M&A Integration Technology: What Actually Works

20:29Carey Pugh:There's ways to easily figure that out. I think more people are putting that into practice, which is good. The thing that I run into from time to time is especially, and this is maybe an older, old school deal mindset, is I don't want you in the room because you're going to stop the deal. My job's not to stop the deal. My job is to make your deal be better and arming you so that you know the right questions and the right ways to think about it so that we get to the better outcome. That should be something everyone should be taking away these days as they look at, if they're doing that, that's great.

20:59Carey Pugh:If they're not, why not? And there's a lot of practitioners and examples that people can reach out to in the community and be like, tell me more about how you do it and the right way to navigate it because it's something everyone should be doing.

21:11Mahesh Ganesan:Tizan, I know you wanted debate here and I'm not sure I'm going to offer it, but there was something that Mahesh said earlier about the team that's in diligence carrying forward. And we have found so much success with that when you have some of the same individuals that are involved early on pre-close and then through integration. And that connection has really been invaluable because there's so much information that seems to be lost when that flip or that switch when we close and there's a whole new team that's brought in. That has brought a lot of success for us. But the other element too that really stands out is the reverse of what maybe these guys were talking about.

21:56Mahesh Ganesan:And it's really focusing on some of the leaders and the individuals that are coming in and preparing them for this whole new environment. You know, maybe the parent company, that culture, how it exists today and the way some of those things work. I've done a lot of coaching with numerous leaders just on how they should approach certain situations or topics, or even coaching them on how they should be working with some of their employees in this transitional period. So those are some of the things that really helped us to build success. You can build the frameworks and those things that are repeatable.

22:34Mahesh Ganesan:And I know, Jim, you talked about that a number of years ago, your frameworks. I latched on to that. I love that concept. But I think there are other elements that we can build upon to think about. as we bring these companies into one. I'm hearing some themes here, like fundamentally have integration involved early in the deal. So they're aligned. And then like Mahesh said, is the stakeholder alignment, bring key stakeholders along that are going to ultimately execute. Sounds like fundamentally in practice, that's key. I'm curious about all the tools. Everybody talks about tools, workflows, this sort of tactical approach.

23:12Mahesh Ganesan:And now we're in this like mist of AI emergence in every aspect. And I've even seen team at Dealroom like prototyping AI to do integration planning. I'm wondering like, where does tech actually help versus get in the way? Because a lot of what you just described is very much people to people, conversations, interactions and alignment that are ultimately going to drive the success. And you overdo the tech. Are we getting away from that?

23:38Carey Pugh:I used a product 15 years ago that was too tech heavy. It had too many knobs and dials. It was like sitting in front of a sound engineer's 64-channel mixing board. The general complaint was, I spend too much time updating this and not enough time actually going and doing the work. The balance that you've got to strike is, where does the tool help keep you organized? Where does it help keep cross-functional people aligned? Are there aspects that help highlight maybe some risks that aren't getting the focus that people should give the focus to? That lends that single pain into it. But don't approach it with something where it's like, oh, I've got this whiz-bang tool.

24:13Carey Pugh:And next thing you know, I'm spending too much time. And it's just drawing me away from what's really important. I worked with a deal guy who was like, he did not want to do any technology. He's like, look, I got a yellow pad of paper and a pencil. Because sometimes someone will say something and I need to erase it and change it. But he was very basic like that. And that was interesting to me. Being a technology guy, like, yeah, I love the next thing that's coming out. But I now take a really critical eye at it and go, does it help? This emergence of where AI is coming in and where can it help and where can it not.

24:43Carey Pugh:You're going to see specific use cases where there's a good use case for contract reviews, maybe some customer go to market things. There's going to be valuable use cases. I think the jury's still out in how things maybe come together. If you look at it from the way you bring a program together, the way that it has to gauge the cross-functional stakeholders. Some of the messiness, I don't think it can perhaps get you to a starting point, but I don't know and I haven't seen anything yet that really then maybe pushes the needle past that. We're at the early innings, especially some of this newer technology.

25:19Carey Pugh:And I'll just throw that out there and see what other people think.

