Employee integration is such a critical aspect of any M&A transaction that it’s a wonder why most entrepreneurs spend too little time planning for and executing this element. As a result, they often end up trying to catch up with it during the due diligence phase, which is quite a bit late to say the least. When is the right time to start thinking about employee integration? What essential considerations do you have to take in its execution? Domenic Rinaldi goes deeper into this topic with Jennifer Fondrevay, an expert in the human capital aspect of M&A transactions. Join in and learn as Jennifer shares key insights on the most overlooked aspects of integrating people, some of the best practices for handling employees and teams, and how COVID has simultaneously changed the game yet highlighted the evergreen principles of human capital.
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Jennifer Fondrevay: Why Employee Integration Is A Critical Aspect Of M&A
Integration of employees is such a critical aspect of any M&A transaction, yet most entrepreneurs spend too little time planning for and executing this element. The planning for this phase should start the moment you decide you’re going to pursue an acquisition, not when you’re already in due diligence. My guest, Jennifer Fondrevay, is an expert in the human capital aspect of M&A transactions. She’s personally been part of several large M&A transactions and has seen firsthand how the human capital piece can sour an entire deal. From that experience, Jennifer authored the book NOW WHAT?: A Survivor’s Guide for Thriving Through Mergers & Acquisitions which eventually led to her starting her consulting practice to help executives and acquirers stick the landing when it comes to the people part of a transaction.
Jennifer shares key insights on the most overlooked aspects of integrating people, best practices for handling human capital and how COVID has changed the landscape and the challenges it presents in truly analyzing this part of any deal. Jennifer is engaging forthrightly in her advice which comes from firsthand experience. I know you can learn a ton from this critical piece of the M&A process. Before we get to this episode, if you want to avoid the common deal pitfalls and the risk of losing substantial dollars, you need to know how ready you are to buy a business. I believe proper preparation is so critical to your deal success. We have published a catalog of free resources to help you be better prepared. You can access these resources on our website at K2Adviser.com. Being prepared is critical to ensuring that you maximize returns and minimize risks. Thank you for being here. I hope you enjoy this episode.
Jennifer, welcome to show. It’s so nice to have you here.
Thank you. It’s great to be here.
You run a business that specializes in advising owners and C-Suite executives on how to prepare the human capital for the challenges of an M&A transaction. It’s not an obvious career path. You have niched down. You’re an expert in this area. How did you get there?
You can say it, “What are you doing? Why did you choose this path?” I was a Marketing Executive. Twenty-five years in advertising and marketing. I did well. I reached Chief Marketing Officer status. In that capacity, I went through three separate multibillion-dollar acquisitions. Probably the most well-known and one that your readers might know is when Nokia acquired NAVTEQ. It was navigation technologies, digital mapping. If you followed Nokia at all, that acquisition didn’t play out as expected. What frustrated me is I thought the opportunity was tremendous. I thought Nokia was smart in acquiring us, recognizing that people wouldn’t connect over the phone, that they would connect through mapping and location-based solutions. In our cultures, NAVTEQ was B2B, Nokia was B2C, let’s just say the integration was not as successful as it could have been.Business is based on trust. When you have employees who trust one another, you can do great things. Click To Tweet
In two subsequent M&A deals, I saw the same types of challenges around integration. I felt by the third one. There’s got to be a better way to do M&A. I wasn’t finding books or guidance as an executive. I thought, “I’m going to write a book.” All I plan to do at that time was write a book. I was still interviewing to become a CMO. That was my plan. I had enough CEOs and private equity who I interviewed for the book say, “What are you doing besides the book? This is important information. Companies would benefit from this guidance.” Which usually my cheeky reply was, “Do you know how hard it is to write a book? I was happy to be writing a book.” They were right. The book wasn’t going to get into people’s hands even with publishing the way it is. I knew that I had to do more around it. I became an accidental entrepreneur. It’s been enormously rewarding. It’s niched, but executives typically don’t have guidance. I play the role of M&A whisperer. That’s the best way to describe it.
