How to Build an M&A Center of Excellence from Scratch

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I'm doing very well, Kisan. Thank you for the opportunity and the invitation. It's something I've been looking forward to.

My pleasure. Can we start off with a brief background on your M and A experience?

Sure. I've actually been with Corning for 28 years. About half of that I've spent in M and A started off as an integration program lead and worked on a number of integrations across Corning, both domestic and international. And more recently I'm now leading our corporate M and A Center of Excellence.

Great. Now, were you mostly on the integration side of M and A or did you get involved in corporate development as well?

I'm actually my job is within corporate development, but my scope of responsibility currently is integration. We do work closely with the other folks in Corp Dev as it relates to earlier stage activities like due diligence, et cetera, as you would imagine.

Got it.

But our scope is integration specific.

Okay, so more emphasis on integration. But you do get involved in those parts of diligence as well, which is pretty typical.

That's correct.

What is an M and A Center of Excellence?

I think that's a good place to start because I know talking with peers, different companies have a different view of what a M and A center may look like. For Corning, our center is really a combination of two things. First, it's a community of M and A professionals. So these are our M and A experts. They represent all functional areas involved in M and A integration. And these are the folks that are committed to developing and operating a world class M and A process. And then secondly, it's a knowledge destination. This is where we offer our repository of M and A tools. But it's more than that. We do provide general information about the center, about our members, current M and A news, information on training opportunities, that type of thing.

Why do you need this? I guess what's the big value for their practitioners in Corning?

Yeah, for us, fundamentally, we were looking to contribute to M and A success. We wanted to help improve the return on investment on our deals. And so having a center provides us the opportunity to execute essentially a cheaper, faster, more effective integration. We like to focus on less spending on integration and more synergies. Then having the knowledge repository and the center in place provides that foundation for us. It allows us to avoid mistakes, especially the repeat ones that are most frustrating, and allows us to capture and leverage past experiences and learnings to improve future execution. So for us, it's really all around capturing that knowledge, making sure we apply it so that we can improve our execution.

Got it. So really drive efficiency, less mistakes and better outcomes.

Exactly.

When should companies consider developing an M and A Center of excellence?

Certainly when MA is an important driver of your future growth strategy. So, meaning if you have or will have an active deal portfolio, I think this would make sense. And also when successful execution relies on leveraging knowledge across your enterprise, if you have enough commonality and strategy and approach across your business units to offer learnings that will benefit others. And I think having a center that captures that knowledge is particularly valuable. And I think the third item would be when you have the commitment and the bandwidth to take on the effort. It has been a lot of work building the center, so it does take a lot of effort and you need to be ready for it. But if you've got the bandwidth that would be the third criteria that I would note.

So just seeing that long term wise, that M and A is the ongoing strategy, that there's potential to share learnings across a business unit and that making sure you have the resources to dedicate to developing a center of excellence. What would you say are the main benefits? And particularly what problems does the center solve?

Yeah, I think as I mentioned a little earlier, fundamentally we're looking to contribute to M and A success. So if you make a deal, the return on that investment really is based on how effectively you integrate it. Having an M and A center provides you the opportunity, the experience, the tools to execute more effectively. You should be contributing to a stronger roi. And that's the primary benefit that I see in our center. We talked earlier about avoiding mistakes. If you capture best practices and lessons learned and are able to apply them effectively on your next deal, then you're improving the efficiency and the effectiveness of your integration. And I think another benefit is that it allows you to capture and maintain institutional knowledge. You're not having to start again from scratch after a lull in M and A activity. And for some companies who are serial requirers, they may never have a lull. But for others, typically we see ebbs and flows in the M and A activity. And what you would not want to have happen is when you enter an ebb that you lose your knowledge by having a center in place, you have it captured, you're ready to go when the activity level spikes.

Again, what's an ebb?

Ebb being a law in activity as opposed to a peak.

Got it. No, you got a really good point, especially this emphasis on integration, since that's when value tends to be made or destroyed.

You have the. You have the opportunity to do either. And you want to make sure you're doing the former rather than the latter.

True. Let's review the steps that go into building a center of excellence for us.

Again, I think companies will have different approaches they'll take that's consistent with their internal model. But for us, there were five primary steps that we went through in building the center. First of all, we developed an initial concept. We gained buy in to that concept as the second step, which was getting the green light from all of our stakeholders and the M and A Center team itself. Third step being collecting and designing and developing the process and contents of the center. Then we went into a launch and execution stage and then finally training. And so following those five steps allowed us to drive the successful launch of our center. When we took this on several years ago.