25:21Todd Manley:It's a good point, Todd. The way I think about this, Kisan, tools, technology as with anything else supposed to support us, trust but verify, doesn't change. It's a philosophy that we've used before and it's still valid in the AI world. I've embraced the AI technology in particular. I'm not talking about the project plans and things like that, which we do leverage as with any other organization. But for me, I gave the example of having all these breakout sessions with many different functional groups and those suck up a lot of time as we try to go through those. And one way for me to make up the time is I take the due diligence findings.

25:58Todd Manley:I've taken all kinds of inputs that we have from our recordings and we have some very detailed, it's all in our enterprise chat GPT now and we've been able to run some very serious risk logs. What are some of the things I got to watch for? I've fed some of my prior deal thesis in there. Give me a sense for what are some of the things that I need to watch for. So trying to think through things in a way where leveraging our past lessons learned, our entire set of lessons learned all get into our session now and the due diligence findings are also out there. Now I can get a sense for what are some of the things that I got to watch for.

26:34Todd Manley:Using the time through those things to be able to handle some of the other conversations that I need to, because there's only so many hours in a day. And as I introduce new things to keep the human touch going, the stakeholder engagement active, I got to figure out some way for technologies to help me. So I personally have been tapping into AI all day long to help me with at least two to three things, leveraging the inputs that we have from due diligence, et cetera, and coming up with the risk logs, helping form up what are ways in which I can think of a different structure, what are some of the things that I need to watch for with this particular transaction, those types of areas.

27:11Carey Pugh:On that point, does your organization have a policy or level of trust around the tools they're able to use? Because I know with my organization, it's ironcloth. It's hard. Yeah. Even in my dabbling of exploring potentials, I pay for a personal license on some services just so I get educated.

27:29Todd Manley:Interesting. We do. The developers have more access than I do. But Enterprise Chat TPT, you have Copilot that's part of our Microsoft license. And we have Gemini. I've not used Gemini at all. I expect that to change over a little bit of time. But Chat TPT, all day long, every day is a window on my computer now in the last six months. And there's something or the other that I do there just to help as a coach slash counsel. And I found that's one of the ways in which I get some time back because the most fundamental of this is crafting up what I need to put together for presentations and stuff. But to answer your question, yes, we do have a policy.

28:06Todd Manley:It's ramped up extensively. We did have a policy back in April of last year, if you will, and since that time. So we are about 10 months in.

28:15Mahesh Ganesan:I use Copilot in day-to-day. That's one of the approved tools that we can use internally. But there's a certain level of concern just around confidentiality when it comes to maybe expanding beyond that. So that's why I've been a little hesitant to even try to go that route because of some of the confidentiality concerns. But I guess there's also this side of a lot of the tools that we've used in the past. And Todd, this probably goes to your remark. I felt like we always put a lot of information and data into these tools. And then we'd still end up using PowerPoint because we couldn't get the data out in the format we needed.

28:55Mahesh Ganesan:So it became this big frustration. We're not, I'm not going to continue to put all this information in because I can't get it out. And maybe that's something that a chat GPT can help resolve in the future. Maybe it can spit out in the format that I needed in. But that was something that I continuously bumped up against.

29:13Carey Pugh:We may be referring to the same tool. And it would be interesting to just turn that tool over to an LLM and be like, go tell me all the things I could have learned or should have been able to know from all this information that's out there.

29:25Jim Buckley:Yeah. So way back in the day, I was at a conference board meeting. And I don't know how many of you remember Moni Monishta. She was at IBM at the time, and she was always a featured speaker. I remember. Every time, her featured speaking included a sales pitch about the tool that IBM had used. IBM Accelerator, Moni Accelerator.

29:47Todd Manley:I was an IBMer for a long time, so very famous.

29:50Jim Buckley:So it was funny because Moni spoke before the guy that I reported to at the time, Joe Whittinghill at Microsoft. He was great. So Monique does her thing, and I've always respected her and her team and their approach. My boss, the general manager, Joe Wittino, gets up there and does his thing, and somebody asks a question, says, what platform does Microsoft use to manage their integrations? And he completely deadpats, not a smirk, not a smile. He just says, we use Word and PowerPoint. You would have thought somebody had dropped a rock through the ceiling. But I guess the point being, and I think this is kind of the thread that we're all talking about, and I'll just speak for myself because I don't want to speak for anybody else here.

