People-Focused Integration

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I'm Kisan 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.

Foreign welcome to M and A Science where we curate knowledge from the best in M and A to continuously approve. If you're interested in keeping up the latest from M and A Science, subscribe to our free newsletter@mascience.com Every week we share highlights from interviews, invitations to events, M and A role openings and other resources as we build the greatest community of forward thinking M and A practitioners. Again, that's mascience.com I'm your host Kisan Patel, CEO and founder of M&A Science. Joining me today is Marilyn O' Hara global head of M and A Integration at Block Block, formerly known as Square, is a global technology company with a focus on financial services. Made up of Square, Cash, App, Spiral, Tidal and tbd. Block builds tools to help more people access the economy. Traded on NYSE under sq. Today we're going to talk about how to perform a people focused integration. How are you doing today?

I'm doing very well. Good afternoon, how are you?

I'm doing great. Thanks for taking the time to chat with me about M and A integration.

My pleasure.

Can we kick things off a little bit about your background?

Good afternoon. My name is Marilyn o', Hara. I'm the Global head of M and A integration at Block. I'm originally from Cote d', Ivoire, the agriculturals West Africa where I obtained my Master's in Electromechanical Engineering before coming to the US as a Fulbright Scholar to pursue my PhD in biosystems engineering, then a postdoc in food processing. I did go back to the Ivory coast after my postdoc and worked for about a year for a top government agency focusing on food safety. After a year I came back to the US and I took a little break. I was a full time mom for about four years then joined my first company medical device company making cancer research product was there for about five years and I did a lot of things. I did product development, manufacturing operations, project management, regulatory is the first quality assurance, you name it. Ironically I left that company prior to an M and A event and joined Tackle Fire Protection where I started with integration of business units. So business units that had been purchased long ago that were never fully integrated. After a while I did some IT outsourcing and when I wasn't sure if I wanted to continue in engineering or product development, I just thought about M and A and I was lucky to be given the opportunity to learn M and A and my first transaction was actually very strategic and I joined the team two days prior to close. I After my first year in M and A I realized that my background that I thought was so diverse, not sure which area I wanted to focus, was actually very well suited for M and A integration and I took my first M and A role as A loan. The first M and a hire with BuildTrust Fintech where for six years I had a chance to really build the M and A operations team and also an enterprise PMO organization to be able to have additional resources to work on M and A and also strategic project. After six years I was approached by Block and joined Block in 2018 as again, the first hire in MA integration. And since then I had a chance to build a very strong and talented team of M and A experts who really handle all the transactions at block from the Two3People talent deal to several million and recently billions of acquisition. I live in the Philadelphia area, but my team is in San Francisco, Texas, Austin, New Jersey and New York. Very excited to be chatting with you today.

You have a PhD in biosystems engineering?

Yes, I do.

We're going to talk about how that applies to engineering and M and A process.

All the process treatment event that you learn come handy and it gives me a lot of comfort really speaking different work streams. You should love to work with the part engineering work stream because I know the language and I know the culture. So I know how to get things more than with that work stream.

When we use that term, we don't normally correlate it with people and people focus. That leads us into defining what is people focused integration.

I would say people focus integration. All integration should actually be people focused. We all know in the M and A world that saying that says culture will outperform strategy. And if you have culture and strategy together, it's unbeatable. And when you look at it at the end of the day, the people will be the one driving or executing the strategy. So really making sure that when you have a transaction, you really take the lenses to really look at. Okay, what does that mean for the people who are the people who are going to get this transaction successful and what can I do to make sure that I get them on board with the rationale to get to the objectives?

That's it. You make it sound so easy.

Been doing that for a while.

Can we walk through your ideal integration process?

My deal integration process will begin really very early. I want to make sure that the deal, the sourcing lead and the integration lead and also the general manager really form a pretty tight relationship. And then have the integration lead really involved in those conversations as early as even the management presentations. By doing so, the integration lead has a possibility to really plan for a strong integration plan and really understand and have a better alignment with the delegates and the GM on what we trained to achieve. It also allows you not to be really asking the same question to the seller two, three months down the process. While a lot of those conversations have happened earlier during the diligence, it also helped the integration lead really build strong relationships with the target key employees or management. And those relationships really come handy post close. When you really try to get people on board to execute the Transaction.

Okay, so ideally start up early as early and even the management presentation so you get acquainted with the deal leads, the GMs involved, and then help you eliminate redundant questions. Also build a relationship with the target. Ideally, companies don't always do that.

