Assimilating Unique Cultures in M&A

I'm Kisam Patel and you're listening to M and A Science, where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies and what actually happened during M and A deals. Hi. Today I'm here with Kim Jones, senior HR M&A Manager at Microsoft. Kim conducts due diligence research and completes all HR related integration activities as part of Microsoft's M and A programs. Today we're going to talk about how to successfully combine unique cultures in M and A. How are you doing today, Kim?

I'm doing well, thank you. I'm excited. This is a topic that I love to talk about, so thank you for having me on.

Great, Kim. Maybe if you just want to start off with a real brief background on yourself.

Yeah, great. I've been in HR for over 20 years, I think at Microsoft for the last nine and in particular the last a little over four years focusing on mergers and acquisitions and a part of our team that is dedicated to that. So definitely get a lot of experience trying to combine cultures and it's a passion of mine. So I love to be able to kind of. I meant a good job that I get to constantly be looking at Microsoft's culture and a target culture and kind of how we can bring those together to be successful.

So let's start off with defining what company culture is.

Yeah. Well, a simple view I think is how I look at it. It's really how the people in the org believe and act. And to me this kind of shows up in company values, perks, work habits, communications and decision making. So it's kind of how things get done.

Why is it important?

I think everything kind of comes down to me. If you don't have a vision and a culture that matches that, then things just don't work. I think very lucky to be at Microsoft now where we're on a cultural journey. And I've just seen such a big difference in kind of really focusing on it and kind of an aspired culture and then kind of how everybody works together to kind of make that work. It's not always easy, but I think when I think about the culture of a company, it means a lot to people and I think, you know, it's kind of what we show up, what we show up as every day. And it's who you are and who you want the company to be.

How would you identify with it?

I can tell you a little bit about when I start. We start thinking about a company culture as we become aware of a deal and we Gather information on the company, whether that's from our LinkedIn insight reports or other info we can find on the web. Then it comes down to assessing what we would call a target company's culture. It varied a little bit over time. In the past, I think we really used detailed tools and assessments, but right now, trying to take a more fluid approach and really base it on kind of what the deal structure, whether for us it's a limited structure or like a fully integrated deal, and there's some similarities within that and, you know, and then kind of how deep we go and how familiar you are with the company. I think, you know, all of this done, we've tried to do this where it's fluid within kind of the deal time, because there's always a deal timeline. Right. And so the constraints of that, of how we're identifying that and kind of how we're bringing that together and seeing kind of similarities and differences. Does that kind of answer. Is that what you're looking for?

Yeah, and I think that falls into that next question about what stage of the M and A process you think. But you know what, Can I back up for a second, Kim, Because I'm curious about Microsoft in general, because I. From a person looking on the outside in, it seems like Microsoft itself is changing their culture. It's evolving. And I'm curious about your perspective as somebody that actually works at Microsoft.

Yeah, you know, it has been a really interesting journey, I think, especially with Satya coming on board as the CEO about, I guess it's been six years now. And I think he really kind of switched it to a growth mindset and kind of being a learning culture versus a know it all culture. And that's a really big shift when you think about where people came from. You know, really having the being the smartest person in the room and really kind of pushing into opinion versus really being willing to fail and learn from that. And when I think about, you know, how we kind of learn, I mean, I think acquisitions are a huge area where we get the opportunity to kind of learn how other people are doing things and kind of how we bring that into our culture. I've seen a traumatic, excuse me, a dramatic shift. As you know, when I first started at Microsoft and Xbox division, you know, we were able to kind of be a little bit unique culture of kind of how we got things done and really customer obsessed. And I think I've seen that customer obsession kind of really drive the values of Microsoft to be a learn it all culture of how do we learn what our customers really want and how do we deliver on that and how do we work together to kind of bring that to life.

Does culture really change, though? Because, yeah, I. Well, I'm curious because I feel like when we do deals, a lot of times things don't work out and we end up obviously people issues is one of the biggest factors and we end up blaming culture and we look at it as, hey, that that was a mismatch of culture and that that's why the deal didn't work. End of story. But here we're. We're citing an example on a very large scale of a huge company that's evolved and shifted their own culture out of their internal initiatives. That's why it's interesting.

No, I'm with you on. It's always like what deals fail, it's typically the people and we can blame it on the culture. But it's also just what I found is the intentions of learning where those similarities and differences are and how we bring people along somewhat the best of both. That's very idealistic. But I do think that Microsoft has done that in general. Really shifted people to focus on the customer and how do we come together around that? I think when you take that, it lets you get rid of your own ego to kind of bring forward kind of the best of everything. But yeah, it doesn't. It's not easy. But it's also, I think it's just more time and being very intentional from the top down and the bottom up of what? Where, you know, where do those happen? Like, how do the managers play a role in this? Like, how do we actually align our processes and policies around what that culture is versus just having a good talk track.

What's something tangible that you guys have actually done to prompt that change?

There's quite a few, I think, from when I think about. Satya gave out the Growth Mindset book, which really talks about a growth mindset versus a fixed mindset. And we really have tried to align even our total rewards approach and our rewards and our conversations, which we move to instead of documenting activity impact and how people work together and rewarding people on that. And it's been a shift and it's not always perfect. But I have seen a drastic difference in the last five years of the conversations that happen with managers and employees and people being kind of open to admit where they're doing well and where they need to improve and not being punished for that. And I think even when I think about Microsoft, when some things came up about people complaining about how they were treated. The efforts that went behind that of some tangible actions to address that and hold people accountable was really impressive. I mean, I've seen Satya on stage, like, admit things that he didn't do well. And I think that that's also helpful to employees to be where they don't feel like they have to be perfect. It's like, hey, I did this, did that work? No. Is that good? Okay, so how do we adjust and how do we learn from that so that we're really still focused on what we need to deliver for the customer? And I think this wrapper of the customer obsession and really focus in on that versus Microsoft telling you, you need this software, you need that. It's like, what are you trying to solve and what are you trying to do? And kind of approaching it from that. And that's a shift I've seen really subtly and drastically over the last few years. I've even seen it in acquisitions that we've done of the feeling of, when I first started in this job, I felt like we almost had to convince people that this was a good place to come. And even though the comp packages, our benefits are nice, we still had convince people that we were innovated and we were moving forward. And I've seen such a switch of people wanting to approach us and employees excited about joining Microsoft and what they can do. So I think that's a really great example of even externally, people seeing how that culture shift has really played a role of people wanting to come to Microsoft.

