David Harding

Ted Rouse

The strategic logic of Bank One’s 1998 acquisition of First Chicago NBD was clear. According to the Cincinnati Post, the deal would make the Columbus, Ohio–based acquirer, then the United States’ eighth-largest bank, “the dominant bank in the Midwest,” ensuring its survival in a rapidly consolidating industry. But three years after the deal, none of the 16 top executives picked to run the merged company remained on the job. One M&amp;A firm included the deal in its list of the top ten M&amp;A bloopers for 1999.

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Reprint: R0704J
Most companies do a thorough job of financial due diligence when they acquire other companies. But all too often, deal makers simply ignore or underestimate the significance of people issues in mergers and acquisitions. The consequences are severe. Most obviously, there&#8217;s a high degree of talent loss after a deal&#8217;s announcement. To make matters worse, differences in decision-making styles lead to infighting; integration stalls; and productivity declines.
The good news is that human due diligence can help companies avoid these problems. Done early enough, it helps acquirers decide whether to embrace or kill a deal and determine the price they are willing to pay. It also lays the groundwork for smooth integration. When acquirers have done their homework, they can uncover capability gaps, points of friction, and differences in decision making. Even more important, they can make the critical &#8220;people&#8221; decisions&#8212;who stays, who goes, who runs the combined business, what to do with the rank and file&#8212;at the time the deal is announced or shortly thereafter. Making such decisions within the first 30 days is critical to the success of a deal. Hostile situations clearly make things more difficult, but companies can and must still do a certain amount of human due diligence to reduce the inevitable fallout from the acquisition process and smooth the integration.
This article details the steps involved in conducting human due diligence. The approach is structured around answering five basic questions: Who is the cultural acquirer? What kind of organization do you want? Will the two cultures mesh? Who are the people you most want to retain? And how will rank-and-file employees react to the deal? Unless an acquiring company has answered these questions to its satisfaction, the acquisition it is making will be very likely to end badly.

Human Due Diligence

Reprint: R0704J Most companies do a thorough job of financial due diligence when they acquire other companies. But all too often, deal makers simply ignore or underestimate the significance of people issues in mergers and acquisitions. The consequences are severe. Most obviously, there’s a high degree of talent loss after a deal’s announcement. To make matters worse, differences in decision-making styles lead to infighting; integration stalls; and productivity declines. The good news is that human due diligence can help companies avoid these problems. Done early enough, it helps acquirers decide whether to embrace or kill a deal and determine the price they are willing to pay. It also lays the groundwork for smooth integration. When acquirers have done their homework, they can uncover capability gaps, points of friction, and differences in decision making. Even more important, they can make the critical “people” decisions—who stays, who goes, who runs the combined business, what to do with the rank and file—at the time the deal is announced or shortly thereafter. Making such decisions within the first 30 days is critical to the success of a deal. Hostile situations clearly make things more difficult, but companies can and must still do a certain amount of human due diligence to reduce the inevitable fallout from the acquisition process and smooth the integration. This article details the steps involved in conducting human due diligence. The approach is structured around answering five basic questions: Who is the cultural acquirer? What kind of organization do you want? Will the two cultures mesh? Who are the people you most want to retain? And how will rank-and-file employees react to the deal? Unless an acquiring company has answered these questions to its satisfaction, the acquisition it is making will be very likely to end badly.

Human Due Diligence

Summary.

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