I often say to my clients, “There is no more important asset in a transaction than the people.” It’s more important than the clients and the underlying technology. The people make it all work. They’re the glue that makes it all come together. Unfortunately, often what I’ve seen is the people part of it is left to the last part of diligence and maybe even left until after the deal closes and then everybody’s scrambling to figure out, “What do we do with the people?” They figured out the payroll and all that, but that’s not what it’s all about. Payroll is easy. It’s soft issues around what do you do with your human resources.
That is what motivated me to write the book and to do the work that I do because I get it. I was an executive. I had the retention package. I benefited from having some insight in those deals but because the people piece hadn’t been talked about earlier, if you don’t start talking about or thinking about, “How are we going to address the people piece?” Until later, then what happens is you can lose major talent, your productivity can drop off a cliff and the valuation that you set for a significant milestone in year one, you don’t reach it because you’ve lost a lot of time and you’ve potentially lost the people who were going to contribute to that vision.
It’s why I called my company, Day1 Ready. For me, day one is not the day you announced that you start but it is the moment you start to contemplate a merger and acquisition for your company, how do you need to think about it? The reason why I joke that I’m an M&A whisper is you’ll often talk to a lawyer and accountant, maybe a buddy who’s gone through an M&A to get some insight and perspective. I say, “You equally need to talk to a human capital advisor. It doesn’t have to be me but you have to talk to someone who will give you that perspective.” I’ve seen the benefits of those conversations.
I want to get to some of the top pitfalls that people fall into, what they miss, what are the top 3 to 5. I want to make a distinction here. You’ve been involved in a lot of public transactions. I know now, as a consultant, private ones as well. When it’s public, those get announced well in advance of the deal’s closing. You’ve got the human resources. They’ve got a big head start in understanding that the companies are going to merge and maybe they start looking for jobs. In private transactions, usually, the employees don’t know that it’s coming. Their notification usually comes the day it closes, which creates a whole different set of challenges. I want to make sure that, for the audience, we are making that distinction. In fact, there might even be more pitfalls because they didn’t know that it was happening. If you want to make a comment about that, please. If not, I’d like to move into the top pitfalls that people make when they’re merging.
My HBR article was about that thing when you have a company where the employees feel blindsided. The whole article was about, “How do you avoid us versus them thinking once the deal is done?” It happens. There’s a lot of similarities. Whether it’s a multibillion or a mid to small business, the same type of symptoms emerged. You have our company versus their company, executives versus frontline leaders and who’d stays versus who goes. Those are the three different dynamics that can negatively impact the success of the deal. No one thinks about that. To the point you made, it’s not that they don’t think about it, they delay thinking about it because their focus is on the transaction.
Most people expect our company versus their company. When there is planning, it’s about, “Let’s make sure we do things to help.” There is usually some thought but where I see the most frankly where the failures tend to be driven by is you have executives who’ve known about the deal for a while, typically, even small or big but then you have an entire workforce who feels blindsided, who says, “I’ve helped build this company too. I’ve contributed and worked. I’ve got a pivot. I don’t understand this strategy. What’s our team going to do? What’s our role?”
Business is based on trust. When you have employees who trust one another, you can do great things. That can all unravel when you’ve got a workforce that feels as though they’ve been blindsided. It happens with good reason. I get it. There’s compliance, legal issues, confidentiality, all of that. This is why I focus so much on helping executives understand how quickly they need to communicate and how they need to engage their frontline leaders as quickly as they can so they can feel part of that crafting of that future vision.
I want to get to what are some of the remedies to the pitfalls. Let me dive a little bit deeper into the pitfalls. When a company decides or high net worth individuals, investor groups come together and they decide they’re going to acquire a firm. What should they be thinking about early on? What questions should they be asking themselves about the people so that they can start to get the right frame of reference? As they build the plan for transition, they’re building the right plan? Are there things that they need to be asking upfront to be better prepared?