They don't, because sometimes what I've seen, the integration team is not usually staffed as it should be. Some companies don't have an integration team. The deal leads, the deal will be closed and then we'd find so many the business to really take over when the bandwidth allows. Really getting them early would be very critical. And for me, ideally those team members who are going to be critical post close, I like to have them involved in the diligence if possible.

What are the situations when this doesn't happen? Because I feel like you got the extremes between a proprietary process where you control a lot of variables and an auction process where things are artificially out of your control.

In two of my roles, I was the first integration person. So being the first integration person here, more two or three transactions going on, there's little chance that I could be on all of them at the right time. The integration lead stays with the transaction much longer. If you don't have the right staffing, it'd be very difficult for the integration lead to be managing so many day one readiness and post close and at the same time really starting early diligence for two or three transactions. Ideally you want them involved, but once you have a tight relationship with the deal leads, you can compensate for the time that they missed and then also design tight processes with documentation to allow the integration to catch up as much as they can close to at least signing of the deal to be able to take the planning to day one more effectively and the post close to success.

Speaking of deal leads, we had Mr. Rohit Dave interviewed recently. Maybe you got a little insight in how you keep a strong partnership with your deal lead.

At block, we are all in the same house. That makes things so much easier and we're pretty tight deal leads, integration lead. So really early on, when we are looking at a target, we will send an integration lead to that transaction. So early on they can start working with the deal leads. And because we all report into the same structures, it allows those team members to build the relationship, know they work style and really know how to really follow up the process to make sure you have a successful transaction.

You're under the same house. It's not a completely separate team.

No, it's the same team. So we have a deal side and execution side and we have a pretty nice ratio of 1.5 deal leads to integration lead to really allow that bandwidth for the integration team member to be able to support one or two deals if possible while the deal leads are very busy sourcing transactions.

And this is all within corporate development?

Yes.

Okay. Anything else you do to keep a good relationship with the deal leading? Periodic pipeline reviews, things you meet up on.

Yes, we meet weekly to review the pipeline which is very useful because as an integration lead you always know the different stages. Allows the integration lead to continuously learn about the business unit and the process also. And by the time you know that you get into term sheet they become pretty much a pair. And within the optimization process the deal lead will be leading the diligence process. But by the time we get to signing we really switch our weekly calls ownership to the integration. And we use a similar template. But now we know we're moving to that integration planning phases. So any additional questions, information needed from the target. The integration lead is the one who becomes that point of contact. So it really allows that relationship with the transaction management to be strengthened throughout foreclose.

That sounds like a good partnership. You're really working hand in hand and your role progresses, the deal progresses and take more responsibilities and lead.

The first transaction I worked on, I joined the project team two days before closed. So there I learned what not to do because I have no knowledge of the transaction. So I spent a lot of time trying to catch up, did not take part into the even of the diligence. So a lot of the questions I was asking to be able to oversee the post close plan with things that were discussed two, three months prior before I was even aware of the project. So from that lesson learned, that painful lesson learned, even when I was the loan integration person, I was really keen to build that relationship with deal lead to make sure that even if my bandwidth was tight, I could offline stay informed of how the transaction was progressing so that I can join the project team as soon as possible. Because there's just so much information, so much you get almost early conversation understanding how they're talking about other people, what's important to them, what how to prepare for onboarding. A lot of those early conversations will touch those alongside all the deal terms. But being disconnected gets the target team frustrated because you have a new team that comes for integration that ask 50% of the questions that been asked, request the same document and lose some time. And as we really want to close the deal, you know most of the deal as fast as you can so you can start really implementing on the strategy. So anything you can do to smooth the process and make sure you don't bring in a team that's already frustrated, we'd be very appreciated by all the parties involved.

There's some benefits of the prep you could do. Getting involved earlier, when you gave the example of hey, I got involved two weeks before close, what are the negative consequences of having integration leader involved later as opposed earlier?

