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The Merger Mindset


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Table of Contents

ContentsAcknowledgments ixIntroduction xiPart I High Stakes 1Chapter 1 The High-Stakes World of M&A 3Why Do a Deal? 4Five Essential Traits of a Successful Deal 6Deal Progression 11Vision 14Financial synergy 14Operations 14Talent 15Culture 15The Insidious Nature of Fear 16Conclusion 20Note 20Chapter 2 High Stakes: High Risk, Low Visibility 21Betting on Value 21Are You in Jeopardy? 24What People Think of You Matters 27No One Likes Shaky Ground 29Gambling with Loyalty 33Conclusion 36Note 36Chapter 3 Think of All We've Been Through 37Where We Have Been 37Where Are We Going? 40How Will We Know When We Get There? 42What Good Will It Do? 46Tough Calls Start with "Why?" 48Conclusion 50Notes 51Part II Leadership Traps 53Chapter 4 Necessary Uncertainty: Overconfidence,Rationalization, and Bias 55You Can't Shine a Light in Every Dark Corner 56Overconfidence 59Rationalization 62Bias 63Spreadsheets Don't Make You Smart 67Conclusion 70Notes 71Chapter 5 Talent Is Not Your Greatest Asset 73Take the Risk Out of People Decisions 73E5 Star Performer Model 76Ethics: Doing Well by Doing Right 77Expertise: The Raw Data of Talent 78Excellence: Consistency of Performance 78Enterprise: Setting the Bar 79Experience: The Yesterdays That Define the Tomorrows 79Leading through Ambiguity 80Whom Do You Want to Leave? 84Why You Need Gyroscopes 86Conclusion 90Notes 91Chapter 6 Critical M&A Decisions 93What It Takes to Decide 94If I Only Had a Heart 98Courage Is Not Recklessness 100The Rewards of Heavy Mettle 102Deals Create Decision-Making Traps 104Groupthink Trap 104Complexity Trap 105Status Quo Trap 106Anchoring Trap 107Sunk-Cost Trap 108Inference and Judgment Trap 109Conclusion 109Notes 110Part III Correlations, Cause, and Culture 111Chapter 7 Sailing in Uncharted Waters 113Rough-Water Rafting 114Implement or Drown 116The Messiness of Metrics 119Keep Your Customers in the Boat 123Run a Triple Play 125Conclusion 130Notes 130Chapter 8 This Makes Cents 131Formulating the Strategy for the Deal 132Setting Criteria for the Deal 134Identifying and Evaluating Targets 137Evaluating People and Planning Succession 139Integration 142Conclusion 145Notes 145Chapter 9 Elements of Culture 147Beyond the Code of Conduct 148Setting the Pace 152Organizational Learning 153Capacity and Appetite for Change 157Building New Neural Networks 160Conclusion 162Notes 163Chapter 10 You Bought It; Don't Break It 165Integrating with a Merger Mindset 166Set Objectives; Measure Success;Reap the Benefits 168How Will You Be Better Off If You Integrate? 171Integration Do's and Don'ts 174Cast Your Leadership Shadow 177Conclusion 181Notes 181Index 183

About the Author

Constance Dierickx helps organizations turn volatility into opportunity. Senior leaders hire Constance to help them grow their businesses-especially in turbulent situations that require courageous leadership. She has consulted to organizations in Europe, the Middle East, South America, Canada, Mexico, and the United States. Clients include companies from the Fortune 50 to startups in industries such as asset management, banking, entertainment, insurance, logistics, manufacturing, private equity, retail, restaurant, technology, and wholesale services.Early in her career, while a broker at Merrill Lynch, she observed firsthand the power of emotion and perceptual distortion on major decisions. Her curiosity about the behavior of both clients and colleagues led her to study psychology and business and to earn a Ph.D. After joining a global consulting firm, she became a key resource to boards on top leader succession and organizational transitions, whether planned or imposed.Constance has worked with companies such as AT&T, AutoTrader.com, Bank of America, Benckiser, Boys and Girls Clubs of America, Cox Enterprises, IBM, Centers for Disease Control and Prevention, Johnson Controls, Manheim, Next Gear Capital, Olive Garden, Reckitt and Colman, and Zenith Data Systems.She is known for her sharp insights and pragmatic advice. Her point of view is sought by publications such as The Wall Street Journal, Boards and Directors, Corporate Board Member, Directorship, Fortune.com, People and Strategy, and Chief Executive. Additionally, Constance is the author of High Stakes Leadership, which Taylor and Francis publishers released in 2017.Dr. Linda Henman, who is known as the Decision Catalyst (R), is the founder of the Henman Performance Group, a leadership consulting firm located in St. Louis, MO. Linda helps C-suite leaders make decisions that they must get right and can't afford to get wrong. In more than 35 years, none of her hundreds of projects has failed. She has worked with more than 80 clients in 13 industries. Some of her clients include leaders in organizations like Avon, Emerson, Estee Lauder, Kraft, and Tyson.Linda first studied decision-making while working on her PhD in 1994. She conducted long-term original research on138 American POWs (including John McCain) who had survived five or more years of brutal imprisonment. The study, under the direction of the U. S. Navy, uncovered the pivotal decisions the POWs had needed to make to stay resilient-decisions about their beliefs, identity, and life's purpose. These research findings have guided Linda's work with executives ever since.Today, Linda works predominately with those in the c-suite to help them make decisions on issues like business growth, Mergers & Acquisitions, and succession planning. (In fact, Linda was one of eight succession planning experts who worked with John Tyson after his company's acquisition of International Beef Products-one of the most successful acquisitions of the 21st Century.)Linda has written or cowritten six books, including The Magnetic Boss, Landing in the Executive Chair, Challenge the Ordinary, and Tough Calls. She also writes regularly for CEO Magazine and Corporate Compliance Insights.Linda is an inductee in the Million Dollar Consultants' Hall of Fame and holds numerous professional certifications, including Director of Professionalism, a designation given by the National Association of Corporate Directors.