Now I'm not going to let you out of the hook that easy. We're going to dive into each step. So the first one you mentioned was develop an initial concept. Can you walk me through some of the details in doing that and what that looked like?

Sure. I think there were a couple of key steps here for us. The first was defining the vision and mission, scope and governance for the center. So this was all kind of the pre planning activity. We do have a vision statement and a mission statement that just lays out what we're trying to accomplish as a center. I think pretty standard type of stuff. In terms of scope I mentioned earlier, our focus is on integration and that's initially the scope of our center. We launched it as an integration center. We are now working to expand it to include due diligence. So that's a future enhancement. But our scope initially was integration and we needed to define governance in within corning. The businesses own their integrations and they staff their integration teams and our center. Our job is to actively support the business, share tools, best practices, provide advice and counsel, that type of thing. So we need to be clear on the governance and how the center would operate in that regard. And then secondly we needed to define the roles and responsibilities of the team members. I mentioned that our center, one of the key components of our center is the community of M and A professionals. And we've got a really strong team. We've got a core team of four of us who are full time and we're responsible for running the center. We've got functional leaders from each of the functions involved in an integration. We've got about 20 of these folks and they represent their function. They own their functional tools and contents and they actively support integrations. Their role on the center typically is not full time, it's part time. They have other jobs also, but they are committed to their role on the center. And then we have several business representatives. These are folks out within the business, those that are active in M and A activity and they help provide the business perspective to our center. So working together we defined the roles and responsibilities of those team members. So that was all of that activity was part of developing the initial concept.

Okay, so you got quite a few people involved when you first mentioned the vision and mission. What is your vision, mission statement for the center?

When we undertook this activity, we decided that because of the importance of M and A to our future growth, we wanted to be world class in M and A activity, including integration. So our vision statement includes the desire to achieve world class Status. So it's something that we're always striving for. But it's essentially our vision is to be a community of professionals who are committed to outstanding M and A integration execution and are committed to ensuring that the businesses are able to achieve that result. That fundamentally is our vision.

I like it. It's inspirational.

It's intended to be so and it is an aspiration. World class isn't something I think you ever get to. You're always working to improve. So that's the spirit that our center was built on.

Right. Definitely got the North Star laid out when it comes to governance. You mentioned that you have this structure where the business units operate their own process for integration and you're there to support them. Within the center of Excellence, is there a particular structure that you have set up? And then does the center itself report up to to a specific board or group or person?

The center itself? No, it does not have a reporting structure per se. So each of the participants on our team report into their various organizations. So I mentioned that we've got four core team members who are full time, including myself. We report up through corporate development. We've got functional leaders representing all the different functions within M and A. And they report up through their respective functions. Our charter is maintained and executed as a team. And so it's a joint commitment that we have amongst all of us to take on this responsibility and execute it. In order to get it off the ground, we need to gain executive and functional stakeholder support. And we have that. So in the situation where if a functional lead has to get reassigned to another responsibility, I work with the functional stakeholder of that group, make sure that we've got a person coming in to take that role. And we've had great support. I think people see the value of the center and they recognize the importance of the roles that these folks play. And so when we do have turnover like that, it's never been a challenge to ensure that we had the appropriate backfill provided to us. So it really is a self sustaining organization structure.

That's interesting. But it would sit right. Organizationally sits underneath corporate development.

Yes, under my leadership as the director of the Center. The center itself, I guess does, yeah, report within corporate development. But again, it's a partnership with all of the functions who support the effort.

Right. And then your team members within the center, it's an additional role. They're actively working within different various groups related to M and A. But then there's opted in or have this additional responsibility of participating in the Center.

That's correct. So as you can imagine, I mentioned we have about 25 or so folks who are on the center. We've got 25 different scenarios in terms of what their role definition is, what level of commitment they make to the center. So each situation is unique. We've got some folks who their job is committed to M and A within their function. So they're doing M and A all the time, participating on the center as part of their role. We have other folks who do MA on a part time basis and have a functional role that they're also serving within their function. And so their situation is a little different but still committed to the center. So we've got a very diverse set of situations that each of our team members works through to commit to the center.

I'm trying to imagine like the ideal profile of a person that would belong to the center. If it's going to be an additional responsibility. They seem like they'd have to be obsessed with M and A to some level. So I'm curious what you found is the ideal sort of person Persona, if you will, that fits in well with the center of Excellence's goals.

