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.
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