PART ONE Prerequisites
Introduction and Acknowledgments
Chapter 1 Basic Definitions and Data
Introduction
The Meaning of Integration
International Considerations
Appendix 1-A: Postmerger Performance: A Review of the Research
Notes
Chapter 2 The Path to Integration
Introduction
Alternatives
Growing versus Shrinking
Building versus Buying
Keeping versus Selling
Integrating versus Managing Separately
International Considerations
Appendix 2-A: Postmerger Sell-Offs: How Common Are They?
Following Up on the 10 Largest Acquisitions of 1985
Appendix 2-B: Valuing the Divestiture Option
Notes
Chapter 3 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
Appendix 3-A: Sample Mission, Team, and Timeline of Acquisition
Appendix 3-B: Communications Plan Matrix
Appendix 3-C: Integration Planning Worksheet
Appendix 3-D: Integration Plan Outline (Sample Outline Focusing on HR, Communications, and IT)
Notes
PART TWO Integrating Resources
Introduction and Acknowledgments 107
Chapter 4 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
Appendix 4-A: Sample No Compete Agreements
Appendix 4-B: Human Resources Integration Planning Grid
Notes
Chapter 5 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
Appendix 5-A: Selected Unaudited Pro Forma Condensed Combined Financial Data (in thousands, except per share data)
Notes
Chapter 6 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
Appendix 6-A: Sample Vision Statements from Companies Involved in Mergers
Appendix 6-B: Branding Case Studies
Notes
PART THREE Integrating Processes
Introduction and Acknowledgments
Chapter 7 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
Appendix 7-A: Types of Organizational Structure
Appendix 7-B: Internal Control-Integrated Framework: Excerpts from the Original COSO Report
Appendix 7-C: Benchmarking Postmerger Integration of Internal Control: A Sample Guidesheet
Notes
Chapter 8 Integrating Compensation Plans
Introduction
Postmerger Compensation Basics
Planning Pay Integration: A Strategic Overview
Merging Benefit Plans
Disclosure and Trading Rules
International Considerations
Appendix 8-A: Pay for Performance
Notes
Chapter 9 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
Appendix 9-A: IT Buzzwords for the Twenty-First Century
Appendix 9-B: Integration Planning Worksheets
Appendix 9-C: Integration Planning Worksheet for IT
Appendix 9-D: Information Security Program Elements
Notes
PART FOUR Integrating Corporate Responsibilities-Fulfilling Stakeholder Commitments
Introduction and Acknowledgments 355
Chapter 10 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
Chapter 11 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
Appendix 11-A: Simple Formulas for Calculating Shareholder Value
Notes
Chapter 12 Fulfilling Commitments to Employees and Communities
Introduction
Commitments to Employees
The Context for Commitments
Commitments to Communities
International Considerations
Notes
APPENDIXES
Appendix A: Acquisition Process Overview
Appendix B: Sample "Assets" Checklist of Resources, Processes, and Responsibilities
Appendix C: Pairwise Comparison
Appendix D: Sample Integration Planning Process (as shown in Table 3-1)
Appendix E: Sample Press Releases
Appendix F: Screen Shots from an M&A Planning "Cockpit"
Appendix G: Baldrige Self-Analysis Worksheet for Quality Assessment (optional)
Index