It dovetails a bit with what we were talking about. It is possible. I find whether it’s private equity or a business owner looking to acquire another, as much as they can have line of sight on what the frontline leaders are doing, how would they work? Whether it’s a product service or solution but getting as close as you can to the people who are engaged in the work. I say this as someone who became an executive. As you move up, you don’t always appreciate the time, resources, budget needed to get certain things done and what a realistic timeline is as much as you can have clarity around that. For instance, I was engaged by a PE firm to go in.
I wasn’t presented as someone who was coming in because it was an acquisition but it was more to interview certain frontline leaders about what was going well with the company? Where were areas of improvement? Who did they think the true leaders were that were critical to the success of the company? Having that insight allowed both the president and the potential acquiring company to get smart on how the work was getting done. Typically, the answer I hear is, “We can’t. Everything’s confidential. You don’t want to talk about it too soon. People will leave.” I’m sensitive to that but you can be smart and figure out ways to still get a better insight on how the work’s getting done.
I love that solution to the standard, “You can’t talk to my employees.” There are lots of ways around that. The one you cited, third parties that can interview clients and ask the clients their satisfaction with the company and do they get good service. There are lots of ways you can test what’s happening without anybody knowing that there’s an acquisition going on. Those data points can be helpful. I’ve heard situations where it’s caused buyers to walk away because they figured out there wasn’t going to be a cultural fit or the changes that they were going to have to make were going to be too foundational and they’d risk losing everybody.Everyone on your team needs to sing from the same vision. Click To Tweet
I’m so glad to know you say the same because I feel like that is such an automatic answer. We can’t talk. You can’t have level of insight. It maybe comes from my marketing background. You do focus groups and you’re asking them questions about one thing but you’re looking to see how they answer for a completely different reason. It gives you the insight that you need. It can have people answer you more frankly and openly. That’s what you’re looking for. You want to be as smart as you can going into this.
As an M&A advisor that represents both buyers and sellers, not at the same time but in different deals, when we represent a seller, we have to convince them oftentimes that it’s okay to have these surveys done. There’s a right time and a place for them. We’ll always urge that the parties do it after some of the more fundamental diligence has done. We’ve done financial diligence and we know it looks good. There isn’t a non-human reason to terminate the transaction. If all that diligence works out, then you can move to these things. I don’t want to say they’re the later pieces because I said you don’t want to wait until the last minute, but they’re not the first things you do.
You have to have hit certain milestones before you take those steps because there have been instances where I’ve been asked, “What happens if you get all the way to the end and then you decide not to do it?” I’ll say, “You have to be aware that you’ve made people aware in your executive leadership and defending how far down you’ve gone your other employees.” There are ramifications that come with that. The toothpaste is already out of the tube. Be prepared. You’ve got employees who are wondering, “Our leader was thinking of selling the company or acquiring another. What does that mean about my job?”
We’re careful with clients about this. We’ve had a couple of situations where these surveys had to happen. The buyer demanded them but they were done and masked as satisfaction surveys or other types of surveys. Thankfully, all of those deals are closed but if one of them hadn’t, nobody would have been any wiser that the owner was contemplating a transaction. There is a way to do it without anybody becoming alarmed or even aware that a potential transaction is in the works. We talked about pitfalls. We hinted at some of the things you can do to be preventative. What are some of the guidance that you give to owners around their human resources and the best practices for integrating cultures, people and taking care of them?
There are a couple of steps that I take where I’ve seen that companies coming together have had the most success. I’d like to try and do what I call a premortem. We know the postmortem, the patient dies, you try and figure out what were all the things that went wrong that led to that. Premortem, in a business context, you act as though you’ve made the decision. You’re going to pursue the deal. This is to your point. You’re now at a stage where you’re pretty much about to finalize the deal. This is to see alignment. Are we aligned? How are we going to work out? I do a premortem with the company separately first. “What are all the ways that this could go wrong?” It’s almost like a reverse SWOT.
