Conversations From the Frontlines

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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.

I'm so excited about the new M and A Science Academy. I might need to change my plans about going to Harvard. Well, anyways, let's get the show going. Our first interview today is with Emma Burton, Director of Integration and alliance at M and A. She's one of the smartest people in M and A, so pay attention folks. Our host is Kisan Patel, CEO and Founder of Deal Room and M and A Science. Let's give them a big round of emojis and smiley faces.

I'm here with Emma Barton, Director, alliance and integration management at AstraZeneca. Emma has spent the past seven years in various M&A roles at AstraZeneca. She's worked on acquisitions, divestitures and alliances. Today our conversation is about the spectrum of deals corporate development manages approaching partnerships and alliances and how those relationships may progress into M and A. Emma, to kick off, can you please describe how your role is situated in the AZ team?

Yeah, absolutely. I sit within business Development Operations team at AZ and we have responsibility for the key operational aspects of deal making and that's the major global deals within AstraZeneca. So that incorporates the due diligence aspects, transactions and the alliance and integration management. So my role is to support the deal making as a member of the deal team, supporting negotiations, and then once we've signed the deal, to lead cross functional teams that are responsible for ensuring we deliver on our obligations. So that might mean integrations, it might mean transitioning assets out of the organization or setting up alliances. Being a member of the negotiation teams really ensures that we can build in the learnings that we have from previous deals and previous integrations and then we really cover the entire deal spectrum from one end, which is acquisitions of companies, product franchises, individual assets, through to the sort of licensing of those where the assets are still inbound. And then I guess middle of the road is more the Alliances around a particular asset and then moving through out to really where our assets are outbound and we're moving into the out licensing and divestment spectrum.

You do it all?

We do a lot.

Like how your title incorporates global alliances. Can you talk a little bit about how you think about global alliances?

We tend to think of those really as partnerships where both companies or partners in that alliance are contributing in a significant way. So we might be jointly developing an asset, it might be that we're jointly commercializing an asset. But essentially it involves a significant contribution from both parties. And through that really what we're doing is looking to leverage the resourcing expertise and ideas that both companies have. And we really build an alliance which is the relationship around that assets itself. So it's almost like forming a company around that asset and it has its own decision making, structures, investments. Everything like that is worked up through its own governance structure which sits outside of the governance structures of those individual companies. It's quite an interesting deal construction.

Now, is there a formal entity actually structured around the alliance or is it more around the terms that you develop?

I think it's more, we would say more around the term. We would have an alliance agreement which really sets out the terms and the parameters and scope. We don't formally set up an entity when it is a pure alliance. That structure tends to emerge from the parameters we've set up in the contracts themselves.

Many times the the measure of success or execution is lost. So how do you measure success in the global alliance role?

That's quite difficult because you're most successful when nobody really notices what you're doing. If things are going wrong, then it becomes very visible to senior management very quickly. Really if you're doing a job, nobody should really be knowing that you're actually doing it. It's also quite challenging because when you're managing a deal in the post deal setting, you're measuring it over a much longer period of time than typically other activities within the deal frame. So it can be quite hard to actually understand what's kind of being delivered. It's something really, I guess you're tracking against the original business case. Of course, if you're looking at something that goes on over a long period of time, then it's quite difficult to really hold true to that original business case because the landscape and the parameters tend to change around that. Really what we're looking to do is make sure that we're doing sort of the best we can in terms of delivering to certain time frames. Trying to make sure that we're resolving any issues that are occurring between the partners before those really get to disputes and those kinds of things, you do tend to have a measurable quantity, you.

Have a tough job, you have to put out fires before they even start.

Well, that's what we try to do. It feeds into the skill set really, because what you're looking for is to make sure that when you're looking to manage partnerships and alliances, is really to make sure that you're keeping the channels of communication as open as possible between the partners. It's absolutely key that you understand how your partner's structured, how they really work in terms of the culture of the organisation, how they get decisions made, how they get things done. But equally there's a lot of kind of judgment and connections within your own organisation that's required so that you can anticipate where the difficulties are likely to be coming. And really if you can anticipate them before they arise, so much the better. But making sure that you deal with anything that's arising swiftly and really encourage people to fully explore the points, I think around the differences of opinions so that you can really start to make sure that you understand why people are coming to the positions they are from the set of facts. It's part of the course, but it kind of comes back to the skill sets for those individuals that manage them.