That's interesting. I'm actually hearing a few different themes there. One around open communication and being able to communicate a vision of change, being able to demonstrate some visible actions around it. And I like the example about being vulnerable to accept opportunities of where things can be improved.

Yeah. And I think that, that, that I think has been super helpful of people just saying, hey, yeah, that I didn't know what I was doing there and I didn't, you know, I messed up. And here's what, you know, here's how we can actually kind of move forward and use that in the future.

At what stage of the M and A process are you thinking about company culture?

Well, I'm always thinking about it because I'm a culture geek. But I really think about it now as we think about when we get to kind of what we would call strategy approval, that we're going to move forward with the deal or kind of at our approval to negotiate where we know that we're going to engage and get A letter of intent or loi signed. That's really for me when I start to kind of go deeper on gathering just known information on the company. You know, what we can find externally like I said, whether that's from, you know, LinkedIn insight reports to research on the web to you know, just industry stuff that we can find until we can actually engage directly with that company. So that's to me where it starts because you can start to kind of get even a high level list of what's the same and what's different that you can start to kind of form some opinions as when you. When we get to a point where we can have some deeper culture conversations that you can use that to kind of work through what's reality to them too and what they're hearing and what they think about. Even Microsoft at the time.

Do you ever use Glassdoor reviews to get your information?

I don't, but you know, outside of when I've looked personally for jobs, but I haven't used that as a source. But have you found something good?

I feel like that's where I get my dirt from about the inside of other companies workings.

No, that's a good reminder because I used to use that. So I will add that to the research list.

Yeah, I've been doing it with competitors and our vendors even but it's been interesting.

Yeah, you definitely get sometimes the people that are unhappy on Glassdoor.

Yeah, you get some interesting scoops and.

Sometimes that gives you more real information.

So how does your perspective of company culture differ from corp dev's perspective when you're approaching potential targets?

I do think that it plays a role of how we think about structuring the deal. I think we've really move to some limited integration structures where people are on their own, whether that's at big scale like LinkedIn or more recently we've really driven some of our games growth by acquiring studios and kind of leaving them in this limited model which means they're on their own terms and conditions, you know, and they are able to kind of support and continue their own cultures because really for us and what we've learned from them is like the culture drives the game and we really want to protect that and really use that to kind of foster their innovation and continue to deliver games. And so I think corp dev does take that into consideration when they're thinking about, you know, how do we kind of structure this deal or the negotiation.

So usually when I talk to folks that work on the integration side, they have a very like yourself, they have a very specific definition and view of company culture. But then on the corp dev side, it tends to be vague. So I'm curious if there's gaps that happen there or how do you align between the folks that are more the front end of the deal and get them to start thinking more thoroughly about culture?

Well, fortunately, I sit next to them in the hallway, but I think we're just constantly having conversations of what are we trying to accomplish with this deal, what are the deal value drivers? And talent usually plays a role in that. So I think when we get think about that, if they're coming up, that talent's a value driver based on kind of when we think about the style of deal that we want to do, whether it's something that it's limited, fully integrated, you know, or a hybrid, you know, they're aware of that and they are very aware of kind of some of the challenges that go into those structures. And they also participate, when we think about some of these culture conversations in the fully integrated, when we bring the target kind of leadership team to talk about their company and their talent to really go deeper on that. Corp dev usually participates in it from that level too. So they kind of have it at the start feed us information about kind of what they're thinking, what the leaders are thinking and how that's working in the deal structure. And then they learn more as they're continuing the negotiations from, I think from the org deep dive and the culture of who's important. Did we really get that right on the loi? How do we think about that as we move through the course of the deal?

How do you assess the company's culture?

Well, many ways, I think lately it's really been outside of the research. We really like them to bring that to life and, you know, in the different structures. So if it is a fully integrated deal and we have the target company come to us to really talk about, you know, their company, who they are, their values and their talent, we start with that, we have them talk about their culture, and then we talk about ours and we have a conversation about kind of what surprised people or what was unknown. And I think that's really helpful to kind of start really forming those similarities and differences that we really need to kind of work through. I also think it kind of highlights some of the things that you look at styles. If somebody's talking about they're an open culture, but they don't really communicate out to employees. You start to kind of pick up on those things of things that you may need to dig deeper on to see like what the reality is. And then maybe some things that we need to work on with them. I think with some of our limited teams on the smaller scale, I think about some of the game studios, we've had the opportunity to kind of talk to them about their culture. They also, at the beginning of the deal and at the end, they talk to everybody about kind of who they are and their values. And we really try to use that as framing of engagement from our side of how do we think about when we're wanting to engage with employees, whether it's communication, integration, what's really needed, what are we hearing and so that we can kind of really form kind of integration plans, even in a limited model of what we need and what we don't.

So it's almost like an understanding of, you know, there's your perspective, obviously, the value drivers of the deal, but then there's the drivers from that potential target company and being able to acknowledge that and sort of continue that story to really keep them engaged.

Yeah. And, you know, and there's some simple things that we do of just highlighting, you know, they say they're about this. And so we put that in a lot of decks of, we love PowerPoint decks, so we put that in a lot of decks of, you know, here's what they say their values are and that we need to kind of continue to keep these in mind so that the deal, everybody that's working on the deal kind of has that as framing. And you know, we put that into kind of handoff documents. And we were constantly talking about it as our deal team meets of hey, anybody notice anything of if you had interactions with the leadership team or if you're doing the technical due diligence, what's coming up, where's the resistance? Or what things are people really excited about? And you. So we're constantly using that to kind of even informally frame and feed our information on kind of who they are. So as we get to the point of close, we have a better idea of kind of some of the things that we want to approach on the integration too, or that they may need support on. We find often that CEOs of a target company coming into, especially if it's integrated, coming into a bigger corporate company and having a boss again can be a challenge. So how do we help them with that and how do we kind of help prepare even our own internal teams to be aware of that, that it's not just, you know, they come with work, there's busy, there's timelines, you know, you're kind of going, but how do we also just pause and make sure that we're paying attention to foster not only their innovation but kind of their challenges that they face as they kind of, they go through a lot of change. Right. They're running a company to then having a boss and running a piece of like at scale. So there's lots of, I think things that you can feed these culture conversations into to kind of help set people up for success once they're here.

