The Back-Office Surprises Nobody Warned You About When Going Global

A few months ago, M&A Science surveyed corp dev teams across the industry on how they're navigating AI in their deals, whether seeing traction, whether or not, and where they think this is all headed. On August 18th, I'm presenting those findings live at the Buyer-Led M&A Summit for the first time before the report is released to anyone else alongside a very special guest I think you're going to appreciate. Beyond the data, you'll hear from corp dev leaders on what shifted and how they run deals. And Dealroom's team is unveiling something new that's worth sticking around for. Every registrant gets a free copy of the State of AI in M&A 2026 report the moment it drops. This event is free, virtual, 11:30 to 1:30 Eastern on August 18th. Register at dealroom.net/summit or the link in the show notes. Again, that's dealroom.net/summit. Now back to the episode. I'm Kison Patel and you're listening to M&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&A deals. Hello, M&A scientists. Welcome to the M&A Science Podcast. This show exists for one reason: to learn from the best practitioners actually doing M&A, not the consultants and the academics talking about it. We track down the top operators in the world, get them on the mic, and pull out what's really working. Then we turn what we learn into frameworks, playbooks, and the only certifications built on real practitioner experience, not recycled textbook theory. That's the whole engine behind Buyer-Led M&A, the operating standard for buy-side deals where the buyer drives strategy alignment and value creation from day one. If you're serious about getting better at this, check out the M&A Science Certifications at mascience.com, built from over 400 of these interviews with practitioners who've actually closed the deals.

Let's jump into it.

I'm your host, Kison Patel, Chief Scientist at M&A Science. Today, my guest is Jennifer Lipschultz, Senior Director of M&A Integration and Corporate Project Management at ECI Software Solutions, a private PE-backed SMB cloud software company serving 25,000 customers in over 80 countries. She's run integration on over 20 acquisitions, including deals where the target employees didn't speak English. Banking systems that didn't cooperate, and the back office lift was nothing like what Corp Dev anticipated. Today we're covering cross-border back office integration surprises, language risk beyond the obvious, benefits harmonization, and work councils. Jennifer, how you doing today?

Fantastic. Thank you, Kison Patel.

Hey, thanks for taking time to have a conversation with me.

Can we kick things off with a background about yourself?

First thing I explain to folks when they meet me is my background's mechanical engineering, and I mention that because it explains the very methodical way in which I approach problems and my work. I moved into doing mechanical engineering for Motorola, and I discovered this field called project management, which I thought looked really fascinating. Jumped into that, and fast forward, after I left Motorola, I went to a hospital company and my role was to open up micro hospitals across the country, and that company formed joint venture partnerships with bigger hospital brand names, and some of those partnerships provided to the company that I worked for some kind of ill-performing freestanding ERs. And I mention that because that was my foray into M&A. What I would do is I'd walk through these freestanding ERs with our chief medical officer, and we have to start to decide which procedures we're going to continue with, which ones we were going to discontinue, which new ones we were going to introduce, what, if anything, we wanted to do about the floor plan of these ER spaces. From there, I started getting into 100% M&A work with an anesthesia practice, and that led me to ECI Software Solutions, where I've been for over 7 years. I feel like it's a bit full circle back to my Motorola days in the sense that, you BCI is a software company, much like Motorola, both hardware and software company. I really like working in the tech space and back to working globally.

I'm still stuck on the mechanical engineering background, and it's a good reminder because I'm going to go home and remind my kids on why they should get a degree in engineering. Can you tell me why, what my message is to them on why they should get an engineering degree?

I think that it has opened up doors to me that are really helpful. You learn how to think through problem solving, you learn real-world applications, and that foundation you can really parlay into a lot of different careers, as I did into project management. I in fact have a child who got her— both her undergrad and master's degree in engineering as well. And she's just accepted a job in consulting. So, it can really take you in a lot of different places, and I think it's a great foundation.

It's actually way more versatile than you'd think it is.

How has it helped you in M&A?

Just the whole logical thinking structure has allowed me to be a very successful project manager. I kind of go back to in my sophomore year of high school and working in geometry, and you had to do those proofs. And everything was very methodic. It was like a layman's version of even computer programming. That structured approach is extremely helpful when you are a project leader leading M&A integration because you have to go from the day of close all the way through full integration, which follows a very logical step.

A lot of these fundamentals and the problem-solving approach just carry, like, right over.

It certainly has.

One of the things that you mentioned in a prior conversation is this term like fully absorbed. What does that mean when you actually talk about integrations, deals that you're working on at ECI?