I'm curious, how did you go from PhD chemist into an M and A leader? I want to switch to direction a little bit and just hear about your skill set and background that you bring to this role. If you can provide a roadmap of your journey to your current role at AstraZeneca.

It's a difficult one, I think, in the sense that you can play it back and make it look like it was a very planned and orchestrated journey. But probably like most people, it was a journey that was a lot of good fortune taking opportunities and really half chance along the way. And I think I started out as a chemistry and I had a great time actually in that capacity within az, but after a few years I was really looking for a bit of change. I was looking for a role that was much more outwardly facing than a scientific based role. The opportunity came up to do some work with the early deal making space and that was really in support of our own internal portfolio on the collaborative side. And that seemed like a great place to really try something new, to stay close to the science and actually get to see what lots of other sort of departments and areas around the business did. And then over time that really developed into later stage sort of licensing and other opportunities in the business development arena. I was fortunate enough to have some time in our corporate development team really evaluating the mergers and acquisitions of major transactions. And that again was a great space to really learn an awful lot. It gave me a really good, I think, understanding of our own business. I think it gave me a great insight into the kinds of levers who are looking to pull in those kinds of cases and where you really can make the biggest impacts in those business cases. But it was a great place to actually get a really big landscape view of the pharma industry and the portfolios of other companies. It was a brilliant place from an educational perspective. Again, over time I found it was a role that probably wasn't so suited to me in terms of how outwardly facing it was. As I'm sure you can appreciate, when you're looking at very big transactions between companies, those are highly confidential. You operate in very small groups around those. I was then looking for another move and I was fortunate enough to have the opportunity to move into the post steel management space. And that's really given me a chance to learn around all the key functions across big pharma and all those functions that are important in making a drug come to market. Both sort of from concept all the way through to manufacturing and how those products remain on market and how they change as they go through their life cycle. It's more a case of I've really tried to take opportunities where they've been given to me and when I started getting stale, I've tried to move on and I've tried to follow things that interest me and I've been curious to pursue and I think I've been very fortunate as well in the opportunities that people have afforded me over time.

It's so interesting how you initially were a subject matter expert to get into M and A and then sort of got roped in for a long run. What keeps you there? What are the things that you're really passionate about that keeps you in the M and A sphere?

I think I love on a macro scale, being able to be part of the organization that can really make a big difference to the company portfolio. One of the things I think in the pharma industry that the life cycles of our products are so long, it's very difficult to actually change the scale and scope of your portfolio to any great extent in an organic way over the lifecycle of your products. So business development is really one of those areas where you actually have the Levers to change the shape of your organization in quite a swift way. On one level it's kind of being able to sort of carve those differences and have that impact on an organization. On the other side of things, it's a really great place to be in terms of meeting people, working with other companies, getting to understand how other people do things. It's a constant place of learning. No day is ever the Same is a hugely stimulating and and motivating environment and I just really enjoy being part of that.

So you like the impact you can make and the thrills?

That's right.

Tell me about the different strategies you incorporate when developing different alliances.

We're really looking when we're building deals to make sure that we're structuring deals in the way that is best for the particular asset and what you're trying to achieve. And then I think in the post deal management space we're really trying to manage the key risks that could emerge in, in trying to execute on those structures. And we loosely speaking try and look at those in three big areas. So human risk, infrastructure risk and legal risk. We're seeking to proactively manage those risks, which is where it comes back again to trying to fight those fires before they get out of hand and anticipating them where possible. And it's probably no surprise to anyone on this call that the biggest risk tends to be the human risk. And depending on on the deal type, there's all sorts of pressures, challenges on the individuals that are involved. And at last with the actual performance of those and really trying to anticipate them is the bread and butter of the role that I currently carry out. Again, it all comes back to the communication. It's been a struggle in this past year I would say because I'm a huge advocate for a face to face meeting. A video conference, telephone calls above email. And I think one of the areas I really noticed impact is where we haven't been able to have the same level of face to face interaction that we would normally do. It never fails to surprise me how effective it is to actually make people sit down and have coffee, break bread together is actually breaking down barriers as well. When we're building our teams, when we're trying to work out our strategy for making the delivery as successful as possible. What we want to do is create a team where the individuals are as comfortable picking up the phone to their counterpart in the partner company as they are with picking up the phone to their colleagues. And that is the single most effective way to do that really. We do try and look where the risks are likely to be and anticipate those as far as possible.