You think about your Strengths, Weaknesses, Opportunities and Threats. What happens if several of those happen after this deal is done? What’s the impact on that? Oftentimes, it’s scenario planning. You don’t go into battle without having done military drills. You consider every possible scenario that could happen so that you are prepared when the enemy does something that you hadn’t expected. It’s the same dynamic. I’m an optimist. Ideally, none of these things will happen. If I knew, you would least have had some consideration and because it’s your executive team looking at it from an operational, accounting, financial, political frame of reference, it can be invaluable and giving you confidence as you move forward and also help you see where you’re aligned. I’m sure you’ve had this experience where everyone thinks they’re aligned, then you have a discussion and you realize, “We’re further apart than we fought.”
Doesn’t that happen in daily life everywhere, your marriage, your kids? Why would a business be any different? It happens everywhere. Why wouldn’t it happen with the living, breathing organism like a company?
I find that exercise, which the times that I’ve done it inevitably, I will have executive say, “I was a little worried about doing this, but this was so helpful.” When I give them the military scenario, when I say, “Think about it in that context.” You don’t go and say, “Here’s a rifle. Here’s whatever, good luck.” You do drills intentionally to be smart about all the potential scenarios that could happen.
The kid in us always wanted to be in the military if we weren’t. We’ve got that fascination. I love that drill. Let’s do the premortem. What could go wrong and what would your response be to it? That’s a great way to approach the human resources aspect of an M&A transaction. The whole thing, it’s not just human resources.
In a past life, I must have been in the military because I use a lot of military references. I talk about frontline leaders. If you haven’t had the insight from frontline leaders, it would be like going into battle without talking to the frontline and not getting that insight. It’s funny, my husband’s like, “What’s with you in the military references?” It informs a lot of how we can be smarter in planning around mergers and acquisitions.
You had made a reference to communication. Let’s talk a little bit about communication and the role that it plays. Let’s assume that this is a private transaction. Nobody knows about it. They don’t want anybody to know about it. What are the best practices from your perspective around communication, the right timing, is there some approach that you take to communication with your clients that would be helpful?
There are a couple of things. One, communication is critical, but there’s a cadence to the communication. Two things on the upfront, be prepared to communicate immediately. You are sitting down with your entire workforce the moment you announced the deal. Already, you probably have a certain number of people who are aware, but you’re going to talk to everyone right away and you can’t wing it. This is not something because you’re excited, you can’t assume everyone else is excited too. You’ve been living with this. You’ve probably lived with it a lot longer because most executives I know, it’s been in their brain for a while, then things start to go into emotion, but you are announcing something where people instantly, in that moment where you make that news, they go from thinking about the company to thinking purely about themselves.Some of the greatest success comes from where executives have had one-on-one conversations with members of their team. Click To Tweet
I say to executives, “This is not to judge. You would do the same. You are finding out the news that impacts your career, your livelihood.” I did an article on the secret language of mergers and acquisitions. The moment you say something, you become like Charlie Brown’s teacher because people now, all they hear is, “We’re going through an acquisition.” There’s a lot of negative attached to M&A, so people automatically think, “What does this mean for my job? What does this mean for my title? Why my team stays together? What is my husband or wife going to say?” I always forewarn executives, one, to be prepared not to wing it and to have crafted a vision for what the deal is intended to do. You need to paint a picture of where you’re taking the company and why the two of you coming together help the company overall be successful.
You paint that vision first. What I say is the more executives can craft that communication with their executive leadership, you get everyone singing from the same songbook and the operations person will talk about it one way, the CFO might talk about it another but you’re all singing from the same vision and you’re helping interpret that vision for the different teams that report to you. If your vision is so high level that no one understands where you’re going. I can say from experience when I was in the NAVTEQ Nokia one, the vision was so high level and it kept getting changed and finessed. This is somebody who was in the marketing communications team constantly trying to help people understand what the vision was.
Communication cannot be underplayed. This is where you go out of your way to solicit questions. Oftentimes, you might have those town halls where you’re like, “I know that one guy. That one lady is always going to ask me a question.” You solicit those. They’re speaking for a lot of other people. You want to hear that. The more you demonstrate openness to those questions, the more people will feel like, “I’ll ask a question too.” Creating an environment for that communication is critical in those first two weeks.