It's a really interesting point. I'm probably going to come back and visit that one again. I want to ask you more tactically the type of questions that you actually ask these companies to get that assessment understanding of their culture.

Sure, I mean we definitely have some prompting questions. But I have to say once we kind of get to that and set up like what we want to do, we do let it free flow a little bit because you can kind of have a conversation that way. But I think, you know, just with our goal is really to kind of get at that learning and understanding. But some of the questions the, you know, the, the templated questions that we have that we give them in advance are kind of how do you describe your culture, what's valued? If there's something on that we find on kind of on their website or something that stands out, we ask them to tell more about that or if they won kind of an award for, you know, being an employer of choice, like why that was important to them and then kind of go into also leadership, like how do their leaders really work together? Because I think that brings out really good insights of is it hierarchical, is it more kind of how do they make decisions together? And then kind of lead from there like, okay, once you've made those decisions, how do you communicate it out? How do you keep the team informed? Do you have weekly meetings? Is it verbal, is it written, is it ad hoc? So it kind of gives us an understanding of kind of how they work together. And then we also ask questions about kind of the physical space. Like anything in kind of your physical space that supports your culture is that, you know that people have kind of pods, is it open environment, is it more office based, you know, things like that that I think have come up that kind of tell us a little bit about what they're about. And then kind of getting into why do people come work for you and why do they stay? You know, those are the kind of the standard questions. And then from there really found that those lead into Opportunities to kind of drill down based on kind of what comes up. This is a more informal process than kind of a full on assessment that we do.

It makes sense that you lead with those questions and then just layer in the follow on questions to really drive the conversation that's specific to what they have.

Yeah. And you know, most leaders have a lot to say about who they are. So you know, it's. For most of them. I haven't found this as a hard conversation. I think when we kind of get into the specifics, it helps them kind of narrow in about who they really are. And you know, and then we try to kind of also, if we can get access to employees, kind of validate that.

So who are you asking these questions to?

Typically the leadership team and those in the tent at the time. Because often we're having the conversation when it's still confidential.

Okay, so probably like the C suite.

Yeah.

What are some of the early signs of risk or a bad fit?

That's such a great question. You know, I think in more of this fluid approach, we're really looking for kind of those gaps, similarities, differences, so that we can use it for framing employee engagement and how we bring people along. And then we kind of feed it into kind of the implicit like, are there going to be challenges of integration? Where are those differences? I think some of that I haven't seen anything at this point in time that I was like, okay, well that's a red flag. But we do get really insights into kind of leaders styles. The example of if they say they're transparent yet they don't communicate out and they haven't really brought the right people into the tent. And we really look to see is that a pattern through the due diligence process and if so, is that something that we need to, that we can help them with or is that something that then if that's their style, like would we really bring them on? Would that be a role that we would kind of time bound things like that. Or I think also we do find insights into how they describe their technology and what they think it's going to be post integration. So I think, you know, I think early signs of risk kind of align to if that's not kind of how we're thinking about it. We know we have a lot of work to do on alignment.

Gotcha. You never came across something that was just totally crazy where you felt like you're walking to a scene of Wolf of Wall street and you're like, this is not a good idea. We need to turn around?

No, fortunately, I do think our process to get to the point where then I'm in conversations, people have vetted that out, but we have had difficult CEOs or areas where we've had to spend a lot of time building trust, for sure. And then we've had people leave after a year. So, you know, it's not always perfect, but I think kind of with where Microsoft is going with its culture, I think we've really been better about not saying, you have to adapt to us. Let's learn together and figure out how we move forward.

Gotcha. So there are risks that are overcomeable. What are some examples of those type of things that you'd identify like, hey, here's something that we do need to consider as we continue this process. I'm sure a lot of these startup companies that offer, like unlimited PTOs and millennials love those things.

True. I think we look at the whole picture of, from our offers is kind of when we think about total rewards, we can get baseline stuff done. But we really look at is this aligned to our vision and purpose, and if we can align it to that, we found we've had more success. But I think when you think about risks of, like, personality styles, you know, there are people that are serial entrepreneurs that they, you know, if they have money that they can walk away with, would they really stay? And is this something they want to do? And I think we're open to having those conversations with people, but there are times when you think, you know, they brought the team along and then it's like they need to leave, but you have to kind of focus on the team that's attached to them. So there's all kinds. I think it just depends on the situation and, and the personalities involved. And that's why I love these conversations, is if we can build trust through this and kind of get that stuff on the table, it makes it so much easier to work through than being surprised. And that's the last thing we want them to be surprised. And we don't want them to come and not want to be here either.

Right, that makes sense. So visiting that fact up front, here's leadership that has a good chance of leaving in a certain timeframe after the transaction.

And I think some of our dd, if the talent isn't quite there and they're the value driver, we just have to think about, is it based on kind of the company, the size of the company and what they've done, or is it. And we can kind of work with them, or is the talent really not there. And you know, we don't like to walk away from deals. But you know, our due diligence process is there for a reason of kind of determining is the tech and the talent what the target company said it was.

Do you ever sense like a vulnerability for multiple people leaving? Because a lot of times if a key leader leaves then and the team around him tends to leave with it. Is that part of it as well?

Totally. I think those are part of the conversations and of where we kind of focus our retention efforts and kind of intentional conversations. But it's also sometimes it frees people up once their leader leaves to take on more or within Microsoft too. So it really depends on the situation and the person involved. But there's definitely people that don't. They want to leave the company. Right. They don't want to be a part of it and have a boss and multiple decision makers and you know, those types of things. So that can be a challenge for sure.

So once you identify these different types of risks, what's your advice for dealing with it?

Well, we put together a plan really based on kind of what risk we've identified and kind of what the team is wanting to accomplish and what they need and, and whether that's retention period for a certain period of time to make sure that we've landed the people in the product, whether that's okay, we really need to talk to that person and kind of make sure that the leaders are getting kind of coaching and training. There's all different types of things like that that will put together a plan based on kind of the needs and the engagement that the kind of engineering team and even our HR team that works with them moving forward, kind of how they want to handle it. So I think for us it takes just a lot of conversations and time and attention to kind of put together that plan based on all those different factors of what are we trying to accomplish? What's the issue? Is it solvable? You know, how do we move forward?

Where does leadership fit in when you do see those signs of risk and start developing that plan around it?