I like your view, how you have that alliance when you can actually treat each other like colleagues and that you're on the same team. Could you give me a little bit more of the front end in terms of how do these alliances get sourced and formed? And I know you're at a well known organization currently and I'm sure you get a lot of proposals inbound. Just curious, how does that sort of form, what's the typical time frame look like?

It very much depends. We have a lot of inbound opportunities. We're fortunate that people bring us a lot of opportunities. We have dedicated search and evaluation teams. They work very closely with our scientific community as well as our commercial community. So they build their strategies based on what the subject matter experts are telling them are the things that would be helpful and crucial to our portfolio. So on the inbound side, we have dedicated teams that are really looking across therapy areas to source those. And of course there's lots of opportunities. Most good conversations come in through networking, the people you meet, your outboard bound conferences, those kinds of things. In terms of alliances, again, I guess it's a similar thing and it can depend as well whether your asset is likely to be inbound and outbound. It comes down to connections and what people have, understanding what opportunities might be out there. And it's really a joint strategy based from the needs of our companies, understanding the potential of our own portfolio and what else there is in the development framework that might work really well with it. And we're very fortunate that we had the opportunity to work with some great partners around some really outstanding assets.

Can you walk me through an example of a successful alliance and maybe even reasons why they sometimes don't go well?

One of our alliances that we're very proud of is currently is an alliance we have with Daiichi Sankyo around the NHR2 program. And that is an outstanding asset which Daiichi Sankyo originated. We joined in a partnership with them in order to jointly develop and commercialize that asset. It's an oncology asset. It has a huge amount of development and clinical trials associated with it. And I think the strength in that asset is that the companies can come together and actually share risk on that asset in a way that you wouldn't if you were acquiring it or if you were trying to move that asset forwards as a single company. So we can share the cost of that, sharing the risk of that, and hopefully the rewards and also capacity Wise and expertise wise. Both companies have very complementary skill sets. We really have focuses and expertise in different areas. Different areas, which means we can really maximize the development for that program. We're always looking to accelerate things as quickly as we can through the development and it gives it the maximum opportunity to do that. We're really pleased at how well the team's gelled, did a lot of work and investment in the early stage of bringing the teams together and continue to do that in a face to face way as far as that has been possible over the past year. And the relationships there that have been built have been great. And you have a great exchange of learning, different perspectives. It really does bring more minds and more expertise to that, which is a fantastic thing to see.

That's really interesting. Could you. I'm just curious partly because I'm not very familiar with your space, but in that partnership, can you give me a sense of the timeline in terms of what the early conversations looked like and as you progressed, how are you bringing additional people in from each organization who they are?

It was early conversations tend to happen at a very high level. So that's something that happens at a very senior level throughout conferences. But in fact, I think the decision to go into that alliance and the contracting took place in quite a short space of time, which is all credit to our transactions team. And the companies, I think when they sat down to actually talk were really in a space where they both very much wanted to make that work. So there was a lot of willingness and a lot of discussion and dialogue, I guess willingness to make compromise and to make work and to really understand each other's position and where that might sit.

Early on you get general alignment between the leaders in the organization. Then maybe how do you go from there? Do you start drafting up terms?

Probably the transaction teams tend to get involved at that point and then really there's understanding. So you understand, you don't really jump straight to terms, but you have to do a lot more understanding of the particular asset so there's more information. So typically you're looking to understand each details that are not in the public domain. And we obviously do that under carefully controlled confidential circumstances to make sure that we protect both parties interests. We use the information we receive and have dialogue and discussions with the subject matter experts to really understand the asset, the potential risks that we might be facing in the program. And really what we're looking to do is build a business case and that sets out the investments that we're going to need to make and how that might look in terms of the timelines to take the product jointly through its development stage and bring that to patients. So there's an awful lot of work and scoping that's done up front so that you can really understand and build those business cases. And I think once you've done that, you really can move down to the more detailed deal structuring type conversations. Like most things, the better you prepare and have those discussions and dialogue around the. The assets involved. Of course, the, the swifter the transactions can tend to go. Once you have that understanding.