I would say sometimes ownership you have critical information that's not readily available. If conversations are not well documented because early on there are so many calls for all the functions. If all those are not well documented, it's a lot of time wasted trying to catch up and a lot of mistakes or assumptions that needs to be rectified. Trying to either document as much as you can or have the integration person who by the time you get to a day one readiness become your anchor of process. You want them to have as much knowledge of the transaction, the risk, the issues, the sensitivity as possible because they can orient the newcomers of what to do, what not to do, what to be careful, what to look for. Because a lot of functions will have sometimes some team members dedicated to the diligence. And by the time we're closing, they still have a day job. So then we pull in new players who sometimes don't have much information about the transaction. So that integration lead who has been in the process early become that person who can at least guide them on where to get the information and how to get up to speed as fast as they can so that they can do the job efficiently.

Okay. This saves you a lot of the time to really get caught up, positions you better to guide people. And you also mentioned ownership, which positions you to have better ownership of these activities that need to get done right?

Totally. One of the roles of the integration lead is really to be able to with the general manager of that transaction we did it establish some type of component of a transaction. So being able to be that anchor early and understanding the deal rationale inside out, understanding the objectives of the transaction, be able to contribute on what to look for and build support the other function to build a strong plan allows them to put in place better process to monitor that transaction.

Yeah, that makes sense. You have your controls in place and sounds like there's a lot of good benefits of getting involved early.

I don't see any cons. It's can only help. The more information you have, the better you are prepared to address any issues. The most challenge is the bandwidth. Making sure that if you have 2, 3, 4 transactions going on and you have a baseball integration team, they do have to prioritize which one to focus on and then play catch up with the other ones.

Tell me about your integration team. How many people are on the team? How do you approach building the team out and sourcing your talent?

So for me, when I was building the team, one thing I had in mind was diversity in experience. I want the team to be able to be complementary. So I'm looking for people who have deep knowledge of different functions because we are close partner with all the functions. So I have people on my team who have an engineering background. I have some with a partner's background, some management consulting, some it, even some government experience because each transaction brings different risk and challenges. So for more diverse team is I always know that we have someone who have seen something similar or something close to that can help us build a stronger plan or address issues easily.

It sounds like diversity is the key there. What are the different types of roles that you're staffing for? Is there an order which you would recruit filling out your integration team is.

When I start building my integration team, early on I'm looking for M and A but strong project management. For me those are very important because there's a lot of program management in integration. After I have those two roles, I'm now looking for more functional expertise that they bring in to the team so that as we work on transaction, if I have a function that deficient in resources, I have someone who can help there. Or we can provide more guidance on the work plan because we have expertise in IT engineering or products. So we can be able to challenge some of the plan but also be able to be partner and help when needed.

I like how you mentioned the project management piece first and then it sounds like it goes into your functional expertise.

Functional expertise. People be very good people have great social skills because on the integration team we have to oversee a lot without having those people directly reporting to us. So be able to build those relationship. And as we said earlier, the people are the most important in the transaction. So knowing how to read the people during the transaction, read with sensitivities and be able to understand culture and advise the other functions on how to really set up their integration plan or cultural integration processes would be good. Project management, diverse background, being agile, being able to learn quickly because each transaction be different. So you have to be able to learn different product coming on, have quick way to grasp what's most important and also build relationship with all the functions because you need those Strong relationships to be able to achieve goals. Because integration is tough. Knowing how to manage these sensitivities, to get to what we want. And keep in mind the overall deal. Objective in mind is very important.

And when you're building out this team, are these full time hires you're making dedicated to M and A integration or are you recruiting people that you mentioned have a daytime job and now you're saying, hey, you're part of this integration team. What does that part look like?

I had full time hire that are not part of integration and I was very fortunate to have a couple of mobility transfer, which was great because they already come with knowledge of the company, the processes, and now they come to the M and A team to learn the M and A process. If they have great project management skill, it's pretty easy for them to get up to speed with the overall M and A integration.

Okay, so you are building out a dedicated team, recruiting internally too, which gives you an advantage because they know a lot about the business and the general operations. I've seen so many organizations where there is no imo, there is no real dedicated. Maybe they're operating it through a PMO or something of that sort. And then they get to that point, they're doing a couple deals a year and see the benefits finally of having a dedicated integration. What should that look like, building it out? Does it. Do you go from zero to really building a full deck team? Or can you start with one person and say, all right, let's see what resources they need as they progress on the volume of deals they're doing.