Oh, they're involved from the beginning, I think, you know, we, we're constantly having conversations. If you're talking about our own leadership team of the team, that's kind of the. But if it's an integrated acquisition that's coming into that probably engineering group, I mean, we're having tons of conversations about what we're seeing, how they're going to handle it and kind of as we work through to get Post close, we have integration, planning and all kinds of stuff that we're having that they're involved all along the way because at the end of the day they're responsible for it. And if that person's becoming their employee too, they're responsible for setting them up for success, having, having those conversations and also kind of giving feedback on what's working and what's not.

Basically who's going to take ownership to overcome those challenges.

Yeah, different people have different skill sets on that. So that's where also our role and kind of HR in general with our engineering groups, kind of how do we help set that up? What's really needed and is it support for our team to kind of be able to kind of, you know, be a good manager and a good, you know, person for this, for this team or not? And how does that work?

Now you mentioned that you look at your company culture as well as the target company's culture. Can you tell me more about that?

Yeah, I mean, I think, you know, as we've talked about, Microsoft's been on this cultural journey and different teams have kind of come along on that journey or you know, different teams have their own team norms, how they get stuff done. So we really will look at that team too and kind of look at, okay, well where are you at within Microsoft about this? Kind of where are you at? What's your vision? What are you trying to accomplish? What are also all the things that you're juggling and how are we going to kind of bring this team in that also comes with work and comes with this pool of talent. How do we move that forward? So we have the uber level Microsoft culture. But then really each team has their own specific culture too. So we want to sure that we're understanding that so that we can speak to that and the leaders can kind of tell the individuals and the teams that are joining them what they're about and kind of how they view things. They lead that like they lead conversations when we do employee announce on kind of not only our values, but who they are and kind of what their team's about too.

That's interesting. So you really get this contrast between similarities and differences that you can put out, make open.

Yeah, I think that's, you know, we may not share that directly with the target. Maybe that's something that over time that would be something to think about. But when I think about when we've done kind of culture comparisons and we look at like a target company and the team coming in of just even a basic checklist of kind of, you know, who, their values of what they're about, you know, are they more of kind of the startup? You know, are they creating something innovative at Microsoft? Have they as a more established team, what's coming in? We kind of create this side by side comparison and then we really do look at the implications of integrating these cultures. This team may have done something here, but they haven't done it at scale. They haven't ever productized what they're doing. So how do we help them with that? Or we purchased a company that was more game focused, but they're coming into a different part of the business. So how do we shift that, that culture from being kind of gaming industry into something else? I think we're constantly looking at that and we use that with the leaders to say, hey, this is what we've noticed. What are we thinking about? How do we make this successful? Or where do we need to spend some more time or have conversations with the leaders and help them bring their teams that are coming into Microsoft along.

One thing I think we haven't emphasized in this interview is that. But you actually work with quite a few of the acquisitions that is specific to the Xbox Studios division, which is Microsoft's gaming studios that produces games for their Xbox platform.

Yes, I am definitely a huge Xbox fan. That's how I came into the company. And it's been really fun to kind of be a part of playing a role in the acquisitions and the growth of that.

So I guess could you maybe contrast a little bit about what's unique or even challenging when you think about culture? Because I would expect that the culture of a gaming studio is unique of its own when compared to just general tech companies out there. And just curious on some general thoughts around that.

Yeah, I mean the creativity is amazing of what comes out of these studios and kind of how they think about stuff and the fact that they're kind of, they run their own business. So when we think about like when we acquired all the game studios and left them limited, they're still running their own business. Right. They keep their kind of employee terms and conditions. We wanted to foster their culture. They keep their locations, all of that stuff. And I think, you know, our head of studios has done a great job of kind of keeping them individual, of fostering their studios so that they can kind of continue to really invest in their games and make them better and, you know, make sure that they're aligned to the fans and onto our platform. But the cultures are different. Right. Each studio that we've Acquired has been slightly different. So that's where I think we've just had that ability to kind of go in and talk to them about who they are and kind of how they run and kind of figure out then how we align the different things that we need to do from a compliance standpoint now that they're part of Microsoft. I think one thing that's come up as just an example of where there was a little bit of a rub is Microsoft runs on trust. We have high standards and we tell our customers that we believe in this. We background a piece of that is that we do background checks for all of our employees. Well, this is something that as we're bringing in acquisition hires, we do that as part of the offer process and giving them a new offer. Well, the studios, we did this, this separately because they're limited integration, but background checking for them isn't something that was a part of who they were. They trusted the people that worked there. And I think that just took a lot of conversations to kind of bring people along of why that was important and why like we had to do that as part of Microsoft because it can kind of really push back on their ideals of, you know, I have a good employee, what if I find something in the past I've already worked through that, do we really need to go through this? You know, we vetted them all those things. So I think that was something that based on kind of something that they're not used to doing that we had to kind of introduce and that did cause a bit of angst that we had to work through.

Yeah, that's interesting. What ended up happening? Do you create some flexibility there or do you really try to get them to see eye to eye?

We don't really have a lot of flexibility because those are promises we make as Microsoft. So I think, you know, we did create just communications about why we had a lot of conversations the leaders did and why this was important, how it was going to work. We started with the leadership team so that they could go through it and speak to it, you know, with the goal of hopefully it being painless. And we even had conversations with our global security with them. We brought in a lot of experts just to kind of help with education. But it really was kind of, especially for us based studios, a non negotiable forum because that's something that we have to uphold and we want to make sure that we are honest about that. So it just took a bit to get through and some studios were fine about it and led right through it and others, it just kind of hit on some ideals that we just had to really pause and listen to, kind of why that was a concern for them and kind of help them understand what that meant to Microsoft and them being a part of Microsoft as the parent company.

Is there anything that affects a company's culture? People wouldn't expect to.

What do you mean by that? Like, what surprises people sometimes just things.

That would impact a company's culture that you wouldn't expect to. Like the physical space, the colors, the office layout?

Yeah, I think that, I mean, I think even like, can you work remote? Is it, you know, does everybody have to be there at a certain time? Like, you know, all of those. I think, you know, those policies and practices do kind of impact. Do they support vacations? Do they not? Like, you know, they may have a policy that, hey, everybody gets three weeks, but then. But don't take it, you know. So I think there's certain things that it's the. What's the reality of that that definitely impacts. And is it a bright space? Like we're a creative team. Are things bright? Or, you know, do we have the technology that we need? You know, if we need to kind of. Are we a technical team? Do we really need some good technology to actually do our jobs? And I think some of that really does impact people of. Do they have the tools and resources to do their jobs?