When does the M and A thinking come in play? Is that something that, hey, early on, this is part of it. There's expectation that some of these partnerships are going to transpire into M and A activity, or is that sort of outlined in some of the negotiations at some point where there's sort of some considerations that as we progress and mature this partnership, that there's a window of opportunity for that. When does that thinking come in place?

It's probably fairly early on with an alliance and a collaboration such as Deutsche Sankyo one that's not really a consideration. Both companies large and well established, so that's not really at the cards there. I guess the mergers and acquisitions aspect really comes down to when we're scoping out assets that we might like to have in our portfolio. The partners that they sit with, what their aspirations are for those assets, how they would like to move them forwards. And really I think that comes fairly early on when you're looking at where assets reside and where you might want to have those taken into your organization. Comes again down to how you are really looking to maximize the expertise of the parties involved as well.

Got it. So if there is consideration, it'd probably come out pretty early in terms of, hey, there's some general interest, maybe it's a startup and there's some nature around it that we may want to do it as an acquisition at some point, but that would get framed pretty early and there would be transparency around that. Then when you mentioned you outlined the investments involved and going through the diligence period and start developing the terms, one of the things you mentioned earlier was the governance and how that could be a challenge as each organization has their unique governance structure. Can you tell me a little bit about that in terms of how do you put that consideration into this alliance that you're creating and get around some of those challenges or what those challenges actually are?

Yeah, absolutely. When you strike an alliance, you typically outline in the contract what the governance process is going to Be. And by that we mean the committees and the decision makers and who sits on those, what level of decision making activity they have. And that's generally set out in the contract. And I think what everyone is generally striving to do is to make sure that you're striking a balance between having robust decision making processes that have the right checks, measures and balances in place, but ones that are not overly cumbersome, so that you can also have swift and efficient decision making. The challenge with an alliance is you build a governance structure around a particular asset. And that's where I liken it slightly to like building a sort of company around this asset. You still have typically your organization's governance structures to consider. Really, it becomes a balance. It's one of those things where we find it's useful to sit down and have the discussion with the key people involved in those governance bodies for the asset as to how they're going to incorporate the actual governance of their companies and how they're going to involve those in the decisions that they make. Technically, your asset will usually be governed just by what's in the contract, but that may not be a very comfortable position for people to solely rely on that. They may also want to be using the governance and leaning on the governance structures in their different organizations to make sure that they're getting those rigorous checks and balances and making sure that they're getting the opinions and views of all the expertise that's available to them. It's hard to generalise, but I think for each setup and asset, it's something that we do invest time in to actually sit down and think about how we want to engage the existing structures in the decision making. And again, really striking a balance between efficiency versus the robustness of the decisions that you're making.

So there's no standard template for you to follow?

No, unfortunately not. That would make life easier, but possibly not be so good for my role.

Right. Exactly. How do you manage disputes when they come up?

I think the best way is always talking and understanding the position. That's one thing that we really want to do at all levels of any partnership. Alliances in particular tend to have huge amounts of people involved in them. I think it's really key to understand that there's a lot of assumptions that lay on top of facts when you're coming to a position. So very often the disputes arise because between two partners you take the same set of facts, but you have a different set of values and assumptions and drivers from within your own organisation. They may be the Individual company's appetite for risk. It may be where their long term objectives are around the asset or as a company, it's also generally based on experiences that people have in terms of projects they've been involved in before, what they've seen happen. And that all sort of informs their interpretation of the facts. So you can end up with two very different sets of assumptions for what the best way forward might be, just based on the same facts, but on very different assumptions. So the key thing is to really try and explore as much as possible where the conclusions and the positions have come from and what's led to that conclusion. We try and encourage that as far as possible from a bottom up way. So really at the very functional level, trying to encourage the understanding and exploring of the different positions as far as possible. And then really from that, when you understand that, really trying to set out what are the different opportunities that you have to resolve that, where are the compromises? Are there other ways that you could do things in order to meet the objectives of both partners or this particular issue, or find another way to do things. And really if that comes the point where you've done all of that and then you're having difficulties, that's really where we'd look to escalate where that goes beyond a sort of functional individual's remit to move that up. It's inevitable that there's going to be disputes, issues will arise and differences of opinion. I think what's key is how you actually settle those. What we always try and do is make sure that we explore the position as much as possible. If you have a dispute and it's settled well and it's handled well, it can actually be quite strength to the relationship. It's where you start to take company positional stances without actually fully understanding what goes behind them and trying to do trade offs, that tends to be quite damaging. But actually if you look for a collaborative way to resolve the differences, that can be quite a strengthening position to be in.

