| |
| |
Preface | |
| |
| |
Acknowledgments | |
| |
| |
| |
Prerequisites | |
| |
| |
Introduction and Acknowledgments | |
| |
| |
| |
Basic Definitions and Data | |
| |
| |
Introduction | |
| |
| |
The Meaning of Integration | |
| |
| |
International Considerations | |
| |
| |
| |
Postmerger Performance: A Review of the Research | |
| |
| |
Notes | |
| |
| |
| |
The Path to Integration | |
| |
| |
Introduction | |
| |
| |
Alternatives | |
| |
| |
Growing versus Shrinking | |
| |
| |
Building versus Buying | |
| |
| |
Keeping versus Selling | |
| |
| |
Integrating versus Managing Separately | |
| |
| |
International Considerations | |
| |
| |
| |
Postmerger Sell-Offs: How Common Are They? | |
| |
| |
Following Up on the 10 Largest Acquisitions of 1985 | |
| |
| |
| |
Valuing the Divestiture Option | |
| |
| |
Notes | |
| |
| |
| |
Integration Planning and Communication | |
| |
| |
Introduction | |
| |
| |
Forming Integration Plans | |
| |
| |
The Role of Insiders in Planning M&A Integration | |
| |
| |
The Role of Outsiders in Planning M&A Integration | |
| |
| |
Integration Elements in the Merger Agreement | |
| |
| |
Internal Communication: Key Challenges | |
| |
| |
Formal External Communication of the Integration Plan | |
| |
| |
Taxable M&A Reporting | |
| |
| |
Communicating with Stakeholders | |
| |
| |
Merger Scenarios | |
| |
| |
International Considerations | |
| |
| |
More Is Better: A Case in Point | |
| |
| |
| |
Sample Mission, Team, and Timeline of Acquisition | |
| |
| |
| |
Communications Plan Matrix | |
| |
| |
| |
Integration Planning Worksheet | |
| |
| |
| |
Integration Plan Outline (Sample Outline Focusing on HR, Communications, and IT) | |
| |
| |
Notes | |
| |
| |
| |
Integrating Resources | |
| |
| |
Introduction and Acknowledgments | |
| |
| |
| |
Retaining and Integrating Human Resources | |
| |
| |
Introduction | |
| |
| |
Retaining Human Resources | |
| |
| |
Legal Issues | |
| |
| |
Cultural Issues | |
| |
| |
Merging Boards of Directors | |
| |
| |
Reshaping the Chairman and CEO Roles | |
| |
| |
Merging Senior Management Teams | |
| |
| |
Turf: Typical and Special Scenarios | |
| |
| |
Merging Sales, Merchandising, and Distribution Forces | |
| |
| |
International Considerations | |
| |
| |
| |
Sample No Compete Agreements | |
| |
| |
| |
Human Resources Integration Planning Grid | |
| |
| |
Notes | |
| |
| |
| |
Integrating Financial and Tangible Resources | |
| |
| |
Introduction | |
| |
| |
Acquisition Accounting for M&A (under GAAP) | |
| |
| |
Enhanced Financial Reporting for M&A (Non-GAAP) | |
| |
| |
Valuing and Combining Tangible Assets | |
| |
| |
International Considerations | |
| |
| |
| |
Selected Unaudited Pro Forma Condensed Combined Financial Data (in thousands, except per share data) | |
| |
| |
Notes | |
| |
| |
| |
Integrating Reputational and Other Intangible Resources | |
| |
| |
Introduction | |
| |
| |
The Challenge of Company Name Changes | |
| |
| |
Managing Brand Identity after a Merger | |
| |
| |
Integrating Mission Statements | |
| |
| |
Valuing and Combining Intangible Assets | |
| |
| |
International Considerations | |
| |
| |
| |
Sample Vision Statements from Companies Involved in Mergers | |
| |
| |
| |
Branding Case Studies | |
| |
| |
Notes | |
| |
| |
| |
Integrating Processes | |
| |
| |
Introduction and Acknowledgments | |
| |
| |
| |
Integrating Management Systems | |
| |
| |
Introduction | |
| |
| |
Integrating Organizational Structures | |
| |