Yeah, we have a very spirited group and these folks are all committed to M and A. I mentioned our vision statement a little bit earlier and to buy into that and to commit to that, they're excited about M and A and so we do. We have a very spirited group. Many of the top experts within M and A from Corning participate and they're part of their role is to ensure that their function continues to progress and to strive toward that world class status. And so they're committed to that and they bring a lot of energy to it. So those were the folks that we were looking for when we chartered the center was making sure we got access to the top M and A folks within Corning. And we've been able to accomplish that. We have a very strong team and very, very energetic around the topic of M and A.

Now you led recruiting the team, right?

I did, I did.

What was your approach?

Well, I had the benefit of having worked with many of these folks since I had. Prior to having this role, I had led integration programs myself within Corning for several years. So I knew a lot of the folks who were already involved and having that relationship made it easier for me to know who the key talent was and the roles that they played within the different functions and to be able to essentially ask for their support of the center. Like I mentioned, recruiting was not a challenge. The folks that we wanted were the folks that were active in Corning within M and A already they had that commitment and so this just provided a more structured forum for them to continue doing what they do. And they appreciated that structure as well. So it was a win win for all involved here. We were able to generate that excitement and gain the support of the people that we needed.

Great. Sounds like you worked with a lot of those folks and you got a good sense that they would really align well with the goals of the center and that sort of led that good assembly of a team.

Exactly. And there was a lot of excitement about the concept. I think we may still, I'm not sure, but we still may be talking about the first or second step here of our process. But gaining buy into the concept was one of the steps we took. And I think I've mentioned a couple times now, getting that commitment or that buy in was very straightforward because people understood inherently the value in bringing the center together and recruiting the team was straightforward because it was fairly obvious who the right folks were from the different functions based on their work experience and their energy around the topic. So it really was just formalizing a structure that many within Corning had inherently seen the value of.

So I wanted to talk a little more about that. Gaining the buy in is interesting and I'm really trying to dig into a little bit more of the tactical steps to add perspective for somebody listening to this that may be in that environment where, hey, this might not be a bad idea to propose within our organization, broadly speaking too, just to add context to size, because there's variants where some of the companies have a one person corp dev team and it's all no dedicated resources really to integrate versus you got the opposite extreme of a large IBM Microsoft entity that obviously as many people involved with it. I'm curious to get a sense of where do you think that range would fit in if there's any kind of metrics, whether volume of deals or number of people involved in transactions, to get a sense of when there would be an ideal fit to start getting that buy in or proposing it.

Yeah, I think it comes back to when should a company consider developing a center. I find it hard to generalize because I know each other company has a different strategy around M and A, how they, how they decide to approach it, how important it is to their growth, how they're structured organizationally to support it. So I know everybody's situation is unique, so a general answer can be dangerous. But I think it comes back to how important is capturing that knowledge and institutionalizing it. How important is that to the success of M and A in your company? If you've got independent business units that don't really share much in strategy or approach to how they do M and A, there may not be a lot of commonality there. Our experience though is that while each business is unique and it is different, there was enough core foundational commonality that look, doing this integration, you're going to have a number of steps that are common. We're going to capture those, we're going to make sure that we execute those flawlessly and that we're going to have the right tools in place for the next business that's going to try to take this on. I think that it really comes down to do you have that kind of common experience? And if you do, a center can be valuable at that point, I think you need to decide what does that mean to us. I think an M and A Center in a Microsoft type of environment is going to look a lot different than an M and A center in a smaller company that might only do deals on a more of a one off basis. You've got to decide what tools are important to you and those would be the tools that you would work on developing and maintaining within a center. And then I think your resource support would vary appropriately.

Interesting. So there's this value proposition or analysis of value proposition of the value of having the center, the lessons learned, et cetera. And then there's also a big variance in terms of the shape that it could exist in in that organization as that's going to be particularly unique depending on the needs.

I agree completely. And that's we started with what is an M and A center and we talked a little bit about the fact that every company probably defines it a little differently. And I think that's appropriate because each company situation is different. You need to customize the center to meet your specific needs.

When you mentioned refine the concept, can you elaborate on that a little bit more?

