Few business activities can match Mergers & Acquisitions (M&A) in terms of the potential for reward and for danger. A successful merger or acquisition can allow a mid-tier company to leap into the top tier, bringing rich rewards to that company, and its employees and shareholders. The failure of a merger can, on the other hand, have a devastating impact, resulting a loss of credibility, destruction of value and in some cases bringing the parties to ruin. Depending on how you measure it, between 50% and 80% of M&A deals fail to attain their objectives, before or even after the deal is done. Practical M&A Execution and Integration is all about maximising your chances of success. Merging, de-merging, acquiring or acquired, if your organisation is involved, or likely to be involved, you will need to manage the process, and following this Handbook will give you a clear, simple framework to get the job done and help your organisation move on and attain the benefits and promise of the deal.
The book covers the following core topics:
- Fundamentals of M&A; the reasons for M&A, types of M&A deals and the challenges they present
- M&A Regulation
- Successful M&A, covering M&A power and providing a detailed look at the processes and people involved
- Delivering M&A
- The unique issues of Banking M&A, which differs significantly from other types of M&A deals.
The final section consists of document templates and suggested tables of contents which are designed to be used alongside the advice in the book, thus making Practical M&A Execution and Integration the complete guide to constructing a successful M&A deal.
Table of Contents:
Tables and Figures xi
Foreword xv
Acknowledgments xvii
Section A: About Mergers and Acquisitions 1
Chapter 1: Introduction 3
Fundamentals of mergers & acquisitions 5
Types of M&A deals 6
Challenges of M&A deals 11
Reasons for M&A 14
Chapter 2: Role of regulation 21
Regulatory regimes 22
UK anti-trust regime 23
European Union regulation 26
US anti-trust legislation 27
Bid process 28
Section B: Fundamentals of the Deal 31
Chapter 3: Anatomy of a deal 33
M&A Stages 33
Phase 1: Prelude (to a deal) 36
Phase 2: Deal negotiation 40
Phase 3: Pre-change of control 44
Phase 4: Change of control 50
Phase 5: Integration 50
Phase 6: Business as usual 53
Section C: Successful M&A 55
Chapter 4: M&A power 57
Clarity 57
Capacity 61
Speed 76
Chapter 5: M&A process 79
Risk management 80
Planning, management and control 106
Project lifecycle and structure 113
Issue management 133
Risk management practice 138
Reporting 149
Assumption management 152
Dependency management 154
Scope change management 157
Quality management 162
Resource management 164
Cost management 166
Communications management 170
Stakeholder management 173
Chapter 6: M&A people 175
Culture 175
Stakeholders 179
Personnel 179
Section D: Pulling It All Together: Delivering M&A 185
Chapter 7: Timing 187
Managing the integration and change of control period 187
Project organisation and control 197
Section E: Banking M&A 207
What makes banking M&A unique? 207
Planning for the post-merger period 211
Planning to get to the change of control 212
Organisational approach 225
Issue management 229
What if it all goes wrong? 235
Section F: Document Templates and Suggested Tables of Contents 239
Control documents 239
Report templates 245
Project document templates 255
Bibliography 289
About the author 291
Index 293
About the Author :
Dr Michael McGrath is an established city professional, with over 15 years of experience working for some of the world's leading banks. He is currently a Head of Function for ADM Operations at Lloyds Banking Group. He is a former regional Chief Technical Officer at Merrill Lynch and Project Delivery Director at Bankers Trust and Deutsche Bank. He was a founder of Hibernia Consulting, a project delivery and risk management consulting firm serving major investment banking clients.
Michael has spent his professional life implementing complex change, in particular managing Mergers and Acquisitions from the announcement of the deal through to post-merger integration. M&A deals he has worked on include Lloyds TSB Registrars' demerger from Lloyds TSB Group, the Deutsche Bank acquisition of Bankers Trust (then the largest banking acquisition ever made), the Bankers Trust acquisition of NatWest Markets (then the largest banking acquisition in the UK) and IBM's acquisition of Lotus Development.
Michael holds an MBA from the Smurfit School of Business; his MBA thesis won the Institute of Accountants in Ireland gold medal for research in 1996. His doctoral research examines risk behaviour in unfamiliar problem domains and he is probably the only person in the United Kingdom to hold a doctorate in banking M&A risk management.