| |
Sharing Space | |
| |
| |
Sharing Goals | |
| |
| |
Sharing Standards | |
| |
| |
Sharing Services | |
| |
| |
Integrating Processes for Product or Service Design, Production, and Supply | |
| |
| |
Integrating Internal Financial Controls | |
| |
| |
International Considerations | |
| |
| |
| |
Types of Organizational Structure | |
| |
| |
| |
Internal Control-Integrated Framework: Excerpts from the Original COSO Report | |
| |
| |
| |
Benchmarking Postmerger Integration of Internal Control: A Sample Guidesheet | |
| |
| |
Notes | |
| |
| |
| |
Integrating Compensation Plans | |
| |
| |
Introduction | |
| |
| |
Postmerger Compensation Basics | |
| |
| |
Planning Pay Integration: A Strategic Overview | |
| |
| |
Merging Benefit Plans | |
| |
| |
Disclosure and Trading Rules | |
| |
| |
International Considerations | |
| |
| |
| |
Pay for Performance | |
| |
| |
Notes | |
| |
| |
| |
Integrating and Enhancing Technology and Innovation | |
| |
| |
Introduction | |
| |
| |
Postacquisition Knowledge Management | |
| |
| |
Integrating Technologies: The Big Picture | |
| |
| |
Integrating Systems for Research and Development (R&D) | |
| |
| |
Valuing and Combining Patents and Trade Secrets | |
| |
| |
International Considerations | |
| |
| |
| |
IT Buzzwords for the Twenty-First Century | |
| |
| |
| |
Integration Planning Worksheets | |
| |
| |
| |
Integration Planning Worksheet for IT | |
| |
| |
| |
Information Security Program Elements | |
| |
| |
Notes | |
| |
| |
| |
Integrating Corporate Responsibilities-Fulfilling Stakeholder Commitments | |
| |
| |
Introduction and Acknowledgments | |
| |
| |
| |
Fulfilling Commitments to Customers and Suppliers | |
| |
| |
Introduction | |
| |
| |
Commitments to Customers | |
| |
| |
Legal Aspects of Customer Relations | |
| |
| |
Postmerger Pricing | |
| |
| |
Postmerger Quality Management | |
| |
| |
Continuity for Customers | |
| |
| |
Commitments to Suppliers | |
| |
| |
Legal Aspects of Supplier Relations | |
| |
| |
Key Supplier Issue: Postmerger Outsourcing | |
| |
| |
Continuity for Suppliers | |
| |
| |
Technological Considerations for Customers and Suppliers | |
| |
| |
International Considerations | |
| |
| |
Notes | |
| |
| |
| |
Fulfilling Commitments to Shareholders, Bondholders, and Lenders | |
| |
| |
Introduction | |
| |
| |
Commitments to Shareholders | |
| |
| |
Owners/Investors | |
| |
| |
Building Shareholder Value | |
| |
| |
Postmerger Returns | |
| |
| |
Legal Aspects of Shareholder Relations | |
| |
| |
Commitments to Bondholders | |
| |
| |
Bondholders | |
| |
| |
Commitments to Lenders | |
| |
| |
Lenders | |
| |
| |
International Considerations | |
| |
| |
| |
Simple Formulas for Calculating Shareholder Value | |
| |
| |
Notes | |
| |
| |
| |
Fulfilling Commitments to Employees and Communities | |
| |
| |
Introduction | |
| |
| |
Commitments to Employees | |
| |
| |
The Context for Commitments | |
| |
| |
Commitments to Communities | |
| |
| |
International Considerations | |
| |
| |
Notes | |
| |
| |
Appendixes | |
| |
| |
| |
Acquisition Process Overview | |
| |
| |
| |
Sample "Assets" Checklist of Resources, Processes, and Responsibilities | |
| |
| |
| |
Pairwise Comparison | |
| |
| |
| |
Sample Integration Planning Process (as shown in Table 3-1) | |
| |
| |
| |
Sample Press Releases | |
| |
| |
| |
Screen Shots from an M&A Planning "Cockpit" | |
| |
| |
| |
Baldrige Self-Analysis Worksheet for Quality Assessment (optional) | |
| |
| |
Index | |