Yeah, I think developing a center concept is a design activity. I don't think there's a cookie cutter solution to what a center is. So I think that your effort needs to be on figuring out what makes sense for us. That would come down to what functions should be involved in the center. How active are they usually in our M and A activity? It would come down to what tools do we find are important to maintain centrally in a center. Those are all design decisions that I think go into defining your concept and I think you refine it as you evolve so we launched our center several years ago. It is not static. We've continuously maintained and updated our tool set. We capture lessons learned from active integrations, which then circles back into other process and tool improvements. We introduce new members to the team. If a new function gets established that has a role to play in M and A activity. So it's not static, it's refined and it evolves over time. I would be very concerned if a center was seen as a static type of structure. I think to be successful, you need to be flexible. You need to be evolving constantly to the requirements and the needs of your M and A environment.

You got a good point. So it goes through a series of iterations. Just like developing a new business model, you sort of go through and as you get new requirements, new information, you iterate that concept.

Exactly, yeah. And you need to learn. Nobody knows how you go live with any type of deployment, including a center. You're going to learn things and you're not going to get it all right at launch. And so if you're open to recognizing that, hey, this is, there's a core value prop here, we're going to deliver that. But also recognize that there's a lot you're going to learn after the launch that you're going to want to be prepared to accommodate and incorporate into your center. I think then you'll. If you've got that mindset, I think you're going to be on the path to successfully being able to manage a center type of environment.

That's good. I feel like there's an inherent nature to always do a little too much upfront and you got more of an open mindset said in terms of get something going, iterate and redefine the value or priorities as you go.

I think you learn so much from the experience, first of all. And then I also think you need to bite off a manageable bite too. Right. You don't want to take on too much, try to launch it, and then find that you failed in some way because you took on too much scope. So back to our scope decision or discussion. A little bit earlier, we mentioned that we limited our scope to integration to begin with. And that was part of our rationale, is that we thought that was a manageable scope for us. We knew that there was an opportunity to provide value in the due diligence area as well. But we didn't take that on up front because we wanted to launch with what we consider to be a manageable scope. So you launch, you learn, and then you continue to Evolve and improve.

Right. And that would move over to that next phase which was the collect and design and develop. And in that stage, this is when you really start looking at the different tools that you'd have available and really ways to start grabbing information, organizing it and making it distributable.

That's exactly right. That's when you're in the core of developing your knowledge repository. We've got hundreds of tools in the toolkit. I would say at this point the functions, they all have their set that they own and that they manage directly. But then there are some additional tools that we developed cross functionally that we found to be of great value. So as an example, we have an integration assessment tool which helps us evaluate the risk complexity cost of an integration during the early stages of due diligence. So it gives us an early view as to how complex, how challenging is this integration going to be so we can start planning for it early. We have our integration playbook and I know that's a common term for us, it means that's our how to guide for program leaders for planning and executing an integration. It takes the reader through integration strategy, integration, planning, integration, execution, gives them the chapters on how do I approach this? And that's in our integration playbook. We have a master integration plan document which is a listing of all the integration tasks that are potentially required to be accomplished on an integration with the functional owner, the timing that it should be accomplished, the criteria for when it should be done, that type of thing. And then we have a lessons learned database where we capture lessons from all prior acquisition integrations and we prioritize them, sort them by functioning, provide a source of information for folks to be able to search and learn from. So those are just a few of the examples of the knowledge. I think again, what a company would decide is important would be what would go into their center, the tools that they would develop. I think they vary based on the type of M and A activity you're doing and how you approach it. But these particular tools we found to be of great value to us.

So you sort of look at all these different variety of tools because some are more function specific and some may be more broader. Like the cost of integration is probably something to really get everybody on board with or to plan as well holistically. How, when you start gathering all these different things, how do you centralize it so it's in that single repository and accessible for others? Is this just dumped in a folder structure or is there a specific tool for that?

We've used SharePoint as our infrastructure, we have evaluated. We know that there are more sophisticated tools that are available. But for now SharePoint is working for us. We've developed a front end that's user friendly that essentially shows the user. Here are the different categories of areas where there's information to help you.

Like an index?

Yeah, it's more a visual icon type of thing. So you pull up our M and a center and you'll see a homepage that will give you a icon for. Go here. If you want to get into the integration playbook, go here. If you want to get into the toolkit, go here. If you're interested in synergies and etc. So we have I think six major categories at our homepage where folks can just click and say, hey, I'm interested in this. Here's where I go. And then as you get further down into the tool, it does break down into more like lists of documents. So if you're looking into the synergy part of the toolkit and you'll get to a list of. Here are the tools that have been developed that are specifically in support of synergies. And then you go down through and choose your. Make your selection. But we found that it's working for us. As I mentioned, there are hundreds of tools in here. We have the functional leaders responsible for managing each of their areas. And so any finance tools are in the finance section and are owned by our finance lead, same for each of the other functions. And then we do have these more general tools, cross functional tools that I mentioned that sit above the functional level and are available within a program management section that we have within our site. But that's how we have it structured now.

