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Acquisition & Merger- Governance issues

August13

governanceThe buzz surrounding Corporate Governance is on an all-time high in this decade of Enron, Worldcom and Satyam. The severe repercussions faced by every common person of our global business ecosystem has suddenly made Corporate Governance a common phrase for every stakeholder in economy.

Typically, Corporate Governance gives vibes of a crisis, due to the numerous and big business failures we have faced in last few years. However the goal of Corporate Governance is much more positive. Put simply, Corporate Governance is about promoting Corporate Fairness, Transparency and Accountability towards all stakeholders – shareholders, employees, customer, suppliers and immediate community. It thus works as a corrective mechanism which ensures sustained benefits for all stakeholders. The role of Corporate Governance becomes even more critical in case of mergers. In today’s brief session, we would discuss certain aspects Corporate Governance and see how it takes care of shareholders, employees and community.

Lets talk about shareholders first

The most important issue concerning the shareholder is likely the impact of the merger on the valuation of their equity capital. This is justified on the basis of the acquiring company expertise, inputs, synergies; etc the acquired business would lead to improved cash flows than what would have been possible had the business continued on its own.

It is necessary in case of acquisition to insure that promoters or controlling group of the acquired co. or their associates do not compete with the acquiring co. in the same line of business for a reasonable period of time.

One or more directors of acquiring co. may be on the board of the acquired co. If so there would be apparent perception of conflicts of interest even though the individual must be acting in the best interest of the shareholders.

Good practice demands that interested directors disclose their interests as required by law &they must refrain from exerting any direct or indirect exercise.

Even in respect of valuations, it is good practice to employ two set of valuers to conduct the exercise. One set of valuers should be appointed by majority sh. Holders & another should represent the minority interest.Their independent valuation could be discussed and reconciled to arrive at fair value.

So can the attempt of CEO of Satyam computer, Ramalinga Raju, to purchase the twin company Maytas infra and Maytas properties be regarded as an attempt to bypass the principles of Corporate Governance?

The decision was not made taking into confidence all the stakeholders. The two sons of Raju were major interested party in the twin companies. The deal would have made the cash rich Satyam into a debt ridden company as it’s entire holding of $1.3 billion cash would have gone to Maytas Properties and in Maytas Infrastructures. Importantly, Ramalinga Raju was holding only 8.5 per cent stake of Satyam computer to take such critical decisions! The economic  rationale of entering real estate in name of diversification is already a much discussed topic and I need not elaborate further

Thus, leading to the fall of India’s 4th largest software co.

From perspective of employees, it is important to note that since

The merged business is virtually independent of operations of acquiring co., there is bound to be duplication at management & supervisory levels in a combined entity. For example, the CEO of the acquired co. is retained to be head of combined operations. Employee of acquired co. will be concerned that their chief is crossed over to other side while those of the acquiring co. will fear that now head will favor his earlier team. Such situations should be tactfully handled with full transparency and adequate communications. Managing workmen at junior & middle level is also a sensitive component.

Let us understand it through example of HP –Compaq merger

Hp-Compaq made a huge and disciplined effort to smartly and sensibly deal the people’s issue. After the initial announcement, the first step they took was to place face-to-face the troops, and share with them as much information as possible.

They established a merger mentor program, whereby they put all their people managers through a training course designed to help them more effectively lead their team in a period of ambiguity and uncertainty. They also ran a weekly management teleconference; open to all managers, where they could discuss how the business was traveling, and many other issues people wanted to bring up.

One very important thing that they did in the period was to roll out a series of aggressive performance targets for the business to achieve together with the associated demand-generation programs. The level of detail in the planning was really apparent. On the day the new company launched, the top three levels of management had already been appointed globally, the product road maps had been finalized, the new web site was up, and an enormous amount of analysis had been done of key customer accounts.

This high level of readiness was a result of the level of resources dedicated to Corporate Governance aspects of their merger.

Corporate Social Resposibility is increasingly becoming a critical component of successful Corporate Governance

The acquired co. may have undertaken certain corporate social responsibility programmes. In the event of any alteration in these programs, the decision should be properly and timely communicated so that misrepresentation or misunderstanding do not happen.

Arcelor Mittal’s merger in Year 2007 is a good example of high standards & best practices of Corporate Governance in several aspects. The management developed a detailed community engagement manual for this merger.

The engagement process helped local operations map their different stakeholder groups, understand their issues, and develop effective action plans, which could be monitored and measured.

Each local CEO was accountable for the corporate responsibility programmes in their area, and  expected to put in place a clear management and governance structure to help them do this. A key element of this was establishment of local corporate responsibility forums to review and monitor local progress. This included line managers from Human Resources, Environment, Health and Safety, Legal, and other operational departments.

The company too developed action plans in partnership with regional management for governance structures, policy development, stakeholder engagement programmes, audit processes, training, and the selection of metrics and targets to assess performance.

Corporate Governance is an emerging field. Its more than mere art and science. Its more to do with ‘ethical quotient’. The focus of Corporate Governance, despite its popularity, is still more on standards and compliances procedures. While that is extremely necessary, what is even more important is to educate companies, corporations, decision makers and stakeholders on how highest levels of ethical standards alone can ensure sustained growth, avoidance of unwarranted crises and provide any meaning to their relentless pursuit of profit maximization. Examples of recent Corporate Governance failures reinforce the childhood lesson of ‘As you sow, so shall you reap!’. In today’s connected world, ‘Any deviation from highest standards of ethics will eventually come back to you with much more magnified impact’. This should be imbibed in the system and Corporate Governance should ideally become not an external enforcement but an internal motivation for everyone. This is more so valid in the sensitive matters of mergers and acquisitions.

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