Yeah, that's a good point. So there's even the specific tools they're using as part of that as well.

Totally. And you know, we're very lucky because we do have access to great tools and resources. And so I think that, you know, we can provide that and that's helpful to people, but it can also be overwhelming because there's so much stuff that you can access at Microsoft versus a small company. And I think that's been a hard thing too. I think even with some of the limited, is sharing that because it's, you know, unless you are kind of on Microsoft systems, you can't necessarily have access to a lot of our stuff. So, you know, there's a lot of things that we're still working through about kind of how to, how to figure that out and how to leverage that for other kind of limited integration.

How do you minimize the fear of falling helm to Microsoft's culture?

We just tell them they need to. No, I'm kidding. You know, I think, I actually think that. That it definitely is something that just takes time and trust. I think the conversations we have and the trust that you're Building with the leaders and the employees as you go is. It's critical. And then you have to do what you say you're going to do. You know, like we had, if we say that we support their culture, but yet we don't allow them to kind of continue certain things, I think that that's super helpful. One small example I have is, you know, we worked with a company that it was a small team. There's multiple teams in different locations. We had a small team located in one location that was moving into Microsoft Office. They kind of had their office in this home and they had all these, like, really cool personal things. And they had this red couch that when I went and visited their office and met with them, they told me the history and why they love this couch and what it means to them. I'm like, okay, if we tell them that we support and want them and them to be successful and we support their culture, we've got to figure out how to bring that red couch. I mean, it's a very small example, but if we tell people that they can be who they are and then we kind of limit that type of stuff, or if they're an open environment, we put them in offices, things like that, I think kind of erode. So we're constantly looking at how do we back what we say and that we want to learn from them versus and also how do we help them see kind of what they can bring to Microsoft in the career and the resources. So I think it just takes time, conversation, and when something doesn't work, having that trust to just have that conversation. Hey, you said this, but this is what happened. Oh, okay. Well, let's talk about that.

And don't touch the red couch.

Yeah, don't touch the red couch. I know. It's funny because, Yeah, I mean, there's so many things that are personal people that you just have to kind of be acknowledged and be like, great, let's break that.

Is fear something you see often?

I think it's more concern, and there is fear of the unknown because a lot of employees don't choose this. The leaders choose this. So I think it's the uncertainty. What's in it for me? What does this really mean? I loved what I was doing, and now what? So I think, you know, what we try to do is just put in place time and attention, whether that's employee meetings, you know, leaders kind of sitting in the lunchroom to talk to people, just to kind of address those and just allow the space to kind of have that. Those Conversations because you know, to me like if we were acquired and all of a new job, there's a lot of kind of uncertainty that comes with that, that, that, you know, that can be fear for some people.

Are there other big corporation formalities that target companies might not be used to? I know you gave the example of the background checks, but are there anything else?

Yeah, oh, there's lots of things of just all of our compliance trainings and all of the like we, we try to warn people that they're going to get inundated with emails and announcements and trainings and, and just stuff that they just haven't had to do and that can be a little overwhelming for people. And also just the network, how to figure out kind of the network within Microsoft who you need to know to get stuff done, the diffuse decision making, all the people that you have to have involved. I think that sometimes can feel, especially for a small company coming in that they're slowed down. And I also think especially if they're fully integrated or even limited people come with work, which is a totally different experience than a new hire and we have some customization for that. But once they're in too, it's almost like they're a new employee but they actually have work and deadlines versus time to figure out what Microsoft's about, where are the resources, all of those things. I think the, that's a challenge.

Yeah. You don't want to see a dip in performance.

Right. And they've gone through so much for the deal too. Especially you think about if it's a 2025 person company, like the due diligence process is exhausting and yet there's no time usually built in to. Because you know the product needs to be delivered in a certain amount of time or they're coming on board. So it's just like the downtime for kind of. I think the C suite of the target company is a challenge because sometimes they come in tire, which is rightly so because they've just gone through a ton of work.

Is that because you have 40 people doing diligence?

Probably. And they have three. Yeah. And you know, we try to pace it and we've done a lot of stuff but it still can be very overwhelming and very just and it's emotional, you know, somebody selling their business and yet like what are we going to do with it? How is what changes, what stays the same? And so I think just that in some ways to me sometimes feels like there's a grieving process for that of letting go. But Also like embracing the new. And that's something that I feel like sometimes the target feels like they have to do on a dime of like, okay, finger snap, now you're part of Microsoft and yay. And bring your employees along and all this stuff that we, you know, that just happens as part of the deal process.

How do you accommodate and foster the target company's culture?

Yeah, I think, you know, it starts with learning about them and learning what's important to them. And then I think we just have those conversations about what does that mean of, you know, some companies do specific things, say on a Friday. So it's like, okay, we need to figure out how do we continue to fund that within what they've done so that they continue to feel like they have those connections. Especially I think initially because over time that kind of deludes. But we've really been having a lot of conversations too, like how do we continue to foster the innovation that comes with these leaders, these employees within a big company? I don't think we have the perfect answer, but a lot of great work is being done around how do we do that? I know there's trainings and we have a time that people come together from the past acquisitions from the past year to kind of talk about kind of what works for them or what they're still doing or how they built their network and you know, continuing to kind of support what they need. But I think, I don't think that's easy at all.

How are decisions made and how do you keep the team informed? Is it weekly meetings, all verbal written updates?

Are you talking about how do we keep like a target acquisition company informed?

Yep. And like even when you make decisions around them as well?

A lot we typically depending on when employees come into the tent, working with the leadership team and even an employee announces a partnership between the target company leadership and Microsoft. And then we really kind of feed information back to try to put it into a natural cadence of what the company's doing. Like, okay, you have Thursday meetings that you do this or you post this on your, on a website. Like we feed information into that and then I think as we get to integration, we've set up teams. We love teams. So we've set up like onboarding for that company where we have different kind of categories that people can ask questions or we can post information. We use old fashioned newsletters that we email out with information of what they need to know. So it's kind of customized to the deal, the size of the company, if it's a small Company, we can feed that to the leaders. If it's thousands of employees, we'll do a lot more communication, whether it's newsletters or a team site, things like that.

So it's tailored?