And I was actually in that situation with this company where being the first integration person that was okay for the cadence of transaction we're doing. What I did, I built enterprise PM organization to be able to have that flex model, having PM who will understand, who will be trained on many processes, so they could be working transaction during transaction. And then when we didn't have a transaction, they become full time PM assisting some of those functions that have integration projects oversee but did not have a bandwidth. So those PMO who have been part of the transaction have that knowledge. So now they become PM and they were helping any other strategic projects. So that I have a very nice flex model to have this individual being full time M and A integration when you know we have transaction going on, but then moving to full time PM for strategic project in between transaction. And that was perfect because it was 12 deals a year. So you do have that flexibility to flex up and down as needed.

Okay, so there's a lot of configuration depending on the organization's need, volume of.

Deals they're doing totally pretty much the deal sourcing T mobile at the corporate level. So the business unit was having one integration person and bringing in people from the functions as needed for specific transaction. And post integration 6, 18 months they'll go back to their role and that also seems to work.

I like that plan.

So it depends on the size of the company. If you have business units, it's more single, harder line and then also frequency of the transaction and the complexities of the transaction.

That's a good point. Not every company out there is a 50 plus billion market cap company.

I've spoke to some people who have 40 plus people in integration team which I'm jealous of. They're at a different stage and level of acquisition that they're doing.

How early should you involve the integration team?

As early as possible. Ideally during the management conversation. If not, at least when we have a term sheet because we know for sure that okay, this deal is happening. So we have to be able to free up the resources for the integration lead to start taking part into at least the confirmatory diligence by the time we get to signing. Really reverse the role where the integration lead now is leading the weekly functional conversations to plan for day one and post close management.

Okay, so let's say term sheet gets signed. How are you involved during confirmatory diligence?

They take all the calls with all the functions that step start guiding the function to start planning the work plan. If you have specific detailed workshop, they're part of this conversation. They start reviewing documents in the data room to catch up on anything they might have missed between the earlier contacts to terms sheet being signed. They start planning for day one readiness. Because for some transaction you have a luxury to have several months between sign and close. For some transaction you might just have a few days. So as an integration lead, as soon as you can, you have to be planning for that day one because you don't have too many opportunities to to mess up that day one. So as much time you have to be ready, you have to take that advantage.

Who's driving diligence? How are you working in that process?

I've been in situation where integration leads have been driving diligence. Currently what we do at block the deal leads, we'll be driving the diligence onto the signing and then the integration lead will take on any additional questions. Information is needed to get ready for day one.

Okay, what's the difference? What do you think is better it's like a concept, right? There's a concept of integration led diligence.

Yeah, they can both work. I personally in those situation, when I was leading the diligence, I find it very rewarding because planning was much easier. It was forcing the integration to really know everything about the transaction and know everything that was in the data room. Sometimes when you know you come much later, it's just so focused on getting ready for day one that you don't have time to catch up on the other functions. So you have to play catch up when you have the time. But it's all about bandwidth because when I was mentioning I was the loan integration person, I could not be doing three diligences and integration because you really need to be focused on the detailing of what's happening and there's not much room to draw the ball. So if the bandwidth is not there and the deal is has a bandwidth to lead the divisions, that works fine. But just making sure that you have that handoff between the two, make sure nothing's lost. But even in our case when we have a transition from the D list to an integration lead to get ready for day one, the integration lead is part of the conversation. So you always have someone who has enough information about what has happened to really fill in for all the newcomers and make sure that all the risks are highlighted to everyone. And people can use that when they're building the work plan and the day one readiness plans.

Okay. So whether integration leads diligence or not, they should be in for the ride and doing what we talked about earlier, getting as much of this preparation and planning done so that they can really hit the ground running and avoid a bunch of redundant work.

Exactly. And make sure they talk to each other and transition. Do as much knowledge transfer as possible. If one of them has to leave the project.

Yeah, how do you plan for that?

That's why they have to be very agile. It moves fast. All transactions are different, so it takes a different type of person to enjoy that because you have a lot of information that you have to process on top of being of all the people related issues. And you have to think quickly and making sure you do the best plan, create the best plan available and be accountable for the deliverables.

The agile part again. We wrote a book by the way, called AgileMinet. I have to get you a copy if you don't have one. I'm just wondering, because it's such a large magnitude of change management, what's the depth of thinking through the backup plans or is it more about having the agile culture that your team just responds to these changes as needed experience comes handy.