30:32Jim Buckley:What I'm looking for and have currently is what I call a single pane of glass. The one place where all the due diligence info is, all the work stream info is, all the preliminary integration data is, and then the final integration plan, and then the ability to track. And the challenge is, it's really hard to gather all that because you got to go all these different sources. It gets kind of randomized. When I say single source of truth, I don't want any other artifact anywhere. I keep telling people, if it's somewhere else, it doesn't exist in our world. And everybody goes out and does their own individual search on either Enterprise Chat TPT or Gemini or whatever, and tries to bring that in.

31:17Jim Buckley:And you're like, where did this come from? because this is kind of counter to where we've gotten to so far. So I think there's a lot of great tech out there, but I don't know that it's kind of at Todd's point. It's interesting, especially the AI ones, and I don't think it's there yet.

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32:23Mahesh Ganesan:It's live on the site and practitioners are already using it to find the right advisor for their deal. All three are live now at mascience.com. Back to the conversation.

32:37So what about like non-tech tech?

32:40Mahesh Ganesan:Jim, I'm going to pick on you because you did that talk recently around just simplicity. And to me, I almost look at that as a tool of itself. Again, like non-tech tools, or even the way you structure meetings or things of really great value when it comes to executing integration.

32:54Jim Buckley:Oh, thanks. I think what you're referring to, and I'll share it again, is so I still live by this. And I was taught this by the CFO at Microsoft who started two weeks after I did. A New Zealander, head of the New Zealand Rugby Union. So to say this guy had a bit of an edge to him would be a massive understatement. We present our first deal to him. We all think we're paid by the slide or the word. It's like a 50-page deck is like, I'm going to get the biggest promotion because I got 50 slides. And it's way beyond four color. And it's really micro fun. And he said, look, I never want to see a deck from you guys that's more than five slides, five bullets per slide, five words per bullet.

33:36Jim Buckley:If you can't do that, then we're not talking about the deal. You know, we were like, as simple as hard. And so I still use that philosophy, although it's no longer PowerPoint. I know the characters thing like everything ends up in PowerPoint. It kind of does. But it's that whole concept of simple, simple, simple. is if you start out with 20 slides, 20 bullets per slide, 20 words per bullet, no exec's going to read it. Most people will counter it and you get confused on, okay, this is great. What do I do next?

34:08Carey Pugh:Jim makes a good point. If you can't articulate in a very concise and quick to the point manner, you're going to lose a lot of people. But also to the benefit of how Mahesh and I do this as well too, Mahesh, get those stakeholders aligned. It's a super great tool to have in your back pocket and you're running and talking and building up consensus to build your teams. It's almost like being a sales guy walking into the cafeteria and three leaders, you're like, oh, I need to talk to them. Okay, what's in it for them kind of thing? Boom, you got it. Not only is it good for messaging up, it's good for messaging across and down.

34:38Carey Pugh:As practitioners, it helps to spend time in understanding how to do effective communication and get into the heart of things.

34:43Todd Manley:Good point. At the end of the day, I'm very careful to couch this as, here's information for you to be aware of. I'm not asking them for permission because I don't want their approval and then I'll never get a deal closed. It's a delicate balance in terms of making sure that you're sharing and to be able to get their buy-in at the appropriate level, but most importantly, to get the resources to be able to support the integration activities.

35:08Mahesh Ganesan:That's a good point. I feel like that's like a maturity curve. First integration, you don't budget anything for it. And obviously a lot of you work at very mature organizations with this massive budget for integration. Let's hit some of the Q &A. So first question, How do you ensure you right-size due diligence and integration work? We have limited resource and 25 deals of varying size across multiple, very different jurisdictions and due diligence and integration phase at the moment. Somebody's got their work cut out for them.