As I mentioned, I joined ECI about 7 years ago, and at the time, ECI was 20 years old. And it's my understanding that up until that point, ECI had more of a holding company perspective. They'd buy companies and allow them to operate independently. And I'd say roughly 2 years before I joined DCI, they realized at some point you hit a tipping scale and that's no longer scalable. You can't effectively run a company if you have, for instance, 6 different HRIS systems and 6 different ERP systems. It just makes reporting and operations really difficult. So about 2 years before I joined, they took the initiative to introduce a single ERP system and a single HRS system. And then the next logical step in that process was to bring someone like me on board, whom they never had anybody in that role before, to oversee the integration of their acquisitions. Because now, instead of them being separately run more or less as their own holding company or as their own standalone company under a holding company, they needed to fully integrate them including moving all of their data into our ERP system, which is predominantly what I mean by full absorption.

Literally full absorption. And that was— it sounds like a pretty transformative model from what the organization was previously doing.

It certainly was. And in addition, while I have emphasized the data migration element of it, there is the people side as well. So all of the individuals that we acquire from our acquisitions are in a myriad of different functions. HR, marketing, accounting, finance, product development, et cetera, and they all end up reporting into their respective functional leaders under ECI Software Solutions.

That's a big change. Can you give me the playbook on how you would make that kind of transformation for another organization in that same situation?

Certainly. It starts before close, and we take a look at the employee census and spend a lot of time on the org chart and trying to understand really the roles, responsibilities of each and every person that we are acquiring. And that's more or less doable if you're acquiring a company of about, say, up to 50 to 100 people. Getting that level of detail when you get up to 300, it's a little bit more challenging. But literally, if we can, we have a call or several calls with the leadership and ask them to walk us through exactly what all of these individuals do. Then we'll have a follow-up call, really to test the waters and make sure that we fully understand and ask questions about what the roles and responsibilities are of each of these individuals. And then what we do is we go back and we develop what we suggest is our reporting structure on day 1. We run that by the leadership of the target before close. And then once we get aligned on that, then I go through a process to make sure that the leadership at the target tells their employees that they're going to be getting new leaders. Sometimes, of course, it's like the day or two after close based on whether they're in the inner circle on whether this deal is happening or not. And then I make sure and follow up with all of the individuals on our end, because I might be working with our functional leaders But the folks from the acquisition might be reporting to a few people layers down, so I have to make sure those individuals are all aware they're getting new people. And then I make sure that there is a welcome meeting between their new ECI leaders and those acquired employees. And then I give the ECI leaders a script of things to make sure that they cover with their acquired employees, and it includes things like, especially because we're We work in a remote world for the most part these days. I try to send— ask them to send out gift cards for lunch because we used to have a policy before COVID you'd have to take your new employee out to lunch and we can't effectively do that to a large extent anymore. So I ask them to at least give them the token gift card to have a meal, make sure that they understand benefits, make sure that they understand how to log into their ECI environment and all of the typical things that you would do for an onboarding. New employees?

You start off with just the employee census, understanding the org chart that helps you understand the roles and responsibilities, confirm it with their leadership team. And then you have your proposed reporting structure that you also confirm with the leadership team. And then from there, you build out the comms sort of strategy and plan, you get aligned with the leadership team on, and then they execute on it. And this also cascades some levels down. And then you take this into an actual day one, bringing the people over and getting them excited about roles and what's coming up next.

That's it.

That's a huge part, especially I like how you just emphasize all the people orientation right off the bat. And then I take it there's like a, the tech and systems that probably parlay underneath all this.

Absolutely.

But is that not on your plate? Is that sort of, hey, let the IT folks figure that out? How do you make the change over there as well if you're trying to centralize that into one ERP system?

It actually is a very deliberate process, and no, I can't just let IT work in their own swim lane and do things in their own manner because, especially if we are acquiring employees in the US where they have to sign up for benefits, in order to sign up for benefits, they have to have IT access. So also, before close, I have one or several calls I make sure I include payroll, because our company that reports into finance, HR for the benefits component, and then IT. I make sure that all three of those departments are aligned in terms of what is our plan for the timing of when we're going to be putting those employees onto ECI benefits, backup, when does that mean that those employees have to have IT access. And along with that, sometimes we put them on payroll at the same time they're on benefits, sometimes at a different date. That can also drive the timing of when we need to move the employees into our IT systems.

You do got to coordinate. It's a very cross-functional effort. And then that kind of allows you to build that roadmap for when all those IT activities are going to happen. So they'll probably prioritize the important stuff, like obviously porting the payroll over and those things, emails, all that fun stuff, and then probably long tail the bigger systems.

And then all of that has to be coordinated with our comms team. 'Cause people, you can probably imagine, Kison, if you're a newly acquired employee and you hear on day one that you're gonna be moving to a new company and you're getting new benefits, maybe 15, 20% of the information that's shared actually gets absorbed. It's very important to follow up those communications with writing, which is why we need to really bring our communications team in to make sure that we follow up all of our verbal communications and our onboarding with documentation that explains all of the details.

