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Management by Belly Button
November 4, 1996

As every director knows, synergy is the magic dust that makes one plus one equal three. In practice, synergy is all too often defined in terms of unspecified cost savings that managers add to business projections to get the return numbers high enough so their board will approve an acquisition. In my experience, this is one of the principal reasons so many acquisitions end up producing disappointing results.

After sitting through my share of board meetings playing "wonder where the savings went," I don't want to make this mistake again. So when we decided to combine two companies a few months ago, we wanted a state-of-the-art tool to help us get it right. After careful review we rejected such pseudoscientific mumbo jumbo as TQM, EVA and MBO. My partner, Jerry St. Dennis, introduced me to MBB--Management by Belly Button. Here is how it works.

The belly button is the person whose belly you point your finger at when you want to know how the work is proceeding, i.e., the person who will actually be accountable for each step in a consolidation. If managers expect to save $2 million per year by getting rid of excess real estate, for example, the belly button is the person who will read the lease documents to understand sublet provisions, termination costs and other value points. By placing a manager's initials next to each line item in the work plan, you have assurance that the savings aren't mythical.

The belly button is not a scapegoat--a person to blame later when things go wrong. He or she is the person who makes sure that things go right. The work of planning and executing a merger should be done by the same operating managers who will be responsible for executing the work once the deal has closed. It should not be done by planners or financial analysts. Only operating managers are capable of making the right judgments.

I like the acquisition team--the top operating managers and supporting staff--to meet every day for 10 to 15 minutes to review our progress. Each day they review and add to the punch list of projects and track progress on the day's deadlines. The team needs a "war room" near, but not in, the chief executive's office. It should not be used for other purposes for the duration of the effort. And it needs a full-time chief belly button to act as keeper of the punch list, coordinator of the schedules, manager of the files and scribe at all meetings.

This chief belly button is the hub of the team's information system. He or she must be able to work with senior managers, must be finance, accounting and spreadsheet literate and must know when to ask for help. (We are fortunate enough to have two such people and, no, you can't have them.)

The main problem, of course, is that the operating managers have full-time jobs and have to run their business while they work on the acquisition. The last thing you want is to commit shootus footus by neglecting your current business in order to buy a new one. An since the acquiring company is likely to be more lean at the top than the one you are buying, you are not likely to find many people with idle hands lounging around headquarters waiting for an assignment.

We try to attack this problem in three ways. We work with the acquisition team to break down the work steps into weekly increments during the 6-to-12-month transition to a new stable operating structure. That keeps us from scheduling the chief operating officer to be in three places at once and keeps us from scheduling customer deliveries from a plant before we have opened it.

We encourage the senior managers to delegate where possible, and we use trusted outside advisers--accountants, lawyers, appraisers, real estate consultants, computer systems analysts--where it counts most, to free up our senior people's time. Overloading senior managers is the surest way to botch an acquisition.

In sports, it ain't over 'til it's over. In buying businesses, it isn't over when it's over. The day the transaction closes is the day the real work of stitching two companies together starts. There is nothing quite so exhilarating in business as a well-executed acquisition. The secret is to keep your eye on the belly button at all times.