merger acquistion

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Hypothetical Case Study Merger

Merger between Jeremy and Samuel Johnson company

Many issues arise from merging two companies, and the merger between Jeremy Company and Samuel Johnson, Inc are faced with these problems. The following questions are common for mergers in general. Will the new organization operate as two separate entities or a single joint entity? How will the corporate climate change? Will the company restructure the workforce and possibly layoff workers? How will the employees benefit from the merger? What will the new business strategy be for the new company? What impact will the merger have on existing customers? The case study provides a specific scenario for a merger, and several distinct problems exist with the Jeremy and Samuel Johnson merger. This paper will address the following problems relating to the case study identifying problems before the merger, integrating the workforce, dealing with the two different company cultures, and analyzing the problems with the board of directors.

Several problems occur during a merger simply because there is not enough information to make solid decisions. The main issue is how to identify problems before the merger. Typically, upper management has built personal networks. After all, these networks have probably aided their vertical movement in the company. Executive management has inside information to things like mergers. Once a merger has been proposed, the executive managers will start networking with the other company’s executives. This network can provide critical information about the other company. Although this information should be viewed as biased, it is still a valid source of information.

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Another way to identify problems would be to hire an independent consultant to perform an unbiased analysis. Each company should split the cost of the consultant to ensure the opinions from the consultant are not tainted. Consultants generally question staff and analyze company financial records. A major concern would be the biased answers from the staff at each company. The consultant should realize the nature of the audience when asking questions and expect only half-truths from the staff. His job is to separate facts from fiction. Generally the consultant will produce a report detailing his findings. The consultant’s report needs to be presented to both companies for review, and the companies need to frankly discuss any issues found by the consulting firm.

Another tool that can be employed is the use of an integration team. In this role, these individuals can identify problems that need to be addressed and create solutions as quickly as possible. This team would be comprised of people from both organizations at every level to form a strong team. This team will decide the combined new business strategy. They can also help avoid stress and confusion between both organizations by coming up with solutions to problems before the merger occurs. They will deal with the different areas that need integrating such as company strategy and employee integration.

Currently, each company has their own executive management. The new company will have to decide how to restructure upper management. The board of directors needs to deal with this issue before the merger occurs. The executive positions will need to be filled by the person that is most qualified. The board will choose the most qualified person. Both companies would have duplicate internal structures like human resources and other support personnel which will need to be consolidated. After the merger, the managers for each department will need to either dismiss workers or find other functions for the displaced employees. These are hard decisions which will ultimately improve the overhead costs for the new company.

The two companies seem to have different cultures. The first company appears to be aggressive and takes risks to solve problems. The second company forms committees to analyze the problems before making decisions. It becomes difficult to merge the two companies since this has been the basis for their success. Several solutions can be used to solve this fundamental problem. Both companies have the same core business. These companies seem to complement each other by teaching different types of classes. A simple solution for merging the companies would be to create two different divisions and allow each division to operate independently. This is not an uncommon practice. However, this approach does not solve the long-term problem of integrating the two companies. Another approach could be to cross seed employees from one company into the other. This will slowly bring together the two different styles of management and bridge the different company environments.

Another problem exists with the board of directors. Wall Street analysts view the merger as positive. This tends to sway the board of directors into pushing for the merger. Shareholders view positive feedback from Wall Street as higher stock prices. The board usually has a stake in the stock price of the company. Even if problems were presented to the board of directors, it would be hard to change the overwhelming consensus for the merger. However, the merger could adversely affect some board members. Once the companies merge, not all the directors will remain on the board. The directors who feel their position might be in jeopardy would be more sympathetic towards reviewing any problems foreseen or brought to there attention. Directors tend to be focused on the reaction of Wall Street and the value of their stock prices. The short sighted view of the board members can cause major problems in the long term prosperity of the company especially when the problems between the two companies will eventually emerge.

There are major problems finding the information necessary to make an informed decision during a merger. In the case study both companies had different management styles and company environments. Both companies can deal with these issues given enough time and work. Another problem existed with the board of directors from both companies. These problems are difficult to deal with since the directors usually control the decision to merge the two companies. A major problem occurs trying to gather information about each company and presenting the information to the people necessary to control the fate of the merger. These problems are not unique to the Jeremy and Samuel Johnson merger, but are common to mergers in general.


Sitansh Patel

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