That's a big important point, having a clear com strategy because you do need those multiple touchpoints in different formats to get the message across. Let's talk about the fun stuff. You've done these cross-border deals. What breaks first when you buy in a country that you've never operated in?

A couple of things. The Netherlands, in Sweden, we were surprised that at the time that we acquired our company, it was one company that had operations in both of those countries. And they were introducing some electronic invoicing formats which were required, as far as I can understand, to make sure that VAT taxes were properly submitted to those governments. Again, that was another set of modules that we had to acquire and install and test with our ERP system. We also had to get a third party involved as well. To get that all set up. Some of the things that you just don't think about from a back office perspective can be real material things that you have to put in place.

Yeah, these are hurdles.

I guess, what is the net cost or slowdown of this? Sounds like you gotta pay for more software and things like that, but where do you see the real surprise in terms of cost and time?

The material cost element has to do with, as you mentioned, paying for more software, perhaps engaging with some additional third-party services to help facilitate some of these processes. And then the opportunity cost of the other efforts that some of these employees that are having to put some of these systems in place at ECI, they're not able to focus on other activities. One thing I'll probably mention, which I'm sure is no surprise to anybody listening to this, M&A is not a 40-hour-a-week job. Nor is the effort that's needed from those who support the M&A process in the wings. So honestly, I work with some really terrifically committed, highly work ethic individuals. Probably a lot of the cost just has to do with some late nights, early mornings, and weekends.

That's true. That's the thing you sign up for is some real commitment to getting these deals through. And that's like being ready for these kinds of surprises that pop up. Which I love your examples. It's like firsthand, like how could you plan for this type of stuff? The other one, your diligence says all employees speak English. How often is that actually true?

We acquired back in 2019, a pretty sizable company in the Netherlands at the time, the size of ECI. They added 20% to our number of employees. You know, had a number of years of relationship with that acquisition. Come 2023, 2003, I believe it was, we acquired another company in the Netherlands, had about 100 employees. I like to do a lot of my homework. One of the things that I just typically do is I try to learn about the culture of the countries in which we're going into. And there's something called an EF English Proficiency Index, and that says that the Netherlands has the number 1 English-speaking proficiency out of any non-native English-speaking country. And I would say from my experience and all of my fellow employees at ECI, based on the acquisition that we did back in 2019, that was the case. So this new acquisition comes along and I go over there and our CRHO is over there and we're doing a formal in-person welcome to everybody. This acquisition happened to have 5 or 6 different locations. I went to all of them. I met with everybody in person. I come home and I get a request to fund English proficiency for business classes for these folks, for this new acquisition, which all of a sudden started me thinking, well, how much of what I just spoke to these people in person, how much did they absorb if they're now asking to get English for business classes? And so by and large, the net-net is new acquisition was not as proficient or maybe they weren't as comfortable with English. That was really an important lesson to me now in going into new countries. You can't take for granted the experience that you had with the individuals at your existing acquisitions in those countries. That doesn't mean it's going to exactly parlay into the same experience that you're going to have with your new acquisition.

Wow.

Yeah. That's like one to overcome if they don't speak the language as you anticipated. Could you walk me through the full language lift on the customer side of what actually has to change?

While I mentioned a lot of people in the Netherlands are supposed to be able to speak English, our experience has been, especially customers, we focus on small to medium-sized businesses, a lot of them are not very comfortable with English, but at the time, our systems at ECI were not fully integrated, so we had the luxury to be able to introduce Dutch language into our different applications on a more leisurely basis. Fast forward to when we bought this company in Germany in 2025, and all of our systems are fully integrated. What this meant is when we come up with the timeline of when we're going to go live in our ERP, in our lead gen system, in our support system, in our professional services application, that all happens on the same day. So on top of now doing all the data migration, which we typically do to get all of those systems ready for go-live, we had to layer on top of that getting German language set up in all of those systems. Specifically what that meant is starting, if you kind of think about it through the customer journey, so starting from trying to get a lead, of course, we had to create a German version of our website. We had to allow German language and be able to process German lead forms from our website that would then feed into our lead gen system. Then we had to also allow for customer documentation in terms of the contracts and the order forms and get those in German. And then we had to make sure moving into the support side, we had a support portal that supported German. We had to make sure that we had knowledge articles that were in German. We had to send out customer surveys. Hey, how did you like your customer support agent? What's your NPS score of ECI? All those surveys had to be put in German. And then we had to do all of our invoice templates had to be in German. As well as our billing portal and all of the automated notices that get sent out from the billing portal. Hey, you're 30 days late on paying your bill. So there was pretty sizable lift to put all of those different systems and get them all ready on the same day in a new language. Wow.