So it sounds like there's a lot of different tools and templates and so forth, but fundamentally in terms of organizing them, you have some kind of file repository box, whatever kind of place to store files. And then you overlay that with a way to create that tree structure where you could create some paths so it's accessible and organized so that people can actually find that information through that organization. And that obviously could be in a lot of different ways. It could be an internal portal or some kind of interface created or just ways of having it linked to those specific documents. But it sounds like that's the key thing is just have a place to put the files and then have like a little interface so people can actually navigate to the right file that they need.

That's exactly right. And what we've found is that the effort that we've put into the pathways. Helping people find what they need has been valuable because as you'd imagine, if you have hundreds of tools, the risk is that you've got too much, you can't find what you need. And so spending time designing how you want that flow to work so that the user can quickly get to what they want is an important part of the center launch for us. And we found that we could still accomplish that. I wasn't convinced that SharePoint had the capability to be able to provide that kind of a framework for us, but I was proven wrong and it's been effective for us in that regard. And like I said, it's our current infrastructure and we always look to evaluate other opportunities for in the spirit of continuous improvement and evolving. But at this point, we haven't determined that there's a better solution for us right now.

There's a will, there's a way, right, Bill? Always when it comes down to maintenance of this, how do you develop that accountability? Because I would foresee that being a challenge where you do a deal and things shift or there's new learnings and the old stuff needs to get updated or pushed out. How do you develop that level of process and even accountability around it?

That's a great question. And I think probably the key to maintaining a valuable center going forward is maintenance. We did not underestimate the effort that would be required here. And going back to our team structure, that's the role of our core team, those of us who are full time maintaining the center, managing the center, but also it's the responsibility of our functional leads. So when they are on the center, they are responsible for making sure that their contents are updated and current. And how we do that is our core team set up a regular maintenance process. So once we launched, we started on a quarterly basis and our core team went through all of the contents in our center one by one and determined what's the frequency of of review and update for this particular tool. Some tools require more frequent update than others, and we felt it was important to understand the distinction between them. So we didn't want to overwhelm by reviewing every document every quarter. If a document was pretty static, maybe it only needs to be reviewed on an annual basis. And so we've gone through and defined that maintenance frequency for each of our documents and we use that tool as we work with our functional leads each maintenance cycle to say, look, here's we're now on quarter two. Here's our quarterly update. Here are the documents that are up for review, please make sure that you take a look at your stuff and provide us any updates that you might have. And then our functional leads work with us, make sure they do that review, get those changes back into us, and we're able to upload them into the site. So it comes down to being accountable and responsible for the roles that we play here, which includes the content maintenance and updating.

That's really key. So to make sure that you have this process around maintenance of that content and essentially develop accountability of those different assets within the Center.

That's right here. Flexibility is important too, because we started with a quarterly cycle review cycle, which made sense immediately after launch because we had a lot of new tools, more frequent changes coming into them as we gained more experience with them. After, we think, stabilized a little bit, we've switched to a semiannual maintenance cycle. So we have two maintenance cycles a year now. And that's appropriate for where we are in our life cycle, we believe. And it's just an indication of the need to be flexible and modify your approach as the center evolves.

Be agile.

Oh, that's right. Yes. Agility.

So moving into. From there, we get into the launch and execute stage.

Yeah, launching. For us, it involved a couple of things. At this point, the contents are all developed, the site is ready to go. It really was a time of communication. We wanted to communicate out to the M and A audience that the site was available. We, as part of that launch, we provided some webinar type of training opportunities. People could call in and one of our core team would essentially take them on a demo through the center, provide them with a view of what this thing looks like, how it might be helpful to them. And so it really was a communications activity for letting folks know that the tool was there. We posted an article on the Corning World online, just informing folks that the launch had been successful and that the tool was out there. So it really was mostly a communications activity at that point. And then we were waiting for the first activity post launch, the first deal to really take advantage of the tools and to give it its most effective test drive. And that step was to follow.

So it was more than just an internal tweet. You actually had webinars, you're going through and showing people what the center looks like and the resources available. And also posted some articles around it as well.