Yeah, it's definitely tailored. And I think that's kind of the job that me and my other coworkers in a similar position, like, we get that opportunity to kind of figure out where those needs are and what people need and how do we paste that information versus inundating them during integration. What are the non negotiables during integration? I think a lot of the non negotiables kind of come up for us. When I think about it, prior of, you know, compliance, you know, how do we set up that entity, what's the regulatory environment and things like that. And I think for us, it always goes back to the value drivers of what are we trying to accomplish. So I think, you know, we. Our team kind of steps out a little bit after close. So I think, you know, we. We kind of kick off integration and stay engaged up to the point where then everybody's running with it. So I would say, you know, most of our non negotiables are prior to close and figuring that out.

Have you ever seen anything inappropriate? You've had rainback.

You know, I was thinking about this. I haven't seen anything to the level of inappropriate. We've had to kind of clean up some things from a compliance standpoint in this job. I have worked at acquisitions in other companies and definitely have seen some cultures that had inappropriate kind of posters, artwork on the walls, onboarding gifts that they gave their teams, things like that that we really did have to influence to stop, because it just border. It was on that line of definitely. It wasn't on the line. It was inappropriate. So we did ask them to stop.

Wait, what's an inappropriate onboarding gift?

Well, this company was giving out brass knuckles to their team. They lived in Pioneer Square, so they thought of it as a safety thing, as their team, and they thought it was funny. So it was one of those things, things that worked as a small company, and when they came into a bigger company, that we did ask them to stop and think about kind of the impact and what they were communicating. But that definitely is a hard conversation because it goes against kind of who they feel they are.

At least they weren't giving out flamethrowers.

Yeah. Not that we were aware of.

What challenges come up when you're combining cultures.

I think it's when I think about companies coming in, smaller companies, it's like, how do you keep them together and kind of nurture the innovation? You know, a lot of them come with the get it done mentality of the startup and they come into a big corporate and you know, doing something at scale, which is amazing. But do they have the, you know, is that team ready to do that at scale? You know, we have a lot of our customer expectations are pretty high where they may have been able to kind of get by with a few things. So kind of how you ramp that up and kind of that mentality and focus, that can be a challenge. I think the target CEO moving to having a boss again and distributed decision making can be a challenge. And I think I mentioned this prior, but acquisitions that come with work and product deadlines is a way different experience than new hires. And they come as a team, which can be helpful, but it can also be a challenge if they're in a site that is a little bit less connected to where the other team sit just on that other onboarding. How do they get stuff done? How do they even order stuff? How do they, you know, their laptop breaks? Like, what do they do? Like, even those things? I think just the bread and butter can be a challenge if you're in an environment that doesn't have that support.

So there's a lot of things. It seems like even accountability actually changes.

Definitely. Yeah.

So we have accountability. Change processes are changing, governance is changing. That's a lot of changes.

Yeah. And just I think, you know, even, I mean, your job changes, right? Like, you have a different title, you're working with more people usually, you know, all that can kind of change. Even some of the things that you loved. Well, we used to go to lunch every day with 10 people, and now our team's 20. Like, how do we continue that? You know, it's just, I think people have to just be open to that and just acknowledge where it's tough and kind of think through kind of what they're gaining, what they're trying to accomplish. Not easy.

Walk me through the CEO's transformation, because I've thought about this. I'm operating a growth company and we've been entertained with strategic offers. And I've always wondered about those CEOs that do transition into a role within a large organization. I'm just kind of curious, what does that end up looking like? Because I seen the other side where it blows up and people walk out. Even though they have some. Some very high incentives and earnouts tied to the transaction, they still end up walking away from large sums of money and we see that in the news often. So I'm kind of curious, how do you actually make that work and some of the things that go into it?

Yeah, I definitely think it starts with the conversations up front too about what's the role, what does this person come with? What skill sets do they have? What's the role within Microsoft? Because sometimes people aren't technical and they're coming into kind of a technical role that can be a challenge. I think it's so varied based on that person's skill set, what they're going to be doing, and is there really a compelling role moving forward? A lot of times we have had CEOs come in and they're able to not only land their product, but there was definitely a growth path within area that they were coming into. And so they were able to take on more. And I think that to them was really interesting. We have had others where the target CEO was really the person running the business and we didn't need them anymore. So that was more of a transitional role for us because it was like, hey, we really need you, you've been great, you set the company up to get to this point, we need you to help transition it in. But there's not really a defined role for you within this engineering group that's taking this product forward. So I think, you know, it's varied of what that looks like, but we have one situation recently where the person wasn't the CEO, but also he was a founder but never had a boss before, never had worked in a big company. And so just talking to them recently, like the current manager, even though we had prepped him for like, hey, this is going to take time. And here's some of the challenges. He's like, wow, this is taking a lot of time to kind of help bring this person and kind of help coach them through. Like, hey, this is. You're not thinking about the decisions on this scale, you're thinking about it on this scale. And here's some of the implications to that as a manager of the team. Here's some of the expectations of that and the time commitment that that takes. So I think in that case it's just really taken a lot of like one on one attention from the manager at Microsoft, which they were already busy as it was too. So they just had to really step back and be like, hey, we invested in this and we need to kind of help this person move forward. But that was a huge transition for this person to kind of lose the person that was running their business and their mentor to kind of then being a boss leading a technical team within the scale of Microsoft. So that's one example that happened recently.

Wow. Yeah. And it seems like you're right that they can be unique based on the situation. I'm just trying to fathom the fact to be part of a larger company and go from this sort of general position and operation and mindset to now becoming a lieutenant and having to actually report into a bigger governing body.

Yeah, exactly. It definitely is a challenge. But some of the CEOs you brought in, they actually have a team that's big enough that they're still running and they have a leadership team. So I think, you know, some of them have experience where that's the same, but now they just have to kind of communicate and figure out their network outward. So I think that was the challenge for that person of like, wow, I'm still running my team, but now I have to keep these other 10 people informed and I have to bring that person along.

I mean, do you see that? Where they just can't handle it and it doesn't work out.

Yes. We have had people leave because of that or because they wanted, you know, to be back at a, like they wanted to go back in a startup. So they stayed to land the team. I think that's again, where it's those commitment up front, what you get from people. But sometimes the reality of once you're in it isn't what they want either. So, you know, we do try to make that where it's graceful. Like, hey, if this isn't working, let's figure out kind of how we move forward. Because they're going to go do something innovative again, right? Yeah, we want to stay in touch.

