Mergers & Acquisitions - Due Diligence Process

Transcription

1 Mergers & Acquisitions - Due Diligence Process MRA-The Management By: Patrice Hoeschele SHRM Conference 2014 Conducted by: Patrice Hoeschele patrice@mranet.org

2 Ice Breaker

3 Acquisition humor by Dilbert

4 Objectives Learn the keys to M&A due diligence planning and execution success Learn about the 4 stages of a merger/acquisition Define risks of executive(s) perceptions, assumptions and reactions to the due diligence process

5 Merger Combining of two companies where one new company will continue to exist. Combining of two or more companies, generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stock. Also defined as an arrangement whereby the assets of two or more companies become vested in or under the control of one company.

6 Acquisition Buying of assets of one company from another company. An action in which a company buys most, if not all, of the target company's ownership stakes in order to assume control of the target firm. Purchase by one company of controlling interest in the share capital of an existing company.

7 Reasons for Mergers & Acquisition Synergy Acquisition of technology, assets or talent Diversification of products and services Increased market share Increasing capabilities & sharing expertise

8 Keys to success Drive, lead, and formulate strategy, execution and implementation Involve people and impact key human issues Take an active role in the change process

9 Best practices during and after merger & acquisition Identify leaders from both the companies Train managers on the change Explain new roles Orientation programs policies and procedures performance management, compensation, benefits and welfare schemes Skill identification and mapping Planned communication & team building activities

10 Merger & Acquisition Stages Prepare Due Diligence Integrate Implement, Monitor, Measure

11 Prepare Do your homework Prioritize Establish timelines Create integration teams Create a new strategic plan

12 Your Preparedness

13 HR Due Diligence Files Payroll Benefits Recruitment Business Hours Labor Law posters Employee Handbook

14 HR Due Diligence I-9 Safety Training Terminations Compensation structure Leave of Absence/FMLA Worker s Compensation

15 HR Due Diligence Recognition Mentoring Job Descriptions Employee Relations Succession Planning Government reporting Performance Management

16 Helpful documents to share Handbook Exit interview form Internal newsletters New hire survey form Terminology documents Job Description template and sample Sample Performance Improvement Plan

17 Helpful documents to share Benefit Summary New Hire Packet Benefits Packet Employment Application Authorization and Release Performance Management forms Sample job requisition and job posting

18 A little acquisition humor

19 Risk management: Executive perceptions, assumptions and reactions Time Scope Cost

20 Risk Management Culture clash Uncertainty paralysis Key customers defected Key employee departures Management disagreement on future direction Expectation misunderstanding leading to morale plunge

21 Forecast Human Capital The set of skills which an employee acquires on the job, through training and experience, and which increase that employee's value in the marketplace. InvestorWords.com

22 Forecast Human Capital Do not assume acquiring Company has all the talent. What is the best location for the function? Overstaffed/Understaffed? Talk to key staff about critical opportunities.

23 Culture Communication Chemistry Best Practices

24 Merger humor by Dilbert

25 People Culture Organizational Assets Success

26 Leverage Partners Expertise Objectivity Best Practices Share the work Additional Insight E.I. = External Intelligence 2nd Sight of Ears and Eyes

27 Leverage Partners MRA Broker Vendors Members Consultant Legal Counsel Benefits Carrier

28 Moving Forward Set Priorities Mutual timeframes Support each other Have a sense of humor Celebrate the small wins

29 Call (866) HR Hotline - available 24/7 (866) your request to InfoNow@mranet.org