That's correct, yeah. We thought that it was important to get out to the audience as broadly as we could, and so we took advantage of those type of opportunities that you just mentioned. We also asked our team members our functional leads to spread the word by word of mouth. The core team did the same. So there were a lot of different mechanisms for getting the word out. But we didn't want to underestimate the effort associated with communicating the new site to the organization. It would have been self defeating to go to all the effort of developing it and then find that folks really weren't aware of it, couldn't make effective use of it.

Got it. To make sure you got a good launch plan in place. And you mentioned the fifth step was around training. Can you walk me through what that looks like?

Sure. I mentioned earlier the structure that we have in that the businesses own their integrations, they staff their integration project teams, and the center's role is to be actively supportive of the businesses. So the center was created to allow us to provide that active support with all the tools, et cetera, that a business might need. But we did realize that once we launched, the key was going to be the first deal that we did and how effective would the tools be? Would folks be aware of them, how would they effectively utilize them, et cetera. And so realizing that that knowledge wouldn't transfer from the center to the business without, say, a boost of some kind, we did develop a training curriculum to take a business through who was approaching an integration activity. Developed a training curriculum that essentially was oriented toward both a program leader and a functional leader on a business team doing an integration. Focused the training around how do you leverage these tools? Here are the tools that are available to you, here's how you find them, here's who you can call to get additional support. Introduce the business HR functional lead to our corporate HR functional lead. Just make sure they knew they had a point of support and reference there that they could lean on, provide that kind of a training so that the tools weren't just sitting in a SharePoint site somewhere. But we knew that they were actively getting used and folks were familiar with how to get there.

See, I would think this is the hardest part because it's hard to get people's attention these days for anything. And I feel like even in my past experience working with teams and developing any kind of knowledge base, it's very difficult to get your team to reference it as they really need it. It tends to get becomes a forgotten resource. So I'm curious, how do you avoid that pit?

It's a challenge. I think we experience the same risks as other companies do in that regard. I think that having our center in place with the professionals that we have on our center has a lot to do with our success here. So when we do a deal and an integration is imminent, the business integration team's identified as part of the center. We take them through this training, which essentially is pointing them toward, hey, here are the tools that you that have been developed. Here are the tools you need to use. We link the functional leads up with the center leads so that they know again that there's a resource available to them and those folks take them through the details. So our finance lead on the center will take the business finance lead through their master integration plan for finance. Kind of step by step. Here's what you can expect. Here's the tools that you need to be using. Here's who you call for help. Just providing that forum for kicking off that integration. Leveraging the center is the most effective tool I think we have to ensure that the center ultimately gets used.

So a big part of it is making sure people understand the value of it. Are there any other tips in terms of getting that engagement? Is it presented as a requirement to go through some of the training? Is there a quiz or something that they need to take and show that they engaged with it? Have you really pushed that level of engagement to make sure you're getting value back?

No quizzes yet, but when you say, is there a requirement? It is a requirement per se, that when an integration gets launched within corning, there will always be an integration kickoff meeting. That kickoff meeting will include as part of its agenda and scope this training program that we're talking about here. And so we have the opportunity to get in front of that team and essentially provide them the education that has been determined to be important for them to be successful. So there will not be an integration that would be executed without that opportunity. Now, how a team ends up embracing that is really team specific. And it comes down to the value prop that you mentioned is how valuable do they see the tool being? And we've got some teams that embrace it fully and they take full advantage of it. And there are others that in certain areas where they may not, but our center is always there to provide the support that is needed and can respond if there are questions, either in the case of a really strong team or a case that maybe we've got a team that needs additional support and counsel. And either way, we're there to provide the support that's needed.

I think you had a really good point about introducing this stuff during kickoff because I found that to be the best time to introduce any new resources or tools is right at the beginning, as early as possible, get everyone aligned around it. And that's when you tend to see the best point in terms of encouraging that level of adoption.

Yes, agree. That's been our experience as well. And I think that with these training programs that we have, which we developed and offered, we now have a core set of folks within Corning who have been trained. So we know who the trained integration program leaders are. Typically, when a business is going forward with their next deal, if they have one of these integration resources on their side, then those are the people who are going to be assigned to lead the integration. And so we know that they've already got the experience, they've already been through the training, they know the toolkit. If we have a situation where we've got a business that hasn't been through it before and there's a new program leader their first time through, we have the opportunity to take them through the training, make sure that we outfit them with the knowledge that they need to be successful. So I think that over time, we've built a core group within Corning of experienced folks who know the center, they know the tools, and we're just able to leverage it for the next deal. It just builds on itself.

