When you make an acquisition on behalf of your employer, you're normally focused on what you will gain. This can be a variety of things such as: a new product or technology, access to a new market or geography, a new service or service model, or even a new set of skills and capabilities.

Rarely, in my experience, do people make acquisitions to acquire particular managers or specific management skills.

The managers that come with the acquisition, however, have caused more problems for me than all other post-acquisition integration issues combined. Typically, the most senior managers in the target company are the biggest potential problem, as they're the ones accustomed to having the "bit between their teeth" and are the least likely to submit to outside direction.

Any odd behaviors, eccentricities, needs or wants, or anything that will clash with your company's culture is a potential problem area.

One acquisition I made started off with long, contentious arguments with two senior managers about their post-deal salaries (they both expected massive raises). The troubles during the discussions was an indication of things to come. Pretty much every major action I wanted them to take after the deal was completed, they fought. Eventually, I had to fire one of the pair, despite the fact that he was essential to the long term success of the company. In retrospect, I should have simply walked away from the deal when those initial problems surfaced during negotiations.

In another acquisition, I observed some significant eccentricities in the company's most senior manager. These were obvious in his decorating style (Victorian frills), the way the firm's website was put together (way, way too much detail about individual employees), and even the car he drove (a Rolls Royce). While I wasn't put off by any of this, I should have recognized that he would clash in a major way with our corporate culture. I spent significant time and effort defending him to my boss and others on the company's senior staff. Once I left that particular job, the manager in question lasted less than six months.

In this case, I would have saved myself considerable time and headache by putting someone in place over the acquired manager that could have acted as a "buffer" with the corporate staff.

In an example of a "bullet dodged," I once visited an acquisition target and found the senior manager busily working on converting his extensive record collection to digital files. His office was decorated with twenty-some stuffed animals that he confessed he'd shot on the property. I couldn't even imagine my boss's reaction to all of this.

We never had a second meeting.

When you're contemplating an acquisition and detect odd, or just out your firm's cultural norm, behaviors in the target's senior managers, there are really only four ways to handle the situation.

Convince yourself you can live with it. If the eccentricities are not too severe, and the need for the person is great, you might be able to tolerate the situation. Remember to consider how the manager may be perceived by others in your company. In some cases, you can preserve the person by adding someone over them as a buffer.
Have a "hot spare." If you're worried about the long term viability of the manager, you can identify a successor, either in your organization or the target's. Make sure, however, to take the time to convince yourself your "successor" can handle the job and will take it. It does no good, for example, to check this box, and later discover your identified "solution" won't relocate.
Replace the questionable manager with someone you know/trust. This is usually the safest approach, although sometimes it isn't possible due to specific skills the manager is bringing to the deal.
Walk away. Don't be afraid to do this, even if everything else in the deal seems to be falling in place. Better to move on to the next opportunity rather than sending endless hours dealing with a problematic senior manager.

I've spent more time sorting through personnel problems post-acquisition than all other integration challenges combined. When reflecting back on these, there was almost always adequate indication that something was bound to go wrong well before the deal closed.

Make sure you spend plenty of time with the key managers in your target prior to sealing the deal. Look for behavioral concerns, and carefully lay out your plans.

Then cross your fingers. I promise you hindsight will be 20/20 if anything should go off the tracks. 23.3

You Purchased a Subordinate?

Tom Spears

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