Copyrighted Material. How-to Series for the HR Professional. Mergers & Acquisitions. Jerry T. Edge, CCP. Copyrighted Material

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1 How-to Series for the HR Professional Mergers & Acquisitions Jerry T. Edge, CCP

2 About WorldatWork : The Total Rewards Association WorldatWork ( is a nonprofit human resources association for professionals and organizations focused on compensation, benefits, work-life effectiveness and total rewards strategies to attract, motivate and retain an engaged and productive workforce. WorldatWork and its affiliates provide comprehensive education, certification, research, advocacy and community, enhancing careers of professionals and, ultimately, achieving better results for the organizations they serve. WorldatWork has more than 65,000 members and subscribers worldwide; 95 percent of Fortune 500 companies employ a WorldatWork member. Founded in 1955, WorldatWork is affiliated with more than 70 local human resources associations and has offices in Scottsdale, Ariz., and Washington, D.C. WorldatWork Society of Certified Professionals is the certifying body for six prestigious designations: the Certified Compensation Professional (CCP ), Certified Benefits Professional (CBP), Global Remuneration Professional (GRP ), Work-Life Certified Professional (WLCP ), Certified Sales Compensation Professional (CSCP) and Certified Executive Compensation Professional (CECP). The WorldatWork group of registered marks also includes: Alliance for Work-Life Progress or AWLP, workspan and WorldatWork Journal. Any laws, regulations or other legal requirements noted in this publication are, to the best of the publisher s knowledge, accurate and current as of this book s publishing date. WorldatWork is providing this information with the understanding that WorldatWork is not engaged, directly or by implication, in rendering legal, accounting or other related professional services. You are urged to consult with an attorney, accountant or other qualified professional concerning your own specific situation and any questions that you may have related to that. This book is published by WorldatWork Press. The interpretations, conclusions and recommendations in this book are those of the author and do not necessarily represent those of WorldatWork. No portion of this publication may be reproduced in any form without express written permission from WorldatWork. 2013, 2007 WorldatWork Press ISBN (Spiral bound) (E-book) Project Lead: Wendy Anderson, WLCP Content Advisor: Leonard Sanicola, CCP, CBP, GRP, CEBS, SPHR Production: Deb Shenenberg

3 Table of Contents Preface 5 Overview 9 1: The Role of the HR Professional in a Merger or Acquisitions 13 2: Preparing to Conduct Due Diligence 17 3: Cultural Assessment 21 4: Policies, Procedures and Practices 27 5: Agreements, Contracts and Understandings 45 6: Valuation of Legislated Risk Factors in HR 49 7: Human Resources Measurement Criteria 65 8: Globalization 67 9: Reporting the Information 69 10: Integration Plan 71 Conclusion 75 Glossary 77 Appendix: Integration Issues 83

4 4 Mergers & Acquisitions

5 5 Preface A normal part of the merger and acquisition process is the assessment of a target organization and the determination of its value. There is a need for a guide for HR practitioners and others who are responsible for the due diligence process associated with mergers and acquisitions. Due diligence is difficult not only because of the number of topics that must be considered, but also because the organizations under consideration for acquisition often are uncooperative or do not disclose enough information. This book integrates the important considerations relevant to a due diligence assessment of an organization s HR function. This approach provides both the head of HR and the CEO with the information needed to make an informed decision with respect to the risk and cost associated with the HR activities, functions and responsibilities as they influence an acquisition s value and price. This book is written principally for HR professionals involved in the acquisition process. It also is useful as a reference for the human resources department to use in preparing the necessary documents to populate the human resources section of a data room that will be used by an acquiring company. In addition, it is useful for anyone seeking to study or under- stand how to perform due diligence or how to value human resources in organizations. Also addressed are the relatively new areas of knowledge valuation and metrics as indicators of organizational value. The field of knowledge valuation has emerged in the past 10 years from an interesting concept, traditionally justified as goodwill, to one that significantly influences the price of organizations in many industries. While commonly associated with knowledge industries (e.g., Internet-oriented organizations), the realization is that

6 6 Mergers & Acquisitions knowledge valuation may now significantly influence an organization s purchase price. When knowledge valuation is coupled with retention agreements for executives and key employees, it becomes obvious how important it is for this factor to be incorporated into the due diligence process. The financial and investment communities are increasingly concerned about the price paid for acquisitions when compared to the value received in return. Others in the investment community also criticize the size of executive employment and compensation agreements. The incorporation and consideration of knowledge valuation in the due diligence process provides a solid foundation on which to base retention and performance provisions of executive compensation agreements. While acquisitions of organizations for customer base, contracts or market position are quite common, acquisitions and mergers for the organization s talent base or intellectual capital will become more common. This is due to a pervasive and continuing shortage of talent in the 21st century. Many organizations in the industrial era considered employees or people as costs to be minimized or eliminated through time and motion studies, reengineering, outsourcing or staffing reductions. The net result of these efforts: A short-term reduction in operating expenses but higher longterm operating costs due to lower morale, inefficiencies and the significantly higher cost of finding, hiring, training and deploying new talent. Some organizations now believe that talent is such a significant business asset that they acquire other organizations just for the talent to sustain and grow their business. Ultimately, business is about people. All organizations can purchase the same equipment, systems or access to markets and customers. Access or ownership of technology is not a distinguishing success factor it just raises the bar for entry to the marketplace. The one true competitive advantage any organization has over the competition is its people the human resources of the organization. The increasing drive toward globalization also means the due diligence process needs methods and processes to assess where

7 Preface 7 potential acquisitions are at relative to world-class performance. This book introduces the use of metrics in the due diligence process as a way to assess both current and potential world-class performance. The use of organizational metrics also allows quantitative comparisons and assessments of potential acquisitions, as well as of existing enterprises within the organization.

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