that level of documentation. But if you're working with a startup that has a weekly all-hand stand-up, that's where you need to be in terms of communicating that change. You need to meet newly acquired teams where they are and communicate with them in the way that they're accustomed to, at least in those early days. This is really cool.

24:04I like putting a lot of emphasis on this change management because it doesn't get talked about that much. But if you think about integration is ultimately driving change and just thinking about that as its own effort and work stream in this case, then it makes a lot of sense why you would do that. Is there anything I missed that we should be talking about on change management? It boils down to a few ideas. We talked about intentionality earlier and I do think change management when it's working right drives a level of intentionality across an integration program like few other things can. It reinforces the need for expectation setting.