Yeah, that's interesting. Develop that almost like a culture of developing M and A leaders.

That's right, exactly. And recognize it as a specific skill set that you want to have in place on your next deal. You want to make sure you've got the experienced folks in the right seats.

What are some of the biggest challenges you faced while developing an M and A Center of excellence?

I think I've mentioned to you before already, we're very fortunate. We've got a great team overall, really professional M and A folks who are committed to our vision. So that's all been positive. I think one of the challenges, which I think is just a normal business challenge, is just recognizing bandwidth of some of our functional leads to participate in maintenance activities and nurture their functions. M and A community. It varies. I mentioned earlier, we've got a very diverse set of participants here. They don't all commit x percent. They commit what they can. And it does vary function by function. So we try to step in and provide additional support where needed and recognize, I think, that it is going to be different function by function. And this was such a learning to us that very early on we went to the effort of really sitting down with each of the functional leads and talking through how will you be able to participate in the center? What kind of commitment do you think you can make. Because understanding that helped us as a core team better manage through the maintenance process. For example, if we knew a function was going to be challenged, we would be able to work more actively with them, recognize there may not be as much change coming in their area within a given time cycle, that type of thing. So just understanding how each of your functions are participating within the structure and being flexible to the reality that each is going to be dealing with their own situation. And managing through that, I think has been a challenge for us. And I think I mentioned earlier raising awareness of the center and the available resources that we have. So we did that at launch, but we found that we need to continue to get the word out. And so every year we try to identify audiences that might benefit from hearing more about the center, seeing if we can get in front of those audiences as part of our communications plan. People change and new people come in. And you're always constantly working to ensure that the right audience has the right access to the tools that can help them.

So really catering to the varying needs and tailoring for the unique needs of the different functions. And I think the other challenge you mentioned is the ongoing awareness, which I think you got a really strong point. I know I published a book in January and it's one of those things where you get a lot of upfront excitement and then things tend to fizzle up pretty quick. But you got to have that plan to keep getting the excitement going and keeping it on top of mind for folks that know the resources there and valuable and available.

That's right. That's the key to the value, right? Is you develop it. If it sits on a shelf and doesn't get used, then you're not meeting your vision and you're not delivering the value you want to deliver. But if you can keep the word out there and people are aware of it, they use it effectively. That's where the value is going to be. And we look for feedback. We've got an annual survey process we send out to M and a community within Corning every year just asking about their access to the center, Are they familiar with it? What sections do they find valuable? Not valuable, just normal survey type of questions just to help us take their pulse on what are they finding that's helpful and what's not so that we can continue to evolve and improve the quality of the center itself.

I'm curious about the survey stuff. I personally am a bit anti survey because I almost feel like there's a level of biases just based on who actually takes the time to respond to surveys. So I'm on the other end where I'm really a big fan of these kind of interviews that are highly qualitative because then you can get down to some granular information. So I'm curious if you take that into consideration where you do more of a one on one sort of qualitative type of interview, or if you're just getting the information you need just really quickly with those short surveys.

Well, I think you're right. I think there's different value in those two, different approaches. Right. A survey, you can reach a broader audience more quickly, but I think the quality of the information you get back may be more limited. Doing the interviews is not an approach we've taken yet. I think that we feel that the surveys and our interaction with the functional leaders on the center is providing us a good take on the pulse of how folks are using the tools. But I will say that when we get survey results, sometimes there are comments in there that we just don't understand the context. And so without knowing who it was that provided the feedback, you really are in a limited position in terms of how you can respond to it. So that can be frustrating. But we have not yet felt the need to do the one on one interviews that you're mentioning. But at some point we may find that that would be appropriate.

Just send me down for a day, I'll interview everybody for you.

If you could interview everybody for us in a day, I would take you up on that offer.

Do you have any other tips for others that are looking to pursue this opportunity?

I think one thing we learned was that data does not equal information. So we spent a lot of effort in building the center and collecting the content. We talked about that already. So, for example, with lessons learned, a lot of effort went in going back to previous deals, looking for documentation that had been captured, standardizing that into a common format, and at the end of it, we had a very impressive database of over 1000, maybe 1500 different lessons that had been captured cross functionally cross deal over the years. So that was interesting and at first kind of impressive. But then you realize that, well, having that database of 1500 items doesn't actually mean that it's being usable or it's in a usable form. So we had to step. Take another step forward on that and realize that having the data is helpful. But then how do you evaluate it and how do you make it available to users in a way that they're going to get the maximum value from it and So I would just. I think that's a Learning for us was job's not done when you collect all the core data, but you need to be looking for, how do you turn that data into content that's going to be really valuable to the user. That's an extra effort, an extra step in the process.