Yeah, it's really interesting. It sounds like you have a whole practice behind dispute resolutions. How do you see your specific role to make success of an alliance?

In terms of alliance, I think it's to facilitate really very often I find myself involved in alliances where it's not you that's actually delivering the business case, but you are the key influencers there to making sure that's delivered in the right way and on time. It's really making sure that you're enabling the people that are the experts that are tasked with working with their counterparts, their partners, and putting them in a position where they really can do that. So it's making sure that you give people the tools and the softer skills in terms of the dispute resolution, the processes. It's helping to make sure that you actually have mapped out in a very clear way how you take decisions from your governance and making sure that you actually invest the time in planning how you're going to work together in a partnership, how you're going to resolve differences, how you're going to make decisions, who you need to consult form along the way, and how you incorporate the advice that you get from those consultative bodies into iterations of your proposals and things like that before you take them forward. So it's a very different role from one where you're either integrating an asset that you fully own into the business, or you're moving one out to a partner that now fully owns an asset that used to be yours.

One of the things I always like looking at in projects is taking the inversion approach, otherwise known as a pre mortem. And think of all the things that can go wrong. It seems like you laid out a couple around not having a good governance structure in place and having a good structure around the disputes and resolutions. What are other areas where things could go wrong?

It's very difficult to work out what is going to go wrong because there's always surprises and things always happen along the way. As I probably have alluded to earlier, the lifecycle of our products in the pharma industry means that you're very often having partnerships for a very long period of time. And in that time you very much get a changing landscape around the alliance that you formed. So you may have new data coming out, you may have new competitors come to market quicker than you wanted them to, or you thought they were going to. You might find that legislation changes in certain geographies, which means that it throws into question your strategies. It is very difficult to forecast for everything. There's always going to be environmental changes. The main things you can really do is try to look back to the sort of three buckets of risk that I mentioned earlier, making sure that you have good infrastructure set up. So when you're setting up your alliances and your partnerships that actually you're making sure that you've got good platforms to work through from an IT perspective, for example, that you can exchange over information easily, eliminate all those kind of infrastructure challenges that you might have. You're very clear on your legal position, so you make sure that you have clear contracting. That's One thing that you are very much in control of early on and you try to make sure that those contracts are not ambiguous, that they are clear and directional. And then of course that human risk, which is a huge, huge risk. But actually the more investment you can do in face to face, building relationships, making sure that people understand more about each other, each other's organisations, the pressures they face, is really one of the very effective ways because you will have lots of pressures and changes that come in an alliance just through changing landscape, changing company priorities. And what you have to be able to do is be in a position, have a strong enough relationship that you can work through those in a very strong and objective way. And of course it all comes down to the relationships and the trust that you build between the partners.

That's really interesting. You mentioned some of the examples of unpredictable changes, market changes, et cetera. How do you adapt to it? Because I feel like that requires a level of agility of its own. And we fable large organizations not having that sort of skill. How do you flex at that time?

It's a case of understanding the change. I think it was an information gathering component and understanding that. And again it comes down to really aligning initially on the goals for that particular area. What has been affected, what's changed, does that change the goals and the overall direction? And if it doesn't, then how do you need to change your strategy to adapt to that? When you have your proposals and your discussions, that kind of is then all underpinned by the governance and the executive team members you have that are really taking the ultimate decisions there and making sure that they give the accountability to their sort of subcommittees and their sub decision makers to really be understanding and delivering proposals and coming back to that. So it's all connected really, that you have the strong decision making processes and governance structures in play. In times where you need to take decisions quickly, you need a lot of trust between the partners because you want to delegate tasks. You're not making efficiencies if you're in an alliance. And then you, you walk into every meeting two by two, you shadow each other on every task that needs to be done. So if you build a level of trust where you start splitting tasks, you start splitting responsibilities and then really you're covering a lot more ground and being able to pull in information and viewpoints very early on really helps your agility.