That's why by building my team I want to make sure I have such a diverse team because someone has seen it somewhere. I was working a recent transaction where during one of those diligence calls something was mentioned and right away one of my team members was like, we need to talk to the people team. I was on the project and this situation happened and it was difficult. This is what we did and it was wonderful because that was a transaction that was different from a lot of the project team and we would not have raised that as a top issue that early if that person hasn't had that experience. So having a diverse team comes handy. Having some people who are very focused, they will be great partner to the IT work stream and doing the diligence or the planning, they can really double click a little more on those processes. So planning, listening, asking questions and you build the best plan you can and then you have to be pretty quick at adjusting if you need to and learn from that for the next transaction.

The people part, how do you focus on the people?

Listen. Do a lot of listening. It's amazing how much is said in those early conversations when you really pay attention and you come with those lenses. I just want to make sure I understand the people who are coming over, what's important to them, what they're looking for, what incentives meaningful to them. You can some risk. One thing that I learned throughout the process, making sure you have your HR lead involved in those conversations as early as possible because they have become some expertise and they can read between the lines a little better than a lot of us. After doing integration for a long time, we can pick a few things. A very strong HR partner can really quickly the room and print out who's going to be a challenge coming over. Also make sure that the target team brings in the HR partner early in the conversations. I have work on transactions, small transactions, where for some reason they wanted to be sure that the transaction was happening before bringing the HR and later was difficult because some of the things that we found out that were difficult to manage, we will have known that either HR person was in those conversations because the CFO, the CoA who move from those details that came a little long later. So really making sure we listen, making sure we have a HR BP on both sides involved in the conversations and also giving the chance to those managers on both sides to have some conversation because they can start looking at how the teams will fit together, what the Culture, you have the company culture, but sometimes you do have functional culture that those managers can read early and be able to tell you okay, I think this person would be a great fit or this person could be a challenge. And that will help you also when you make your list of key employees because you have people who are pointing out the individual you have to make sure you make happy. But those you have to maybe have a plan B because the vibes did not go well in between both. Both groups.

We're talking about post loi. Yes, that's where it gets interesting where I feel like there's a big movement to rush to get to term sheet loi sign and then after that there's a lot of this of really figuring out the people risk and all these other factors. But at the end of the day you just have to get that all buttoned up before you close as much.

As you can and then be ready to make quick decisions. If something was not as tight as possible before close, make sure you have a plan to make quick decision. Keep in mind you know your deal rationale.

The legal people obviously get involved pretty early because you have to have lawyers to get the deal done. But then having the HR people involved because they can bring this other sixth sense to help you identify some of those bigger people issues. And that's the last thing you want is important people leaving. Definitely anything else around emphasizing this people focus in the process. Culture ties right into that culture. Maybe getting a sense of how you.

Identify with culture, as many interviews you can have that will help you understand the culture. Read the employee manual, what they do.

Does that really give you some insight in culture? Because I feel like the manual has got the same stuff.

Oh, it does.

They're not the same template.

Not always because for manuals we be talking about some gifts, some special holidays. All those comes as part of the big picture be able to do. Sometimes cultural assessment can be handy. Sometimes you don't have that flexibility because you can't. You don't have access to the employees. But when pre Covid as much as you could be on site, if you can have some of those diligence conversations on site, it's priceless because you can get a vibe of the place, what's important to them. I've done a transaction where we had the diligence on site that was pre Covid and when we went to visit the office, some question came up on some of the things we just seen at the entrance. And we asking why do we have this thing here? And we said okay. The leader was very particular about where things were in the office and that was a big aha because they were coming from a company where was a little more relaxed. So right there we need to dive a little more into how things are done here because that could be a cultural clash coming from a company where everything was relaxed whenever company were visiting your mall. Strictness about what you can do because it was a small private company driven by a very strong leader with specific view how things should be operating in an office. So if you can be on site, it's great. If you cannot have as many conversations as possible, have the people team involved in those conversations. Have your employee experience team or internal comms team be involved in this communication. Because how they make decisions, how they communicate to the team, what type of communication they send, all that will come in play in a post close. If both cultures are so different, I.

Need help wrap my head around this because I'm a deal guy by nature. When I do my upfront cultural, it's either you're friendly or you're a bunch of a holes. And that's pretty much the extent of it. I get the deal signed. Now you're coming in and you're bringing in your expanded perspective on culture. I'm still not getting how are some of these elements that you find shape your approach to actually integrating this business?