Yeah, that is interesting because at the end of the day, people have to apply it and it basically needs to be easy to apply. Otherwise it's not easy.

Exactly. So having these 1500 items in a database we were finding, like I said, it seemed impressive at first, but really, what are we getting from it? And so as part of the evolution and continuous improvement, now we're looking at. All right, how do we make that information more valuable? And we're working with our team this year, actually is one of our objectives on Lessons Learned is to see how we can improve the quality of that information to benefit the next deals that come.

So do you distinguish the difference? And I'm being a little biased because I wrote a book around this stuff. Between here's a playbook, which tends to be a big checklist of things to look for in a deal, if it's diligence or things to prep for integration versus what I referred in the book was plays. But I would state it as a technique to overcome a specific challenge. Do you differentiate between that when you start looking at putting resources together? Because, like talking. Sorry, go ahead.

No, I'm sorry, I didn't mean to interrupt.

Oh, yeah. I just think of a prior interview with Dawn White, and when she talks about doing a cultural assessment, I look at that as almost like a framework where this is a real technique to think through doing it versus this real, detailed, rigid checklist. It's more about here's a guide and how to approach it, how to think through and understand what you're seeing and not seeing. So I'm curious if you differentiate between that and how that gets applied.

Yes, we definitely do. And that's where I would describe two of the tools that we talked about earlier. We have one tool we call our Master Integration Plan, and that's the checklist. That's the Excel document. It's got hundreds, probably thousand, over a thousand line items in it. Normal, I think for any business doing M and A, here's what you have to do in finance, here's what you have to do in hr, it, et cetera. That's our checklist. Our integration playbook is what I think you're referring to as more of the guide. It provides the Context to a practitioner around what should you be thinking about as you approach an integration? How do I develop an integration strategy? What are the components of that? How do I start planning for my integration? How do I recruit my team? What type of resources should I be looking for? That's all type of contextual information that we have captured in the playbook. So we do see two different value props and benefits to each of those two approaches. Each serves their own role, but they are different and distinct and each valuable in their own.

Right, Right. So that makes a lot of sense because the checklists, they're good, they're good starting point. You at least get a sense of where to start the deal. But ongoing. Basically what you described is more of defining an operating framework in how the teams are organized, how they're going to be working together and so forth. Managing dependencies.

Exactly. That's right. And that's all captured in the playbook. So you really need to leverage both the playbook and the integration planning tool to accomplish what you need to accomplish. And that's what we train our folks to do and encourage them to be thinking about.

That's how you build an M and a center of excellence.

Still building ongoing.

Right? That's how you start building an M and a center of excellence.

Never done. Yeah, we're never done. And that was another learning here is this thing is not a one time and you're done and you move on to something else. There's an ongoing effort associated with effectively maintaining a center. And that's something we've learned and we're committed to continue.

Bill, what's the craziest thing you've seen in ma?

I had the opportunity to work on a number of deals as the integration program lead. And I think one of the most interesting items that came to my attention, I think on a deal that I was involved in, was that we had acquired a smaller business. Founder owned it. Our founder, our owner founded business. And as we went through our integration planning activity, someone brought to our attention or the question was asked, what are we going to do with the company balloon? Because the. The company we had acquired apparently had or didn't apparently did have a corporate balloon or a company balloon that they use for entertaining customers. And so the founder or some of the leaders of this organization would take customers up in the balloon and have it have a nice afternoon, an entertainment opportunity with them. It didn't really fit within our culture or approach to things. So it was just a strange integration challenge to have to deal with, trying to figure out what we're going to do with the balloon. So I think that's probably one that would be on the crazy side of the scale.

So did you keep the balloon?

Well, you know, when you do an integration, it's a compromise. So recognizing the culture of the company we acquired and we didn't eliminate it immediately, I think it was one of those items that kind of phased out over time.

That's good. We found a place in between.

Exactly. Well, and I think, you know, Kieson too, with your M and A experiences, that's what integrations are all about. You got to figure out where's the value prop here and what are the important things to deal with and what's not. And so that's a big part of doing an integration, is figuring out where that focus should be, where that balance should be.

Thanks for your time, Bill. I really appreciate this guy conversation.

I've enjoyed it very much. Kieson, thanks for the opportunity. Again.

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