You had to refractor a lot of your integration approach to accommodate for this new language. Did you know about, like, how much of a lead time did you have to get ready to do all that?

The nice thing in my working environment is we buy a company, And then sometimes the acquisitions stack up pretty closely to each other, depending upon external factors, they might be a little bit spaced apart. The point is, we don't have a cookie-cutter approach that says 90 days after you buy a company, they have to be on our systems. We can set that schedule depending upon what's on everybody's plate at that time. So, knowing that we were gonna have to do some German language introductions, we set our own deadline. I feel like it was about 6 months we gave ourselves to get all of that put together.

That's pretty good. That's a lot of work.

While there's a lot of automated translation tools that are available out there, the individuals from the acquisition were extremely supportive of this effort because they wanted to make sure that we were pitching ECI's products in their local language. They had to take it upon themselves and they spent their own time and hours, probably weekends and evenings, proofreading all of the automated translations. So you can't just take— maybe it's fairly obvious, but you really cannot just take the automated translations as is. I had thought that it was going to be more accurate than it was, and I was, I'll say, very surprised at the number of edits that we did get back from our native speakers.

Wow. Yeah, that's fascinating. At least they were on board. I, it was a collective effort for them to say, hey, we want to do this right, so we're going to lean in and make sure the AI doesn't mess up stuff.

Let's go back to India.

Before you could even open a bank account, you had to unravel the legal entity. Can you walk me through what that looked like?

In this particular acquisition, the India entity that we acquired was reporting into their US entity. And we wanted to take their US entity and put it under our US entity, but we had to do something. We couldn't keep this India entity where it was. So that's just a little bit of background to explain why we had to create our own India legal entity. And in the process of doing that, then we had to do some work called an amalgamation to basically dissolve the India entity and create our new one. And that again is timed to happen at the same time that we go live in all of our systems. That gets pretty challenging when you're working with bank accounts. First of all, we have a global banking provider, and even though we have a great relationship with them, you have to still go through this KYC process, know your customer, with every new bank account that you take out. And that's a very lengthy process. Once you take out that bank account, then you have to do a bunch of configuration to integrate it in with your ERP systems and other third-party applications. Certifications, and then you have to do a whole bunch of testing.

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Tough to make those kind of changes. It's not like here in the US where you can put an hour, get things done like that. Yep. Swedish expense reporting. You said you needed a PhD to break that down.

So we work with Concur, and at the time they had some very nice articles that they made available on their website. I tried to find them fairly recently and I couldn't as easily find them as I could a couple of years ago. I was really grateful that they had this documentation. I happen to still have it downloaded. So in rereading it in preparation for today's discussion, about half of the loops you have to jump through when you're doing employee expense reimbursements in Sweden. And I've noticed some elements to this in other countries, but Sweden, as far as my experience, is front and center in terms of some of the most challenging. About half of the requirements have to do with when you go out to dinner or you're getting a rental car, if it's in country and you're paying that tax, the company that you work for can put in submissions to reclaim that VAT tax. So about half of the challenges and the documentation in Sweden with expense reimbursements has to do with properly documenting the VAT tax that was paid so that you can recover that at the end of the year. But the other half is all about, there's some government per diems that they specify whether you're traveling domestically or internationally. Okay, but then they break it down further. On your day of departure or your day of return, you get a portion of that per diem based on what time of day you leave. And if you are going internationally, whether you get the domestic per diem or the international per diem depends on in which country you're spending the most time. Furthermore, if the company you work for, let's just say the per diem rate from the government was $105 US, the equivalent of, and that's supposed to include your meals and your hotel. So that's not going to take you very far. So if your company says, hey, you know, if you spend $300 including your hotel for the day, we'll reimburse you for that, but the delta between your $105 and $300 is taxable income. So there's just a lot of these very specific rules that you have to follow with Swedish expense reporting, and companies like Concur exist to help you through that. But once you get it set up, then you have to maintain it all, and then there's all this reporting you have to do to the government, which is an added expense that you layer on top of your daily operations that wasn't necessarily expected.

So as an employee, my reimbursements become taxable income?

Yep, if it's above the government per diem.

Wow, at that point you'd want an expense card so you can—

yep. Oh, and there's another element to this too. If your hotel pays for your breakfast, or if you go into the office and your lunch is paid for, the per diem is reduced by certain percentages, 20% for breakfast, 35% each for lunch and dinner based on those meals that were provided to you.

That's interesting. It sounds like there's a lot of surprises and unique challenges if you're venturing into an acquisition in a country you haven't done a deal in. When you look at just acquiring in a country that you're already operating in, does that necessarily make it automatically easier?