Let's say you're purchasing a company where in the organization all the decisions have to be made by the manager. The team does not feel empowered to make any decision. And you're coming from the company where you really empower your team members. Okay, you see something that needs to be done, just go do it, fix it. Because you understand the mission of the company. So you can go take some initiatives. That's a big difference where putting those two companies together, you might have one for months. Nothing's being done because they're expecting the green light from the manager and your company to hey, if it needs to be done, it's good for the customer, you go do it. Communication, who communicates if it's top down or if it's a little more flexible. So there's so many aspects of the culture to look into. Delay the progress of the integration because teams are trying to to assess how they're going to communicate.

Do you ever come across a situation where there's like a bunch of red flags and then you can't really back out of the deal and say yeah, I don't think this culture is going to work out?

I have been suggestion actually which we're able to back down much earlier because luckily it was maybe at the top leadership where you could see that I don't think our values align. So maybe that's not a good idea. I've been awesome. Sometimes it could be just trying to get data where you don't trust the data you're getting. So you have a trust issue. If you're coming from a company where things are very trustworthy, it could be like that's not something I want to do because I'm getting different vibes in terms of the quality, the data, the how things are presented. Those are signs that you have to read. And the sooner you get those, the better days. And definitely you don't want them post close. If it's post close, you have to be able to make decision quickly and fix what needs to be fixed to be able to to move on.

So ideally catch your big red flags early as possible. When you go through this, there's getting a sense of how the cultures come together. Gave some examples how that may impact your integration approach. What's the best practices when it comes to onboarding people?

One of the best practices when onboarding people is really come from the lenses that people coming through a transaction, an acquisition should not be treated like a new hire, really provide as much TLC as possible because for some transactions the team don't even know about the deal until a couple of days before close, a week before close, couple of months if it was publicly announced. So treating them like new hire put them at a disadvantage because quickly they did not have the luxury to research the company, to interview the company and to mentally prepare themselves to join a new company and change processes and everything. That's what you and I do when we apply for a new job at a company. When you come in through transaction with bunch of your colleagues, you are used to a set of processes and tools. And when onboarding doesn't take that into consideration, there's a lot of frustration. So best practice, we work closely with our experienced team and we try to customize as much as we can onboarding, adding additional training sessions. So some trainings that we're not doing for new hire, we are doing those transactions, putting some office hours to allow those team members to go into smaller settings, ask additional questions. A lot of information needs to be available later. So we build an intranet where they can go later and find all those comms or information that was available for them day one. But definitely customize as much as you can. If it's a two, three, People or hire a little easier to pull them through the usual onboarding process. But if it's 100 people coming, 200, definitely take the time to work with your experienced people. Your people leads, your internal comms to build the onboarding and before you deploy it, make sure that their people lead and if they have an onboarding team, have a chance to look at it so that they can allow you to customize the wording that comes to the team. To bring in a team from Germany and you were maybe a US based company, you have your onboarding, maybe you want the HR person to look at and see how some of your phrasing will actually resonate to them. And that really helps. Even how you sequence some of the onboarding sessions to make sure that they really get the right information at the right time. Have at least a session that explains the deal rationale, the plan for the future. Those are not things that we do for new hire, but for acquisition employees. They need to hear those. Why do we do that? What's in for me and what's available for me now and what's changing that.

Sounds like that would be the key part because one I've noticed we're getting better at the press releases for M and A so there's a better public story. I think every company has gotten a lot better at that, which is good. It's not like this M and A happens. People like are trying to put the pieces together and figure out why the comms department lays it out and said, yeah, there's some actual real strategy behind this. And then it sounds like when you have this activity of bringing the people into the organization that you hash that out, you click down, maybe provide some additional details. Is that the goal is to keep them engaged and motivated around this big rationale for doing the deal, or is it more of the preparation of hey, we are going to go through this one way or not, let's figure out the best way for us to work together. What is the framing around that?

It'd be a combination of both. It depends the type of transaction it is. But as I said, it's news for them. So really thinking about the person and say, okay, what does it mean for them? Because some of them joined the target company maybe for a specific vision. Now with the acquisition, that vision emission could be changing. So taking the time to explain to that will at least cater to that population and providing to them like what's next for them? The thing I'll say, don't know. It's okay to say we don't know yet. We thought it was a good match. We are working through the details and we're hoping you're going to stay with us and we give you as much information as we have that helps. That's much better than saying nothing. Because when there's nothing said we all human being we start analyzing things we're seeing and hearing and making our own assumptions that can result into hey, this is not a place for me. If we have explained the vision vision we have even said okay, we're taking three months to figure out. I could be patient for three months and say okay, you know what? I don't know. I'm going to give you the benefit of that and see what's happening. That was not the company I joined. But there's few things that seems interesting here and I like what I'm hearing and I'm going to be part of that. That rebuilding effort. The comms is important. The onboarding needs to be customized especially for strategic transactions. For talent deal it's much easier. It's a talent that come we make pretty much you come into work on specific products on specific projects. So it's much easier to onboard them a little closer to your usual onboarding process. But the more TLC you put there, the more people feel like they're being seen, heard and they will give you the benefit of that. When you're trying to figure out your plan if you haven't prior to close.