Since taking the helm at Belden in 2005, I have overseen 15 major acquisitions. Through trial and error, I learned the lessons Drs. Henman and Dierickx have taught in this book. Senior leaders who don't have more than a decade to learn these lessons should read and heed the advice from these two psychologists.

  • John Stroup, Belden Chairman and CEO

Too few people understand the psychology behind buying and selling companies, but Drs. Henman and Dierickx, do. They don't explain the technicalities of deal. Instead, they concentrate on what must happen in the minds of decision-makers to ensure success for all concerned.

  • Kevin Short, Chief Executive Officer, Clayton Capital Partners; Author, Sell Your Business for an Outrageous Price: An Insider's Guide to Getting More Than You Ever Thought Possible

Study after study puts strategic risk above all other enterprise risks combined, and M&A transactions are a key component of strategic risk. From cognitive biases to culture and talent, The Merger Mindset shows the reader how to avoid common pitfalls and focus on key success drivers. In a masterful way, Dierickx and Henman share their words of wisdom with practical case studies, interesting anecdotes, and amusing quotes.

  • James Lam, Author, Implementing Enterprise Risk Management; Chairman, Risk Oversight Committee, E*TRADE Financial; Independent Director, RiskLens, Inc.

We talk about "the art of the deal" as though it's a Faustian bargain, a Mephistophelian dance with the devil. And small wonder-most deals fail to meet expectations, and many fail, period. Chrysler and Mercedes once "merged" though Mercedes actually swallowed Chrysler, and everyone lost money. We need to study the art and science of the deal, and Dr. Henman and Dr. Dierickx are the experts in that realm. Don't read about how deals are made. Read herein when and why they're successful. The devil is actually in the details.

  • Alan Weiss, PhD, author, Million Dollar Consulting and over 60 other works in 15 languages

Mergers and acquisitions are some of the most high-stakes events in a leader's career. To see around corners and avoid hidden pitfalls, you want experts on your side - and you can't do better than Drs. Constance Dierickx and Linda Henman. Their deep expertise will dramatically increase your chances of success.

  • Dorie Clark, adjunct professor at Duke University's Fuqua School of Business; Author, Entrepreneurial You and Stand Out

Mergers and acquisitions are major events in the life of an organization. I have come to appreciate that while the technical aspects, such as valuation and contracting are vital, they are insufficient. In The Merger Mindset, Dr. Dierickx and Dr. Henman articulate what it takes to make deals work-a holistic view and tolerance for ambiguity. Too often leaders look for a blueprint when what they need is the right mindset.

  • Steve McElhiney, Chief Executive Officer, EWI Re, Inc.

Mergers and acquisitions are often viewed through the lens of valuation and terms of the deal. Yet, whether a deal succeeds has as much to do with what is unknown and as what is disclosed or revealed in the process. Uncovering the organizational dynamics, leadership habits and unconscious assumptions of even the best-intended people requires more than a plan. The Merger Mindset describes these dynamics and what to do to reduce the risks inherent in deals.

  • Patrick Brennan, Senior Vice President - Operations, Cox Automotive

Constance and Linda have done a masterful job at both, sketching a broad framework and providing indispensable detail on every crucial element required for M&A success. Whether you are new to the world of M&A or a seasoned veteran, Constance and Linda's insight will keep you out of the ditches and between the guardrails.

  • Gregory Kozicz Ph.D., President and CEO, Alberici Corporation

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