Not necessarily. We've had some experiences in Europe and also with India where we had to do something called harmonization of benefits. So the difference being in the US, if you, Kison Patel, were to join ECI as part of an acquisition, we'd say, great. We'd look at your company's benefits, we'd look at ECI's, If there's a disparity between them in the favor of the acquisition, we do some sort of bridge, but by and large, you'd have to move over to ECIS US benefits. In Europe and India, however, there are employment agreements that are signed and they lock in what your benefits are legally. When we had acquired that Netherlands company in 2019 and then the next one in 2023, those companies had disparate benefits plans. And we knew about this going into close. This was not a surprise to us. But, well, let me parlay for a quick second. We had an opportunity to decide that we were gonna keep the existing acquisition and the new one on separate legal entities. And had we done that, we could have kept them on separate benefits plans. But what we wanted to do with the new acquisition is actually move those employees into the same office that we already had from 2019. By putting employees under the same roof, it creates a lot of friction if you have people working side by side that are on different benefits plans. So because we made the financial decision to close all of the offices for the new acquisition, move the employees into our existing facility, we knew that we were taking on this harmonization of benefits plan and project. So what that required is we did get a third-party consultant to help us through that process and provide guidance. But ultimately, we had to decide what the new benefits plan was going to be that was going to apply to all employees. Then that existing company that we had in the Netherlands had a works council. We had to get them involved in reviewing this new benefits plan that would apply to everyone. And then all of the employees had to sign new employment agreements with their new benefits plan. So So there was a legal component, an NHR component, working with the works council, engaging with a third party. That was an effort that we did in the Netherlands. And then in India, we had bought one company around May of 2025, and then we bought a second one in about September, October, and had to do a similar process of harmonizing those benefits between those two acquisitions as well.

A lot of HR-related challenges you had to overcome. 'Cause even, it sounds like work council, and then you're planning to let go of people, like that's definitely gonna be a big thing you gotta really pay attention to ahead of time.

There's a lot of things I really enjoy working about ECI. By and large, the majority of our acquisitions are centered on acquiring talent, acquiring products. By now, our company has about 70 different products. In fact, this background behind me, it is a picture, but from our acquisition wall. By now, ECI is 27 years old. I've helped acquire over 20 of these, and these are all squares of what the logos were at the time that we bought these companies. And when you have that number of products that we maintain, you need to retain the intellectual capital of the employees that know about these products. By and large, headcount synergies are not typically or generally part of our deal thesis. We are very much focused on our customers and maintaining and, in fact, elevating the product development and the support that our newly acquired customers receive.

Yeah, that's a good point. So maybe it's pretty minimal. It's more like back office type of stuff you might integrate more directly, or is it looking at areas where you may want to do like a reduction in workforce?

No, a lot of what I focus on, we have a fantastic HR team and they take care of all of these, like the harmonization of benefits, and we have a fantastic legal team and they take care of a lot of those things. My efforts are really focused on getting all of our systems set up for this ultimate go-live. So I work very closely with our marketing team to get our lead gen set up, to get the website set up. If we're going to be moving them to our website, we take a look at SEO and want to make sure that we're— we make a decision if we're going to keep their website or going to move their content over to ours. Work a lot with our operations, our sysops team, making sure getting all the accounts and contacts moved into our CRM, working on the pricing strategy, getting all the pricing set up, which has two components to it. Most companies have— they've changed their pricing a couple of times, so we have to set up all the legacy SKUs and pricing so that we can still invoice their existing customers. Then we have discussions on what do we want the pricing to look like going forward. So getting that all set up is probably, to me, some of the most interesting type of work. Then we have to move the support system, make a decision if we're going to be moving in the historic support cases, what are we going to be doing moving the professional services team into our PSA tool, and then we have a whole community portal and making all the knowledge articles and content available to the newly acquired customers to us. So that's where I spent a lot of my time is coordinating all of those different departments to get all of those systems moved over on whatever day it is we decide we're going to go do that.

That's like the back end. Then you think of the front end, like the actual employee experience, because you are onboarding all these new employees from acquired business that didn't choose to come work for ECI. How do you sort of finesse and ensure they got a good experience that sets them up for success?