35:35Carey Pugh:I look at it like a sales pipeline. I don't know if anyone on this call has done sales. I scratched that itch 15 years ago, and I actually was really happy I did it because it was something I'd never done. I wanted to try it a little bit, and I really enjoyed it. But I go back and think it's like a sales pipeline. You've got early deals. You got them in different stages. You got to map across those. Where do the right people need to be at the right point? In certain areas, let's say you're like, you're really overwhelmed. You may be well in integration and it may be way down on the front lines of things.

36:03Carey Pugh:And that's fine. Let those people go do it. But you need, let's say, someone in that leadership chain, someone over there to unhitch from that train and come back to the front and get involved earlier. So a little bit kind of like bicycle management of where people are, the pipeline aspect of it. I find it fun and dynamic. It's a good problem to have, but it's also one you have to keep your finger on the pulse to make sure that folks aren't burning out. Because when you don't have the luxury of having the ability to have either dedicated teams within larger organizations that do this, and you've got maybe like the National Guard model where you're sounding the alarm and people are doing the day job and they're doing this.

36:35Carey Pugh:You've got to be really protective of not burning them out. That's a balance you've got to find.

36:38Mahesh Ganesan:It's really important that for some of the core functional areas, though, like HR and your go-to-market finance, it's important that you have dedicated resources because if you have people that come in and out, you lose so much of that tribal knowledge. And that's really important when you go through these deals. If you have to spend so much time getting these folks up to speed, it diminishes the time that you can spend on the actual integration itself. So we've always made a point to focus on some of those core areas and have those dedicated resources. And then some additional, they still have to be able to flex sometimes if we have multiple deals going at once, or just depending on if deals are ramping up, if they're ramping down, what's in between.

37:25Mahesh Ganesan:But having some of those core resources and some of those areas really made a big difference for us.

37:30Todd Manley:I agree with what you're saying, Kerry. Many organizations go through that to say, do I want to invest in those resources? I don't know what I'm going to be doing. But at the end of the day, if you have a status strategy and you know that you're going to be growing inorganically at whatever clip of deals, you definitely want to invest in those three, four, five functions to be able to have dedicated resources. Because otherwise you will spend a lot more time trying to integrate and you certainly will lose efficiencies as you go from deal to deal. Now, I know you can't have a 20-person dedicated integration team all the time, but certainly speaking up some of the functions that Gary talked about is a good start.

38:07Todd Manley:And then you can work with the rest of them to engage them, to bring them along, share what the process is, and really help them understand how you go through it and carry them through the integration, at which point you'll probably be working with somebody else for the next product line integration.

38:23Jim Buckley:I think it goes back, especially the due diligence integration. At Microsoft, the integration leads, ran confirmatory due diligence and technical due diligence. So we carried all that knowledge with us through to integration planning and then operationalizing the business within Microsoft. So that philosophy is not held very broadly. There's a separation of church and state. Typically, corp dev runs due diligence and integration runs integration. But I think it goes back to you don't need to know everything to do something. People think in due diligence, they need to know everything about the company that's being acquired.

39:01Jim Buckley:And you don't. And where I draw a line is in support of this strategy for the deal. Those are the things I need to know along with the value drivers. Everything else can be discovered later in the process.

39:13Carey Pugh:Yeah.

39:14Jim Buckley:Then you don't waste a lot of time up front trying to figure out, am I going north or am I going west?

39:19Carey Pugh:There's nothing worse than running a diligence call, inviting someone in, coaching them to look, There's some brevity that you need to have because yes, everything you have will get to, like Jim said. But then they start going down the rabbit hole and you've got to reel them back. You kind of have to step on their toes and unfortunately bring the conversation back because you either don't have time or there's other critical things you got to get to. Some of that managing the stakeholders' feelings afterwards, you got to pull them aside and have that conversation.

39:46Jim Buckley:I have had that conversation where people will start out like, I feel like we should. I go, you know what? How you feel is not relevant to the work we're doing right now. It's nice to have somewhere else, but not in this process.