If I could add one thing to that, I always caution my clients too that the first thing they need to tell people is that they have a job and that if their compensation hasn’t changed and to your point of Charlie Brown’s teacher, they’re worried about making the mortgage payment and college tuition. People need to know that their security is intact and then they’re willing to listen to everything else. If they don’t have a job, those people need to be informed immediately and not let that drag on.
You may have younger readers. We should explain that you couldn’t understand Charlie Brown’s teacher.
Let’s talk a little bit about COVID.
We love talking about COVID.
It dominates every conversation these days. It’s created a different workforce and working environment. We’re going to have distributed workforces. The list goes on and on. From your perspective, how has COVID changed maybe the approach here, to discover what’s going on or the remedy at the end, how do you make sure that you get to people with some of the challenges that we have now with distributed workforces?
I’ll start first with what was a profound lesson that has applications for mergers and acquisition. Traditionally, our model for a leader is they have a vision, delegate, have confidence, everyone rallies behind them and you move forward. What I’ve said is, to take a look at where those leaders who were most successful during the pandemic. How did they get people to change behavior? How did they get people to get to acceptance that they had to change and pivot? It was those leaders who communicated openly, consistently, transparently, who role model the behavior that they wanted to be. They didn’t ask for social distancing and for you to wear a mask, but then not to do that themselves. They also engage the people closest to work.
They had an empathetic mindset. They acknowledged. There are parts of this I don’t know and there are parts of it that we’re going to work on together by engaging the people in the front lines who were doing the work and had the visibility, whether it was healthcare workers or scientists. It was those leaders. Whether it’s CEOs or your political leaders, we have a reference point for those leaders who did better, demonstrating of more empathetic mindset and a willingness to appreciate what other people were going through. The reason why I say that has applications for M&A is you’re usually evaluating the executive management on their boldness, confidence, how they move forward but you need to equally have leaders in that mix who get the emotional part of what can often be some grief stages.
When a company is pivoting and changing from what they used to do, you can have a workforce. We’ve talked about it. If they feel blindsided and this is new news and they’re trying to adjust, having an empathetic leader that recognizes that and helps them move on towards acceptance can have an enormously successful impact on how the workforce can pivot. For me, probably the most striking lesson learned was to have that example and having talked to a number of executives. They consistently say, “You’re right. I wouldn’t have thought of that, but we did see that. As I opened up more to my employees and I talked to them about what we were facing, the more I felt like we were in this together. We didn’t have that dynamic before.”
That’s a great point for any business acquirers reading that this is something they should be looking for in an acquisition. How did those leaders handle their workforce? That will tell you a lot about how easy it’s going to be to transition that business and merge it or take it over. Their hurdles have gotten higher on employee diligence. Even though you can use third-party survey firms, they can do their job when the workforce is distributed. We’re in the midst of all of this. There’s been turnover and people not coming back to their jobs because they’re making more money on unemployment. You’ve had to bring in new people. Choirs have their work cut out for them in diligence here around figuring out what’s the company doing, let alone, what’s the human capital doing in the business.Keeping focused on the people piece will help you become successful in business. Click To Tweet
You know where I’ve seen some of the greatest success, you probably have as well? It’s when executives and their executive team have called people, have had one-on-one conversations with members of their team. It’s fascinating to me that because we’re so used to email and doing everything online, that now if you get called, “You know who I am. You pay attention to the role that I play in the company?” It’s fascinating how that has re-engaged a lot of people because they’ve had leaders, bosses who called or said, “We will have a virtual Zoom chat but I want to hear how you are doing. Not just in the whole group, but you, individually.” I recognized that the size of companies can’t always allow for that but leaders who proactively engage their teams. Going back to an empathetic mindset. It has people feeling valued.
I was reared in Corporate America. I can remember a time where, as an executive, we were forced through the human resources system to sit down on a quarterly basis with our direct reports and do a quarterly update to the annual plan. That wasn’t the only time you sat down face to face but it was formalized. If you didn’t do it, you were getting phone calls even as a senior executive. We, as a culture, moved away from a lot of that. That’s important. Now, it’s more important than ever.