A couple of things come to mind with that. One is to really try and show empathy. And I start off with most people take their cues from their managers. I spend my initial energy with a newly acquired company on the leaders of that company. Those leaders might, on day one, they themselves might no longer report into, say, the former CEO. They themselves might now have a whole bunch of new ECI managers, but yet their teams are still generally reporting to them. What I do generally within the first few weeks of an acquisition is I take those leaders through what I call a change engagement session and I walk them through all of the changes that they and their teams are going to see at ECI. I do that for a couple of purposes. One is, if you're an employee and you're looking at your boss going, "Oh, they're changing from Google to Outlook. They're changing from Slack to Teams. We're making all kinds of changes." you might be looking to your manager going, "What should I be thinking about now moving from Google G Suite environment over to Microsoft 365?" So, if you, the manager, were unaware of this, you're not going to be prepared to be able to answer those questions. So, that's why I walk the managers through all of the changes they're going to see from beginning to end so that they can have those conversations with those employees. Then I ask those managers to rate each of these changes as I describe them is green, yellow, red. Green meaning what we have to offer is better, yellow meaning it's status quo, red meaning is worse. Then let's talk about the reds. I can't do anything about the reds, generally speaking, but I can explain the why. So that's the second important thing when you're really trying to get employees who didn't choose to be a part of your company on board with the changes— explaining the why behind it. They might not agree with the changes, but if they understand the why behind it, that's going to go very far. Then the third element that I do, Kison, is after that initial change engagement session with the managers, I kick off every 2-week calls with all of the employees from the acquisition. I invite an HR leader or 2, depending on the org structure, to join those calls with me. The purpose of those calls is to give them the roadmap of what we're doing from an integration process. I give them an opportunity to ask questions, and I've gotten a lot of fantastic questions out of those sessions. When you're a new employee, you get— start to get emails from individuals. In this day and age, you don't know if it's a phishing attack. You don't know who these people are. So I go through all of the corporate communications in the past 2 weeks and explain, yes, these you should be paying attention to. Here's the purpose behind these. Here's who this person is and why you should be paying attention to what they have to say. I try through those sessions to build a rapport and a relationship with all of these acquired employees by giving them an opportunity for two-way communication, hopefully making them feel like they have a voice in understanding what these changes are and why they're happening.

I like how you frame this as a change engagement session. So this is where you're meeting the leadership team, you're talking to them, you're going over what are the changes that you're planning to make. You're also getting feedback on these changes. You have that green, yellow, red, like on board if they got some things and they got some big concerns. And you also, the big thing, one, you want to get the feedback, but you also like address why you're making these changes, really put that in there. And then the other thing you also do is these all-hands meetings every 2 weeks. You have somebody at HR included in there, but then this is where you're going over the roadmap of the changes. Answering any questions. So they got open forum where folks can get answers, open dialogue, communication. Then you're also reviewing the comms that went out so that there is some clarity. I guess this goes back to our theme earlier about the multi-touchpoints on the communications. Does that sound right?

Did I get it all?

You did. You got it all.

All right. I got a couple of good frameworks out of you today. We kind of got the— how do you move from partial to full integration? And now we sort of like setting up the day one part of it. Your value prop is scalability, but what bespoke processes go away? How do you deliver that without blowing up trust?

That's a really nice follow-up question to the last one. A lot of these small companies that we buy have very bespoke processes and systems. A point of conflict that happens quite frequently is within their CRM system, they have a lot of very unique fields of data that they're collecting. I don't have a place with that data in our system. I have to tell them, and we're not going to have a place to put that data in our system for a couple of reasons. Number one, scalability. As I mentioned, we have 70+ products. We're in 80 countries. We cannot— if we acquired our 71st product, We're not going to be putting in processes and data fields for 1/70th of our customers. You have to give them time to go through that process themselves. And while I might give you as much information, I can give you as much of the whys, but you might go through that change process in 3 days and decide you're on board. Your colleague might need 2 weeks to go through that process and absorb that information. And allowing people space to get through that on their own rates is one of the most valuable things that I've learned in the past 7 years.

You seem like you're pretty good at like sort of intermediating and figuring out a good common ground. I wanted to get a sense of that, like from your experience, 'cause you've done this. I'm sure there's a whole learning journey that you've personally gone through. I want to get a little bit of that secret sauce. I hear so many of the other stories, these integration gone wrong. People want to blame culture all the time, but I'm like, there's a fundamental breakdown of communication that happens. You can't just say it's the culture. I wanted to get a sense of what's your approach that you keep this together. And you're mentioning some of the good elements when you talk about empathy, you talk about these really driving in the why and these elements. And I just wanted to just hear that.

I'll go back to that change engagement session that I mentioned. And there is another reason why I feel that those are very important, and especially if I can hold them in person. That's where I start to build relationships. I know what's coming for these leaders. I know what's coming for these acquired employees. If I invest in that relationship capital upfront, it's a lot easier for us to have a real conversation 3 months down the road and say, hey, listen, I gotta take away these data fields. We've gotta change your processes. You're gonna have to start working in these new systems. It's a lot easier to have that conversation if you already have a good relationship with those individuals. So I'd say that's really maybe my secret sauce that I try to really invest in the people so that they know I'm not just some person from corporate coming down on high that isn't paying any attention to and doesn't care about their existing processes and systems. I try to show empathy for what their existing processes are, and I try to show them the bridge of what they're going to have to follow if they want to be successful here at ECI.