40:00Mahesh Ganesan:Fair point. There's a bunch of questions related to AI. We actually have a whole dedicated AI series that we're getting ready to launch pretty soon. So I might hold off on some of those because we're kind of doing a bunch of content directly focused on it. So let's get into this one. I see the angel has hypo dealmakers and leadership negotiated heavily for targets post-closed autonomy in sales engineering, such as partial integration plans. However, in reality, post-close is a heavy lift for integration efforts. Natitude is almost flipped completely, almost flipped complete shift wanting to be part of the purchaser systems teams.

40:37Mahesh Ganesan:How do you deal with these drastic shifts and change management integration plans? Is this more common than not?

40:42Carey Pugh:If you're going through the situation and their initial take is, we don't want any part of this. And then they realize, oh, we do. That's better than the flip, which is, oh yeah, we do. And then deal gets done. that, oh, we don't even want to be part of that. At the end of the day, you got to be flexible. That's where, to me, I take that in-state view and go, look, there's going to be some efficiencies in bringing this business together. You got to figure out what those are. Because, yeah, there might be some things that are unique, maybe in engineering, product, something over there that's your crown jewel of, you're not going to touch that.

41:12Carey Pugh:But you can't tell me that the way you do payroll is game-changing, and it's a key differentiator in how you run your business. BS. Payroll is payroll. Sometimes people don't want to hear that. I'll say it different ways and be very frank on this call. But you just got to call it as you see it and have the courage to do that. Because if you don't, you're going to run into a meandering integration that won't feel like it's got an endpoint.

41:36Todd Manley:Yeah. All this thing just for sales. I know Todd talked about it across a number of different functions. And the thing that we've learned the hard way is to make sure that you absolutely have the executive sponsor and the sales leader buy in and understand what is the quota that we're using? What is the budget that we have? What is the model? Making sure that they're very crystal clear about it. Why is that important? Is that what trickles down into what we expect the sales leaders to do post-close in terms of driving the right type of behavior with the sales reps? Now, I know the question is related to sales integration, but the sales integration practices, whether it is rules of engagement, where does double comp come into play?

42:19Todd Manley:What does, who owns the territory in this merged organization? Is it an overlay sales role for the folks coming in versus a direct sales role? All of these factors follow what we have laid out as the highest level guide for it. So you have to be very clear in terms of getting the okay from the exact sponsor and the sales leaders in terms of why we are doing what we're doing. Then that helps translate that into very specific sales integration plans. At the end of the day, yes, the seller has to sell it. But having the structure for sales ops and what I just described, like rules of engagement is super critical.

42:56Todd Manley:It takes some time to get that, but it's super critical for us to be able to do that.

43:00Mahesh Ganesan:I see another related question. how to best address sudden change in integration direction for management. Interesting.

43:07Todd Manley:Quick question comes as to why the change in direction. Was it something you discovered as part of the post-close activity? Was this something that was missed as part of due diligence? Is there a dramatic change in the market acceptance of it? So there could be a number of reasons why something like that happens. It also means that something wasn't necessarily looked at. There might be market factors that we might not be able to control. To me, in that case, let's say there is a very specific financial impact as a result of what we're trying to do. And that then trickles down into, okay, how does this reflect in the integration plan itself?

43:43Todd Manley:We were talking about making sure that we're going to launch this product in the integrated product in nine months from now. Do we have an opportunity to have additional two supplemental resources and launch this product within three months? The first thing is make sure we understand why there is a change. And we can do a debrief on whether something was missed during due diligence. But the more important part is how do you react to it? And you have to react to it by understanding, is it a quicker go to market? Is it something that you need to change in terms of the incentivization for the sellers in order for us to get ahead in the marketplace?

44:19Todd Manley:Maybe it's a competitive play or a defensive play if one of your competitors is acquired in another company.

44:24Mahesh Ganesan:Yeah, I find that most of those shifts have occurred in the past because we uncover things that we didn't anticipate. Maybe we're not aligning to the financial goals that we've set. There's usually some targets that have been missed. But it boils down to change management. That's something that, once again, when I say I have a passion toward a couple of things, culture is one, change management is the other. So we have a lot of emphasis around that, especially with our ongoing integration between Ansys and Synopsys. And that's the piece where we're constantly trying to determine, has the needle moved and how do we move with it?