Yeah, really interesting. It goes back to governance and how you structure it and essentially enable leadership to be able to make fast decisions. I have some questions from our Chat here. You ready for them?

Yeah, absolutely.

How do you navigate when your partner has deprioritized the project due to higher internal priorities? When you need things to move forward.

You'Ve got to understand what are the drivers behind that. Sometimes it can help to have more of a one to one senior leader type discussion so that you can have that more off the record discussion. Sometimes you can do that through your alliance professionals. Really it comes down to understanding what the absolute pressure points are. Because deprioritisation can mean a number of things. It doesn't necessarily mean we don't want to pursue this. Sometimes it means actually there's other things we need to do in the short term rather than this. Then you can start to have discussions about how you resolve the issue. So for example, if it's a case of actually in terms of cash flow, maybe we can't prioritise this at the moment because we have a crunch on something else. Then actually maybe you can look at restructuring payments across that. If the goal is still that both partners want to pursue the alliance and want to pursue the asset and bring that to market. I mean sometimes that's just not possible. It might be that a company has a strategic decision to move out of an area, but then in that case there's opportunities. Then you have some internal decision making and understanding and questions to ask yourselves as to what's our commitment to the particular assets. How do we see this? Is this something that we could take forward independently? So it really can all come comes back to understanding the position and the nature of the deprioritization. And actually is it a long term deprioritization and an exit or is it something that's actually there's some short term factors at play that you can actually discuss and negotiate around.

It's interesting. It sounds like having a level of transparency at the end of the day is what would help to get things situated to continue to progress.

That can be hard to achieve. The longer you're in a relationship with another partner, the easier that is because obviously you have that trust. And it's obviously much harder if you're in a shorter term or you're just in a partnership and then something large happens that can be much harder to navigate through.

Risk management based in specialized team or use of risk management software. Pros and cons.

My experience is not extensive in this. I think we would generally look to our experts to advise on risk and then pull that together in a more centralized form to really assess that. I think we tend to prefer the human touch. We're an organization that tends to rely from our functional experts and take that information upwards. There's lots of different ways and it very much depends on the company culture and setup I would say. So that's a little harder to answer in a general sense.

Have you come across issues in M and A relating to egos and other personality related issues and how it affects.

That'S life, isn't it? There's lots of personalities out there and it can always have an influence on where you want to go. The drivers I think are important there. It's important to understand why people may feel protective over certain areas. I think that again comes into the skill sets. Very much of the business development professionals and the alliance management is really, you do need to sort of be able to pick up on the nuances and understand what's likely to be causing the issues. Why are antibodies being raised, you know, that kind of thing. What are the pressure points and really understand where there might be friction and see if that can be understood. And I think one of the things I consider very fortunate in my career is that as a postal management professional I actually have a seat at the negotiation table as part of the team and that allows me to really get to view an organisation early before we start interacting with them. It helps to give some cultural assessment of that organisation. It helps to understand what were the particular difficulties in the deal room and really to make sure that actually transfers and that learning transfers into the execution stage as well. So you don't start off on a bad foot. You want to make sure that you're considerate. And I think that's particularly important when assets are coming into your organization. You're taking them from someone else or you're now going from a position of sole control to joint control. And you have to be respectful of all the work that has gone before and mindful of the fact that you're standing and borrowing on the expertise of the company that has gone before you and be very respectful of that. And I think if you can understand the pressures realm that can alleviate a lot of those difficulties and challenges.

I have some good related follow up questions. What are cultural elements you assess to determine a fit? How do you determine what are acceptable levels of differences?

