The Daily Deal, January 2, 2001
Judgment Call Management

Slim Pickings

by Susan Webber

"The Morning After" offers a few pointers on making mergers work, but the uneven book promises readers more than it manages to deliver

Samuel Johnson described second marriages as "a triumph of hope over experience." Given their well-publicized failure rate, the same might be said of mergers.

In "The Morning After: Making Corporate Mergers Work After the Deal is Sealed," consultants Stephen J. Wall and Shannon Rye Wall, a husband and wife team, advise acquirers on how to improve the odds of success, drawing upon the experience of successful serial acquirers such as Cicso Systems Inc. The book has two parts, the first on the merger environment and preclosing activities, the second on the integration phase.

"The Morning After" contains some useful pointers and reminders: the need for continuing, face-to-face communication and candor, even if that means admitting that certain decisions have not yet been made, suggestions on how best to use communications professionals, the value of analyzing the culture of the seller in detail.

However, the gems occur infrequently. There is too little fresh information, too much rehash of familiar ideas. This might not be a large failing if the book were a comprehensive guide that could serve as a sole reference. But "The Morning After" is not specific enough, staying too often at the level of theory and generalizations. Even the numerous case studies and quotations fail to bring the book to life.

There are three underlying causes for these shortcomings. The first is that the Walls come from a human resources perspective; their current M&A business evolved out of a high-level HR practice.

Rather than being upfront and saying that the book is almost entirely about the people-management aspects of merger integration (a critical and oft-overlooked area), they instead present themselves as being more knowledgeable about mergers generally than they are. In fact, only the second half of the book, when the Walls turn to the organizational aspects of merger integration, is worth reading.

Some of their comments about the deal process in the first half of the book unwittingly reveal their limited experience. They are not too crisp about the typical phases of a deal; their advice regarding due diligence activities presupposes a negotiated transaction. The authors advise principals not to allow lawyers to negotiate the deal, when tactically, that can be a winning route. Similarly, they touch on the importance of understanding the compatibility of the target's information technology systems — but, lacking expertise in this area, they do only a cursory job.

The second culprit is that the writers do not appear to have decided who their audience is. While they often offer advice to the CEO, such as who should be assigned to key roles during the integration process, some of their other observations about mergers are too basic to be suitable to a leader of anything other than a very small company. It seems the Walls, deliberately or not, sought to address both senior management and HR professionals, and the dual focus does not work. Too many quotes and examples, for instance, are from the mouths of personnel chiefs, not a high-credibility source on the subject of mergers in the eyes of many top managers.

The third problem is that the quality of the authors' advice, even in the human resources arena, is uneven. For example, they devote a considerable amount of space discussing the organizational structure of the merged business, a critical decision that must be made early in the process. An over-long and overly basic discussion of geographic versus functional organizations is followed by a simplistic discussion of mechanisms ("linkages") to compensate for the weaknesses of the structure chosen. With the book's human resources orientation, the lack of more detailed and nuanced discussion of how to compensate for structural choices is surprising.

But the real failing of "The Morning After" is fundamental, in that it offers too much hope to prospective buyers. The list of truly successful acquirers is short, and consists of names like Cisco, GE Capital, ABB, and Sandy Weill, all held in high esteem for their managerial prowess.

Yet "The Morning After" states that successful acquirers handle the personnel aspect of the merger well, and suggests that managing the integration process is key to success. In actuality, a well-run integration is a necessary but not sufficient condition for creating value. Far too many deals, such as the myriad attempts to create "one-stop shopping" in financial services, founder because the underlying strategic premise is flawed.

In addition, too many companies, such as AT&T Corp., turn to mergers to because they are losing ground in the marketplace and hope that obtaining access to new technology or new markets will rescue them. But if they cannot manage their existing business well enough to hold their own, how can they possibly hope to steer their way successfully through the less familiar, failure-prone acquisition process?

The sad truth is that senior managers and their advisors profit handsomely from the merger process, irrespective of how the deals fare. As long as the key decision-makers are largely insulated from the consequences of failure, even the useful ideas from works like "The Morning After" are unlikely to be put into practice.