Harding David, Rouse Ted
Bain & Company's, Boston, USA.
Harv Bus Rev. 2007 Apr;85(4):124-31, 142.
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.
大多数公司在收购其他公司时都会进行全面的财务尽职调查。但交易撮合者往往忽视或低估了并购中人员问题的重要性。后果很严重。最明显的是,交易宣布后会出现大量人才流失。更糟糕的是,决策风格的差异会导致内斗;整合陷入停滞;生产力下降。好消息是,人员尽职调查可以帮助公司避免这些问题。如果进行得足够早,它可以帮助收购方决定是接受还是放弃一笔交易,并确定他们愿意支付的价格。它还为顺利整合奠定基础。当收购方做好准备时,他们可以发现能力差距、摩擦点和决策差异。更重要的是,他们可以在交易宣布时或之后不久做出关键的“人员”决策——谁留下、谁离开、谁来经营合并后的业务、如何对待普通员工。在头30天内做出这些决策对交易的成功至关重要。敌意收购显然会使事情变得更加困难,但公司能够而且必须仍然进行一定程度的人员尽职调查,以减少收购过程中不可避免的影响,并使整合顺利进行。本文详细介绍了进行人员尽职调查所涉及的步骤。该方法围绕回答五个基本问题构建:文化收购方是谁?你想要什么样的组织?两种文化会融合吗?你最想留住哪些人?普通员工对这笔交易将作何反应?除非收购公司对这些问题的回答令其满意,否则它正在进行的收购很可能会以糟糕的结局告终。