How do you balance this when you're doing the large integrations and you're still trying to give that TLC or attention to people like how do you keep it from getting diluted? You're trying to provide the intimacy which wouldn't be hard to do with a small aqua hire. But then if you're bringing in hundreds plus people I think it's hard to get that you can't talk to them individually. How do you get that level of intimacy to show that you actually care about the people?

It's more challenging. But definitely communication top down is important. Really trusting your cross functional partners because you as an integration you cannot talk to all of them. But you have now some people who are within the finance organization, the IT organization, the audience organization. So if those messages have been clear to those leaders they can convey them and understand that hey, this team is coming. We have to take a little time to explain some of our processes to be available for training because are flipping some of the processes overnight. Taking the time to onboard them is important because they did not have the time to really do the research journals and constantly, you know, we do surveys. So making sure you can do some surveys at different times to at least hear from the team and have the key stakeholders available to review the results and take actions as appropriate.

Do you work with vendors in any of this stuff?

For larger transactions, be helpful to use advisory services because again you might not have seen some of those cases that they might have seen. So they actually bring you that knowledge and allows you not to make mistakes or take a longer time to figure out. While they might have seen that on several other transactions, so that's helpful. And on largest transactions you might not have the bandwidth because you cannot build an integration team waiting for $20 billion acquisition waiting. If you don't do those every two years in the the nick of time you might need to expand your team. And those advisors will be very helpful because usually they come with knowledge and specific functions so they can really help supplement and bring the additional. Oh, we've done that before. I've seen that another transaction. This is what you have to do first and these are the risks that you should be aware of. And maybe these are the solution that you should look to put in place.

Seems to be the thing corporate M and A. If it's a bigger transaction, you tend to lean on some external resources. But if it's more smaller stuff, it tends to be managed in house.

That makes sense because if your team in house, they know your culture, they know your processes.

What's the hardest part of running a people focused approach and integration.

People. I say people because nobody comes. If you know a handbook and it's difficult, you cannot please everyone. Sometimes you don't have all the answers at once. And the larger the team, the more challenging it is because you have bigger different issues coming from different pockets.

Give me some tips and tricks. How do I not screw up my integration when I do my first acquisition for this company?

Be prepared as much as you can. Use outside resources you've never done, you don't know how to do it. There's no shame on having advisory service wrap down some of those within your team. Your cross function work as tight as possible and keeping your eyes on the rationale of the transactions and really sharing information and really flagging issues as they come up. Because it's one issue that coming up for maybe payroll, but maybe has implication on other systems. So making sure that communication will down to be able to function so that we can all resolve. That's why the integration team comes handy because we are in the middle of all those conversations. So we can put in the stakeholders as needed.

That's great. I'll keep that in mind. Marilyn, what's the craziest thing you've seen in M and A?

The most shocking one, I think was earlier in my career, I think we did a transaction and we were already day one on site to welcome the employees and give the offer letters and everything. And everything was perfect until we asked. John Doe did not get an offer and the HR leader and I were like, who's John Doe? He's one of the employees. We never heard of that employee. That was quite interesting because that employee was nowhere on any document because he was a part time employee who was coming a couple of days a week. And then remember that employee because that day we're on site making offers was the day that employee was there. So it was quite interesting. At least it was an Olympic something could solve quickly. But the HR leader and I were just looking at each other. How do we reach something? It was nowhere. They didn't mention it because I was working a couple of days here and there and I guess when the list was being put together, there was not one day I thought about him. So that was interesting.

Anything is slipped through cracks in M and A. Yeah. Well, this is a fun conversation. I'm glad you took time to chat with me and teach me a few things about M and A integration. You're helping me become a better M and A scientist.

Thank you for having me. It was a pleasure being here.

My pleasure. Cheers. And here's to the deal.

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