You’ve probably watched as closely as I have how the mental health, I would call that an epidemic. It’s because so many people have had to adjust with variables that were not anticipated. I mentioned before the stages of grief that accompany can go through. A lot of the work that I’ve done is to help companies who are grieving the future that won’t be. The company had to pivot significantly. They may have lost some people. They may have a new strategy. You can get through it. You get to acceptance, but the more companies acknowledge the emotional journey that a lot of their employees may be on, acknowledging that is an important step.
We covered a lot of ground in a short period of time. Let me give you this opportunity. Is there anything that we didn’t touch on or a point that you’d like to make that you think would be important for the audience to know?
We’ve covered so much. The benefit that I see one of the outcomes of the pandemic, and I’m always looking for the upside, is the recognition about the people. We’ve gotten clear on essential workers. I hope that stays. The understanding that the people who toil away at a job that maybe you hadn’t thought much about before, seeing how that contributes to the overall success of not just a company but a country, a state, a nation. I’m hurting to buy that recognition. I hope that stays because that’s what both you and I have been talking about. It’s the people piece. Keeping focused on that will help you be successful in business.
You referenced your book, but you didn’t mention the name. I want to give you the opportunity to do that. If you could, leave away for people to get in touch with you if they wanted to follow up and have a conversation about this topic.
It’s a book that I looked for as an executive and I couldn’t find. It’s called NOW WHAT?: A Survivor’s Guide for Thriving Through Mergers & Acquisitions. I always emphasize quickly. It’s 225 pages and a quick read. You could get through it in about 3.5 hours, even if you’re not a speed reader. It’s illustrated. There are parts of the book. One is the stages of grief that I referenced. The other part of the personalities that emerge when fear is an operative emotion in a company. Each of those ten personalities is brought to life via caricature. The book is about how to be smarter as an executive, how to prepare and be a good leader as someone going through it, how to see the opportunity when things are changing. I feel like I was on a mission when I wrote it. I’m thankful that it’s had the positive impact that it has.
How can people get in touch with you?
JenniferJFondrevay.com is my website. I always encourage people to reach out to me on LinkedIn. I post a lot there, articles, content and some of my illustrations. Please do reach out on LinkedIn. Domenic, that’s how you and I got connected. The more of us that are speaking the same message, the greater the benefit will be to the business overall.
Jennifer, it’s a pleasure to get to know you. Thanks for being a guest. I appreciate it.
Thank you again for having me.
I hope you enjoyed this episode. I look forward to seeing you again on the next episode of the show. Until then, please remember that scaling, acquiring or selling a business takes time, preparation and the proper knowledge.
- Jennifer Fondrevay
- NOW WHAT?: A Survivor’s Guide for Thriving Through Mergers & Acquisitions
- HBR Article – After a Merger, Don’t Let “Us vs. Them” Thinking Ruin the Company
- LinkedIn – Jennifer Fondrevay
About Jennifer Fondrevay
Jennifer J. Fondrevay is the Founder and Chief Humanity Officer of Day1 Ready™, a consultancy that advises forward-thinking business leaders, entrepreneurs, owners and C-Suite executives on how to prepare for and manage the people challenges of business transitions, particularly Mergers & Acquisitions.
As a Fortune 500 executive during three separate multibillion-dollar acquisitions, Jennifer authored the satirical survivor’s handbook, “NOW WHAT? A Survivor’s Guide for Thriving Through Mergers & Acquisitions”. The book became a #1 new release on Amazon when it was launched in Nov. 2019 and her newly released audiobook hit the top 20.
She shares her expertise as a contributor to Harvard Business Review, Fast Company, Inc., Forbes and Thrive Global; is a frequent podcast guest and keynote speaker for conferences and associations; and has advised numerous small-mid market as well as Fortune 1000 companies, including Express Scripts, Cigna, Livongo and Teladoc, to support their workforces in navigating the emotional journey of business transitions and post M&A-deal integration.
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