Mergers and Acquisitions


Regardless of what form a business takes—be it a sole proprietorship, partnership, or a corporation—the chances are reasonably good that its form will evolve over time. Companies of all sizes and types achieve a variety of objectives by merging, dividing, and restructuring. The terms most often used to describe all of this activity are mergers, acquisitions, and leveraged buyouts. The difference between a merger and an acquisition is fairly technical, having to do with how the financial transaction is structured. Basically, in a merger, two or more companies combine to create a new company by pooling their interests. In an acquisition, one company buys another company (or parts of another company) and emerges as the controlling corporation. The flip side of an acquisition is a divestiture, in which one company sells a portion of its business to another company. In leveraged buyouts one or more individuals purchase the company (or a division of the company) with borrowed funds, using the assets of the company they’re buying to secure (or guarantee repayment of) the loan. The loans are then repaid out of the company’s earnings, through the sale of assets, or with stock. Leveraged buyouts do not always work.

Mergers and acquisitions represent relatively radical ways in which companies are combined. On a more modest scale, businesses often join forces in alliances to accomplish specific purpose. In a joint venture, two or more companies combine forces to work on a project. The joint venture may be dissolved fairly quickly if the project is limited in scope, or it may endure for many years.

A consortium is similar to a joint venture, but it involves the combined efforts of several companies. Cooperatives also serve as a vehicle for joint activities. In a cooperative, a group of people or small companies with common goals work collectively to obtain greater bargaining power and to benefit from economies of scale. Like large companies, these cooperatives can buy and sell things in quantity; but instead of distributing a share of the profits to stockholders, cooperatives divide all profits among their members.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please visit www.asifjmir.com, and my Lectures.

Antiquated Strategic Planning


At one time, the view from the top of most corporations was strongly influenced by their leaders planning doctrine. Executives were taught that the best way to plan for a complex company into discrete components, called strategic business units. For a time this practice provided a helpful way to unbundle the corporation and to select strategies most appropriate to each unit’s individual situation.

Companies were best thought of as a portfolio of individual businesses: some brand-new and unproven, some growing rapidly and consuming great amounts of cash, some growing rapidly and generating the cash needed by the up-and-comers, and some out and out losers.

Strategic planners eventually carried the idea one step further. They developed formulas that appeared to identify the contribution each business unit was making to the company’s overall stock price. Called value-based planning (as in shareholder value), its application, along with techniques such as junk-bond-driven leveraged buyouts, helped de-conglomerate many corporate dinosaurs in the financial go-go years.

These planning techniques are logical and quantifiable, descriptive as well as perspective. They provide a seemingly attractive way for the head of an enterprise to put arms around what might have become an increasingly diverse array of businesses. But thinking of a corporation as if it were similar to a portfolio of stocks or other investments can also be very limiting and one dimensional.

This kind of thinking tends to overemphasize the uniqueness of each business and often assumes that all the competition in which the corporation is engaged occurs when its business units do battle with their counterparts in other companies. It suggests that the role of top corporate management is either secondary or passive with regard to competition. It also implies that top management’s role is primarily that of a banker to the individual strategic business unit, concerned chiefly with financial resource allocation, and that it adds value mainly through “balancing the portfolio” by buying or selling the strategic business units that make up the company.

This approach encourages a “trader’s mentality” on the part of top management. Traders like to buy and sell, conglomerate and de-conglomerate. But they do not know how very much about how to grow the company from within.

Decentralization, sometimes extreme decentralization, is also encouraged, because each business is expected to stand on its own, containing most of the resources it needs for its operations. This simplifies the job of top management. It has only to focus on each strategic business unit’s bottom line and consider the details of its operations on an exception-only basis.

But this simplification comes to a great cost. Stressing stand-alone uniqueness and managing through the blinders of short-term earnings results in living, growing business entities treated almost as if they were fragments of the company’s stock certificate. The disease of the stock markets—perspective that seldom extends beyond next quarter’s financials—is passed along to the company.

There is another danger when strategic business unit framework dominates corporate decision-making. This is the tendency to grow redundant resources in the company as each strategic business unit, over time, builds up all the functions and staffing it feels it needs to operate as autonomously as possible. At times headquarters management tries to check the emergence of this costly duplication by mandating resource sharing across strategic business units, by using central service groups, or both. But these well-meaning attempts at cost containment send mixed signals to the strategic business units and they also can impose heavy coordination costs in terms of time and loss of flexibility.

Many intelligently managed companies led down the paths and took a seemingly attractive shortcut in their thinking. They confused a framework for planning with a basis for organizing power and resources. They used a perspective that directs to management’s attention to the financial scorekeeping aspects of the business at the cost of neglecting the underlying mechanisms that create value for their customers.

My Consultancy–Asif J. Mir – Management Consultant–transforms organizations where people have the freedom to be creative, a place that brings out the best in everybody–an open, fair place where people have a sense that what they do matters. For details please contact www.asifjmir.com, Line of Sight