Yeah. So it's really communicating those changes. You're right. Fostering that relationship too, because there's always the next thing that could be a potential opportunity.

Yeah. And you know, we have reorg changes all the time too. So it can be really tough for a team that comes into a specific engineering group and we change some of our priorities and they get, you know, it's, they're under a different team and maybe that doesn't quite recognize the experience they come from. So, you know, they might leave for that or they might go find another job within Microsoft. We have had quite a lot of success of people kind of moving into new roles, I would say, over the last few years. So that's, that's, that's kind of exciting.

What do you say to. Because we tied a lot of Noise about culture, especially any conference and almost any white paper I've been reading. What do you say to the people that say, hey, culture is bullshit? And, you know, it just overthought through and it's just people kind of crying about deals not working out, and blaming culture as a scapegoat, you know, and kind of overcoming it with more of a direct approach.

I mean, I think there's a lot of stats that I could probably throw at them of, like, that culture does drive it. But I think I would want to learn more. I'd actually probably ask them more questions about, you know, then why did it fail? Or, you know, what's important to them, or trying to figure out kind of where they're coming from. Because I think until you kind of get at that, it's hard to kind of really see if they're willing to listen to why culture is important, because if they don't care, they don't care. So I'd rather, you know, try to spend my energy on people that are open to kind of listening and learning about how it can play a role versus just dismissing it.

So in some of my recent interviews, I got a sense that communication and leadership all get nested in culture, and sometimes they don't get as distinguished of what that actually entails as much as they should. So I'm curious about your view in terms of how to think through culture, where communication sits. Because sometimes you do have communication problems, and there are things that are fixable. You can use Microsoft Teams and help improve it. And then there's like, actual leadership issues, which you gotta be proactive about because that's just a spiraling disaster if that's set off in the wrong direction.

Yeah. And I would kind of classify communications on. Is that people aren't getting what they need, or is it kind of the style of communication? Because, yes, you have tools that you can use to kind of give out information, but is it really kind of aligning to what's happening? Because a leader can say something and do something else. So, you know, that's where I think communication can go. You can communicate all you want, but if people aren't living that, then it doesn't matter. People see that. Right? Smart people, they see through it. So I think there's that piece, and then it really depends. Like, you were. I'm sorry, you were asking about the leaders. I got off track.

Yeah, well, just kind of looking at how communication and then even leadership fits within culture. Like, is it all bundled together? Are you starting to really assess them individually because there are some different views, complexities within those components of culture.

Yeah, I definitely think they have their own individual pieces to it. But if you don't combine them, you need leaders to kind of model, demonstrate the culture and really live it or it's not valid. Right. And like I said, what they're communicating does matter. Does it match kind of what they're saying or where they're going? I mean, I think Satya will constantly say like, you know, our culture's aspired to, we're never there. Right. Here's all the things that we want to kind of demonstrate and be and do as Microsoft. And this is our expectations of leaders to model that, to engage with employees and you know, X, Y and Z. But you know, it's a journey, people aren't perfect. And I think that's where to me culture plays a role of are you supported within that or are you kind of finger pointed, demeaned and things like that. And to me that's a, that's a culture too. Right. Whether somebody puts a word around it, but how, what's happening at your workplace, you know, is culture. And to me that fits into leadership communication. You know, do people do what they say they're going to do? How do they treat you? Do they encourage you to actually be honest? I think about all the things that have happened of you know, even from Enron somewhere, Boeing probably most recent example, somebody knew something was wrong. But to me the culture didn't allow that information to come up or if it did, it didn't be dealt with. So I think all of that to me like speaks to do you have a culture that you can speak and that's part of communication? Do you have a culture that you can be honest even if it's tough?

It sounds like it's very qualitative to assess that. Like there's no very quantitative science based way to just assess leadership and predict the capability.

I think there's, there's obviously there's data and tests and you can pull all of that. But to me it kind of comes down to kind of what do people see and live on a day to day basis. And there's training you can give leaders, there's, you know, you can speak to kind of how their actions impact and you could show data of like people that have left. But you know, at the end of the day people have to believe in it.

Right. And it's just, it's a lot of.

Things, it's a lot of things to.

Put together to get that View, you just can't give somebody a survey and say, okay, you're going to make a great leader for this transaction.

Yeah. And you know, we do do like some of those, like we do do qualitative measures. Like we do surveys of employees and we acquired employees and then you know, ongoing at Microsoft. But we also, you know, that talks about like leadership and communication and pulls all those things out. So we do have that. We also have scorecards that we do the win and acquisitions and governance and we use it, are they hitting their targets? But also as kind of a check in the state of the health of the technology, the people, all of that. So we do have conversations about it to make sure that everybody is still aligned and there's attention and things like that. So we do have those kind of measurements. But you know, like I said, some of these other things are a little bit softer. But I think people and employees see them and they can tell you whether it's a good place to work or not.

How do you measure your own performance with the integration process?

Just tell people I'm great. No, I think. Are you talking about just me personally or just in general for the acquisition?

Both. Because I'm curious, is there a feedback loop that the target company comes back and says, hey, you guys are doing a crappy job and this is why, or is it they're kind of ushered around and it's more of a top down sort of directive approach.

We definitely love data and feedback. So we do have conversations about like what worked with them. Sometimes it's one on one, sometimes it's a survey. We do have when we bring all the employees together, even for onboarding, we have meetings with the managers, we check in with them and then we ask them like, what else did you need? What were you surprised about? What worked? And so we use that and then we're working with kind of on our side internally. You know, we have post mortems or lessons learned that we talk about of, you know, what we learned and how do we apply that to the next one. So we do have those that we check in and we have tools that we can send our own internal people to get feedback on our performance. And you can do that right after a deal. The people you worked with, hey, how did this come across you? I've been working on this. What did you see? So formally we can do that. So that's kind of how I, what I do and I always look at kind of are for me personally, I look at, are the leaders still engaging with me, how Are they doing? You know, did they tell me things that I needed to know? And was the trust there? Because that's one of the things that I find really critical of thinking about my own performance. Was able to build trust with these people that we could have the good, the ugly, the difficult conversations and help bring them along.

Cool. So have a feedback loop and even assess the trust component as you move along.

Yeah, some of that's more informal, but then we do get feedback through, like for our kind of. We call them connects versus reviews.

Got it. So let's say I'm HR integration person. Getting brand new into my first integration. What. What tips, advice would you give to me?