So, 20+ integrations, what are corp dev teams still underestimating on cross-border deals?

The amount of effort it takes to stand up new languages. There's a lot of global companies out there and maybe people are thinking, especially in this day of AI, that you just push a button and you get everything translated, but as I mentioned previously, I was pretty surprised at the number of edits that we had to the machine translations that we got and the fact that there's so many different systems that we have to get stood up in those languages and have it all happen on the same day. It's a lot of coordination. I work with a terrific group of people here at ECI, and there really hasn't ever been a challenge that they haven't been up for. When and if we get the opportunity to introduce one or more languages, I know that I have a great team that will work together with me to make it happen.

Yeah, that's true. The language thing is huge. I remember just doing a new customer and having to accommodate for it. So senior leadership team says, "You'll figure it out." How do you make that cost visible? And that's another one, I think, on— you just think of like cost of integration that I'm sure you've seen evolve in terms of how you handle it, but I'd love to hear about that.

I have a real great benefit of being able to present to our SLT monthly. That is a gift that they have given me of their time. They are a terrific group of people. They listen. Well, I send them a pre-read first. Some of them, if they can't make it, will send me questions in advance and let me know that they can't attend and we'll correspond on their elements through email. But during the meeting, they come prepared with questions. If we get into discussion about something that maybe I know the 50,000-foot level of it and they want to drill down a level deeper, they're right there on Teams and they're immediately reaching out to folks and trying to get the really, really, if you will, behind these things that I'm sharing with them. Ultimately, all of these surprises that I've mentioned thus far, I'll share with them and I'll share with them the solutions. If there's incremental costs associated with it, that's obviously shared in these meetings as well. And by and large, as I've mentioned before, there really hasn't been a challenge that we haven't been able to overcome. It's a team effort. Between the folks that are working with me in the functions and our senior leadership team, we've been able to get it all done.

Get a seat at the table.

Yep.

Is there something— like, there's probably somebody listening to this that is like, I wish I had a seat at the table. Is there anything— I know you're gifted to it. Is there a way to fight and get the seat at the table if you don't have it?

One thing that I advise particularly younger folks in their careers, Rome wasn't built in a day. So if you don't have a seat at the table and if you don't have the ears of, say, your senior management and you feel like that's important, decide that it's a marathon and not a sprint and decide how you want to build your street cred. Decide how you're gonna build trust. And maybe you pick one leader and then you grow that to two and then you grow that to five and then you grow that to the 12. I just kept doing a great job at doing the integration work built a very good name for myself. And then it got to the point where I was asked, "Hey, you should be reporting on this every month to all of us." I was like, "You got it." Trey Lockerbie: One of the things I thought was interesting, you mentioned that you opened up everything in the data room.

Can you tell me, well, besides why you do that, but I'm sure it's a good thing to do, but can you tell me a time where it actually made a real difference on a deal?

Lauren Templeton: They put a lot of effort into that. And if they feel like people aren't reading it, Gosh darn it, I'd be pretty angry too. So that's number one reason why I go and really open up everything in the data room. But number two is especially after 7 years, I kind of have a list of things that I look for, some things that I want to keep my eye on. I guess the third reason is you never know what you're going to find. But one specific example that I can give you was, I don't spend a lot of, certainly tax stuff, articles of incorporation, a lot of financial stuff, we got teams that take care of that. I will open up the P&L and I'll just look at the expenses and see what's in there. And in this particular case, I saw something on there that had kind of a funny name to it. I thought, what is that? And I realized I'd seen that name in a list of logos. And it caught my eye in the list of logos because it was an interesting, you know, it wasn't the name of the company. So then I went back to the data room and I'm searching on this term. Come to find out that this term is how they branded their biannual customer conference. This is material because ECI has a biannual customer conference. And in particular, if it's in a year in which we have our conference, then we need to have a conversation about, have you committed? Have you sent out invitations? Have you signed a contract with the venue in which you're going to be having this? Because if we can, and if you have it in their budget, that's an easy synergy that we could just say, hey, We're gonna nix your customer conference. We're gonna invite them all to our conference. Or if they've already committed to it, this is material because then we have to get into conversation of who's orchestrating this. Is this work now that we have to ask our trade show team to now take on? It might sound like it's pretty much in the weeds and it certainly is a material to whether or not we're gonna buy the company, but from an integration perspective, which is my swim lane, these are the things I have to pay attention to because I have to care for all of these details and make sure that all of these different functional areas are talking to each other with respect to things like a customer conference.