45:04Mahesh Ganesan:How do we adjust people's perceptions and how do we communicate to the teams effectively? And even at this point, it's really making sure that people are kind of speaking the same language because of some of the cultural differences and the way that we approach things. It's trying to align and make sure we're all kind of singing from the same sheet of music. A lot of that, to me, comes back to that change management, making sure people are informed. And they're informed of why the change is occurring and readjusting and having everyone aligned to those adjustments that need to be made.

45:38Jim Buckley:My experience is if something changes in the integration planning or direction, it's usually something changed in the strategy that wasn't very well vetted to begin with. and a change in strategy usually leads to a less than desired outcome has been my experience.

45:56Mahesh Ganesan:To kind of wrap things up, where do you see the biggest value leak when it comes to M &A integration?

46:01Carey Pugh:Harry nailed one aspect of it is like some of that facet probable knowledge. I think if you're not able to capture that and keep that within your organization, yes, people will come and go, but I think you miss a big opportunity in not being able to write some things down and have some things there. Like I've always appreciated when perhaps it hasn't been the same person in the National Guard model, but they've been able to learn from the prior person or the prior person is still around, but can't do it. I think some of that knowledge leakage is critical. I remember I was at a conference, someone was doing a breakout.

46:32Carey Pugh:They were talking about a technical solution and I had worked at that company a decade before. Someone asked the question and they're like, yeah, we're trying to solve it. And I was like, wait, I think we solved that. So I went and talked to them afterwards. And I was like, that problem you described, We figured that out 10 years ago, but it sounds like that knowledge has been lost. Here's who you need to go talk to. I think they're still at the company. They're not doing M &A work, but go talk to them. They might be able to recall it. It's the bubble gum. It's the duct tape. It's that kind of stuff.

47:01Carey Pugh:And that's not always stuff that gets pulled out of people's heads and written down or captured at times.

47:05Todd Manley:For me, the same people's topic that Todd mentioned, except in this case, the acquired company's team members, right? It goes back to something, again, Kerry said. You need to know who the key players are. And if one, two of them, yes, you can incentivize them, a retention plan, all of these different things. But to really get to know them and understand that they feel like they have a path ahead and not having them continue as part of the acquired company is a recipe for leaking value. There's a number of things that we depend on the acquired company's leadership and the key team members to be able to provide for us.

47:40Jim Buckley:The one thing I'll add to that, because I do think that's true, and this is short, is that we've lost the art of postmortems. to capture what's happened and how it relates to executing against the integration plan. And the integration plan is built in support of the value drivers. The value drivers are built in support of the strategy. As long as that linkage is consistent, it's great. But if it's fragmented and fractured, then you've kind of lost the secret sauce for the deal.

48:07Carey Pugh:Something to add on to that, Jim, I discovered this doing a premortem, bringing the teams and leaders together and say, hey, what are all the things that go wrong? And that helps get you mentally prepared for things, as we talked about, maybe some integration strategy changes, maybe some big red flags that you see in diligence, maybe some things that come up after the deal is done. And you're like, how are we going to solve for that? Not always the easiest conversation to have, but it's better to go in eyes wide open than thinking this is marital bliss and it's going to be happy for the next 50 years.

48:37Mahesh Ganesan:With the postmortems, one thing that we did, we're trying to do it at shorter intervals, Not wait until everything's done, but actually address certain events that we know are recurring. That's been successful for us. This has been great. I want to thank my great panel roundtable here for taking the time. With that, just a couple of quick things. I know we got a bunch of new things that M &A Science brewing up. We got two certifications. I got a couple of PhD learning development professionals are leading. Look for announcements on those coming soon, along with a real formal industry. Doesn't have one, but an M &A assessment score.

49:12Mahesh Ganesan:and then also want to note recordings like this content the roundtable operator interviews all these deep dives they all live inside m &a science a lot of the stuff doesn't get published publicly if you want access highly encourage you become an m &a scientist go check it out till next time here's the deal

49:41Mahesh Ganesan:Thank 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.

50:26Mahesh Ganesan:Again, that's mascience.com. Here's to the deal.

50:40Mahesh Ganesan:Views 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 and is not intended to serve as a basis for any investment or financial decisions.