Be open to how it could go. I think we're fortunate. We have a lot of resources, but every deal is different. I think being willing to figure out that puzzle and put it together and come up with solutions that fits what needs to happen aligned with always keeping the deal value drivers in mind. But this is a personal situation for people, so kind of keeping that in mind and then just kind of working through what we need to do to land it. I think the biggest thing is being flexible, because just when you think like you have a plan in place, it changes. But considering that more input has come in or we've learned more along the way, being able to kind of feed that in and being okay with that is probably the biggest advice I can give.

Be agile.

Yes. See, that's your book, right? The Agile M and A.

Just write it. I needed that validation.

You're welcome. I have it on my desk, actually.

Oh, great. That'll be next interview. We'll do a book review.

Okay.

What's your favorite Xbox game?

Oh, I'm not a gamer.

Oh, you're not a gamer?

It's not funny. No, I'm not.

All right, we're going to delete that.

I do love. I know. Which I appreciate what they do and the creativity, but I kind of maxed out at Frogger and Ms. Pac Man.

Okay.

Yeah.

My kids are actually really into Forza, or what do you call it? Forza.

Oh, that's a cool game. Yeah. We did the playground acquisition and they do amazing work. It's fascinating.

It's crazy to see how these games evolve. Since I was a kid and it was like Top Gear, but now you feel like you're really in that car.

Yeah. The sound, the technology. I think I'm more fascinated of their process and how they put it together than actually playing. But I love to watch people play, which is, you know, a whole Business now too, so.

Yeah, that's true. That is true. Do you guys have any platforms like that, like the Twitches or anything?

Yes, it was actually an acquisition that started it, but Mixer.

Okay.

This is our platform for that.

Cool. Yeah. It's so interesting to see that this whole other generation just wants to watch and stream.

And you wonder, does that make them lazy or that makes them just interested in watching people that are really good at it? I don't know.

I don't. I think the first.

They're just sitting around watching, but that's me. I don't want to spend hours learning it because they're so detailed. But I love like when people can play it. Like you watch them go through this whole thing. I'm like, wow, that took hours that I didn't have time to invest.

So what is.

But I love the creative minds of the game. Like, that's been some of my favorite parts of meeting some of the studio heads and just trying to get inside their creative head of how they think about things and how that translates into the game. It's fascinating.

I can imagine that would be fun to actually due diligence in companies like that and just, just. It'd be a little interesting just because there's such a big emphasis on creativity and how they embody it and fuel it.

Yeah. And how they set up in their studio to sort like to live it. Yeah, it's fascinating.

Interesting. So what's the craziest thing you've seen in M and A?

Wow. The craziest thing I've seen. I don't. I don't know if I've seen anything.

Is it saying you haven't done enough deals?

I know. I'm like, what have I done? That's crazy.

It doesn't have to be you even just the nature of the deal. And what is. I've heard some interesting circumstances around deals and how they got done. I just.

Oh yeah. Thinking back through that previous job, I mean, due diligence, just to be in a room and I just remember walking into a room with 10 people in there just looking through documents. And I mean, to me that just seems crazy now, like to think about like all of the stuff in a data room. But I don't know, I mean, I've seen some. I've definitely seen like the culture mismatches, like of just as you learn that culture or, you know, you're put into a situation where all of a sudden you're dealing with people from Korea and Austria and. And you're trying to Bring those two together, which are very different cultures and all that type of stuff. So I've seen like many crazy things like that, but nothing that. Nothing that stands out. But now I'm going to think about that.

Wait, do you have an example of an extreme culture mismatch? And just, you know, I think the two guys aren't really trying to handshake the right way or something like that.

I think one example is at the company I was with was purchasing a Korean team and they were having them on. On site with a team in Austria. And even when we first started working with the Korean team, we had business cards that were square edges, around edges, and that was offensive. And just how we were actually presenting the business cards took the leaders aback. And it was kind of like you felt this, like, you know, this, like, oh, that's, you know, just rude. And it started off the meeting really awkward because of just that we didn't really recognize their culture. And then also bringing a bunch of the teams from Korea to sit in the Austria office, that was a whole different culture mismatch of, you know, the Korean team definitely was more communal. They would eat lunch together, you know, where Austria is more hierarchical. And so it was definitely an interesting office environment and getting people kind of used to getting how to engage with each other and get stuff done. So that was probably the biggest one that I lived.

I learned a lot from trying to bridge those very distinct cultures.

Yeah. And even some religious cultures that we've worked with that aren't supposed to be in a room with women or things like that. And then here our team comes that I'm a woman and I'm dealing with them and giving them their offers. And. And that was definitely something that wasn't part of their culture or it wasn't something that was very comfortable that we learned after the fact versus prior. So definitely reminded me of doing my cultural research in advance and learning what I can to avoid those things.

What can you actually do to learn about a company's culture ahead of time to prepare yourself for those little nuances?

I think from the cultural standpoint, I am a GlobeSmart fan where I'll look up. I hadn't worked with the team in India, so I was like, okay, well, what? Some of those cultural norms that they just pull out on GlobeSmart and then can validate them with our team over there, if that's true or not. So when we're setting things up, we at least consider those things and keep them in mind. So I've really tried to use that when it's a new, especially global team that I haven't worked with.

This is so interesting. I'm looking at this GlobeSmart website.

Yeah, no. And it's simple and it's helpful and you can like I used to sometimes it's a long flight. I'd print out stuff of okay. How do they think about it? Especially if I was a little bit late in doing my research. Could do that on the plane.

Look for websites and blogs to help you understand other cultures.

Yes. There's a religious element to it. Just kind of learning some of those things. Super helpful. Would have prevented me from trying to shake somebody's hand that couldn't shake my hand.

Kim, thank you very much for this conversation. I learned so much and appreciate your time. Thank you for taking the time to explore the world of M and A with our podcast. Please subscribe for more content and conversations with industry leaders. If you like our podcast, please support us by leaving a five star review and sharing it. I enjoy hearing feedback and connecting with our listeners. You can reach me by my email. Email It's Kisan K I s o nealroom.net M&A Science is sponsored by Dealroom, a project management solution for mergers and acquisitions. Additional educational content is available on Dealroom's blog@dealroom.net blog thank you again for listening to M and A Science. See you next time.

Foreign.

Views and opinions expressed on M and A Science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual. This podcast is purely educational and is not intended to serve as a basis for any investment or financial decisions.