Those are great things to pick up on and one you can— and built in your integration plan and actually get some additional value.

Yep.

What does a pre-close global integration checklist look like for an SMB acquirer?

So pre-close, to kind of summarize some of what I've shared here today, and I haven't really hit on this a whole bunch, I mentioned doing some of your homework beforehand. You can look at employment laws in a new country. You can look at potentially what are taxation requirements, employee expense requirements. You could do that homework yourself. AI is certainly gonna be a tool that you can use in a more conversational manner to ask it to help you understand what are some risks, what are some challenges if I'm doing business in a country for the first time that wasn't available to me. Through most of this time. So I would say, number one, that specifically to build on some of the things I've mentioned here today, if you're going into an existing country, don't take your experience with your existing acquisitions to be that it 100% represents the experience you're gonna have with the new acquisition. There might be different language skills, the harmonization of benefits is certainly an area to consider. And if you're going into a completely brand new country, I mentioned employment laws are certainly important. A plan for taking out new bank accounts, I don't think we spent a bunch of time on, and certainly credit cards. We've been surprised by some requirements around the length of time to take out the bank accounts and what's required for credit cards in new countries. Data laws. We've had some great legal team and IT experts who have been aware when you go into new countries, based on where the servers are located, you may or may not be able to have customer data. You may or may not be able to have employee data on servers in different countries. So that's something to take a look at. Just your overall language strategy, which should really mirror your go-to-market strategy and what your language is gonna be for communicating with employees. And then ultimately take advantage of your external legal counsel to help. You could go to AI and go to Google. You can look up these things, but at the end of the day, those are nice to help you understand what questions to ask, but rely on your external legal counsel to really provide the end-all be-all guidance.

Prepare for the unknown.

Yep.

Jennifer, what's the craziest thing you've seen in M&A?

This isn't necessarily crazy, but I think it's a nice parting comment. I'm kind of a small statured person. I like to think myself as having an approachable personality. That second company in the Netherlands that we acquired, and I went to all of the facilities And I made it a point because I wanted to not be this scary person in the US. I'm there to meet them. I walked to every person's desk and said, "Hey, I'm Jennifer. Here's all the things that are great about ECI. Do you have any questions?" It was easy because it was about 100 people in 6 offices. I could prep the night before and try to remember people's names and faces and really try to have a conversation with folks. I came back to the States and not only did I learn that folks didn't— understand English as much as I expected them to. I was told that approaching people's desks as this woman from corporate, from their new corporate parent company, was threatening to some people. And that was the absolute opposite of what I was trying to accomplish. I'm trying to be that bridge. I'm trying to be Switzerland. I'm trying to be the friendly person that you can ask questions to. And the last thing I wanted to do was scare people. I'm standing at their desk and saying, "Hi, I'm from corporate. How can I help?" That really helped give me a perspective of sometimes your best efforts and your best intentions aren't received the way that you intended them to. I'm sure there's some people that were really happy that I stood at their desk. I can't make them all happy. It's given me more of a sensitivity to how to approach these acquisitions and not necessarily making assumptions because I would like to meet somebody for my new parent company and have a conversation with them. Not everybody is necessarily of that mindset.

Yeah. That's a big thing. Like a big cultural difference too is perception and signals and the way they— things can be interpreted, which can go a lot of different directions. So more preparing for the unknown. Jennifer, this has been a great conversation. I appreciate you taking the time helping me become a better M&A scientist.

More than happy to help. I really enjoy talking to you, Kison, and I hope that this information is really beneficial to your listeners.

Thank you.

Fellow M&A scientists, if you listen this far to the podcast, I want to hear from you because I don't know how you do it. Connect with me on LinkedIn. That's probably the easiest way, but put it somewhere, a comment or something that you actually listen to the podcast because I get Tons and tons of spam every day. I would love to get feedback. What'd you think of this podcast? If there's topics I haven't covered that I need to cover, or just criticism, I get that sometimes too.

I'll take it.

I'm trying to get better at this day by day. Till next time, here's to the deal.

Thank you for taking the time to explore the world of M&A with our podcast. We love hearing feedback. Tag us on a LinkedIn post, add a review on Apple Podcasts. We'd love to hear from you. If you need help standing up an M&A function or optimizing one that you already have, we're here to help. And if we can't help you, we probably know someone that can. You can reach out to me by email, Kison, K-I-S-O-N, at mascience.com, or you can text me directly at 312-857-3711. If you just want to keep learning at your own pace, visit mascience.com for a lot more content and resources. That's where you can also subscribe to our newsletter. Again, that's mascience.com. Here's to the deal. Views and opinions expressed on M&A Science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual. This podcast is purely educational and is not intended to serve as a basis for any investment or financial decisions.