I don't think I've ever seen us not consider working with someone through cultural differences. I think we just see it as more of a challenge and things to be aware of. There's lots of challenges. The key thing is to understand how the decisions are made and so the company culture is actually very important there. If you're trying to interact with an organisation where your decision makers are very senior management and there's not much empowerment at the functional level of the organisation, working with that organisation in the way that we might naturally do, which is to have decisions taken at a functional level and recommended up where they exceed in authority is very difficult because you're automatically going to have to accelerate everything up to a higher level. It comes down to how you structure your decision making. So it's really understanding, I think, the structure of the organisation, how decisions are made, what are the pressure points, what are the long term aspirations without sort of seeing that company's business case, which wouldn't be appropriate, really understanding what are the pressure points behind that and what's their reason to collaborate and are you as an organization going to be able to fulfill that?

You don't go to a meeting and come out of it and like geez, these guys are assholes. I don't want to work with them.

No. I think what we're either very fortunate or maybe those companies don't exist, but I've never seen that. But there are organizations which are more challenging to work with for us because they're just structured in a different way to us. But it tends to be more a structure understanding each other than it is a personality.

Do you have advice on what red flags to look for on the other side?

Understanding your own organization and how you make decisions and where you make decisions at certain points and then making that comparator is really probably the key to starting because that kind of underpins your structure for decision making that you set up. Of course you can always change things later. Nothing's set in stone. So one of the big keys to success is actually trying to be flexible and not insisting on sticking to the letter of your contract. If pragmatically it makes far more sense to start to make changes to make it successful. I think probably the decision making is the biggest frustrator, especially if you have companies of differing size. Because if you're used to an environment where you make very agile, quick decisions, it's very difficult to accept. Working with an organisation where decision making goes through a lot of layers of management before you get a response. Doesn't mean that you can't work with it, but you just have to build it into your timelines and appreciate that. I think nothing's insurmountable, but it comes down to the level of time you invest in understanding what it is and how that's going to affect your plans and. And your timings.

Very interesting view. That makes a lot of sense. To get that understanding. Are there any decision making frameworks that you recommend?

I think you need to build them around the particular assets and the needs and goals of your alliance and the goal for the deal and what you're trying to achieve out of that. Everyone will be aware of Raci and you need clear decision makers, but you also need to make sure that they have the support of the body of the correct people around them. So it comes down. I don't think we ever have the same is not a template or a boilerplate. We always have a committee of a small group of senior people that are ultimately responsible for making the decision. Then a series of subcommittees that then are responsible for certain activities under that. But how you build those out, how they're composed really comes down to the needs and the decisions that you're going to be taking in that particular alliance.

The last, most important question, what's the craziest thing you've seen in M and A?

I'd love to have some story of like, oh my goodness, we had this alliance and we had our sleeves rolled up and we were handbags that don't. I'm not. You don't see anything like that. It would be a nice anecdote. It tends to be more individual situations that come up through human behaviors. It's not unusual, but it always amuses me when you see two people that are taking what they think are different positions, but they're actually just talking past each other and arguing for essentially the same thing. But because it's different terminologies and misunderstandings through different terminologies or technical language in the companies, it's things like that. When you find that suddenly through a little bit of hold on, but what do you mean? You know, stepping back and say but okay, so when you say that, what do you actually mean by that? What is that in your company? What's the date? What does that mean? And then suddenly there's this dawning realization that actually okay, but we, we call it this. So actually we're talking about the same thing. And yes, this works. So it tends to be things like that that you see as someone that does a lot on the post deal management. I would say probably the craziest thing is spending millions, billions of dollars on a major alliance or a major program where you buy in an asset or you divest an asset and not actually investing the time and the money to train the people that are going to be executing and working on that. Asset, spending a couple of days out with your partner to talk through some of the things that we've talked through and understand how you're going to make decisions, how you're going to do things. It's time that will repay you tenfold over. But it's amazing how many people just want to jump straight in and find out about the asset and don't want to do the boring alliance management stuff that we kind of keep telling you have to do. And to me, that's absolutely crazy. Because you've spent so much money on this asset, why would you not invest a relatively small amount of of time and effort in actually understanding how you can work together?

Wow. Those are great examples. Arguing the same point and your people. Ahmed, thank you so much for your time. I really enjoyed this conversation.

It's a pleasure. Thank you.

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