M&A Team Roles, Responsibilities and Skill Sets

Probably the most complex and critical part of the Integration Framework Definition phase is the structuring of the teams and the hierarchy and process for approvals and decisions.  The list below describes the team portion of the Integration Framework and the high-level flow described here.

Executive Steering Committee (ESC)

• Typically made up of company / divisional senior executives and includes the Executive Sponsor. Generally, includes executive representation from legal, finance IT and operations
• The level of involvement and committee membership varies depending on the size, strategy and complexity of the transaction
• Provides overall governance to the integration process
• Defines strategic intent for combined organization and identifies business imperatives driving the integration
• Approves integration approach, strategy, benefits, synergy targets, expenditures and overall scope
• Makes key business decisions in a group committee environment

Executive Sponsor (ES)

• Typically, the GM of the division sponsoring the transaction, but could be another divisional executive
• Provides executive level ownership of the project, owns development of common vision and strategy for the combined organization and identification of business imperatives
• Communicates priorities to the Integration Leader and provides support necessary to ensure success
• Manages communication with senior corporate executives and the corporate Board of Directors
• Maintains ultimate integration authority and responsibility, while leveraging the Integration Leader for decision-making and day-to-day integration management
• Has a thorough understanding of the company’s overall corporate vision and strategy, as well as the strategy for the acquisition

Product Advisory Committee (PAC)

• This committee may be needed for product-based deals and/or product intensive companies
• Typically, executive and senior management representation from product strategy and product technology areas
• COO, CIO and/or CTO are also frequently part of this committee
• Provides executive level guidance for product strategy and technology, to ensure proper fit and coordination with overall business and acquisition strategy/budget
• Makes executive level decisions related to product integrations, offerings, retirements, sun-setting, maintenance/support models, etc.

Integration Leader

• Typically, a Senior Manager or above in the division sponsoring the transaction
• Should become involved during the due diligence phase and understand the strategic intent and overall goals driving the acquisition
• Is typically fully dedicated to the integration through the first 100 days post-closing (minimally)
• Works closely with the Executive Sponsor (in many cases daily)
• Is the liaison between ES, ESC and PAC, and the workstream teams. Disseminates communications from each to the workstream teams, and keeps each briefed on the status of the integration progress
• Is responsible for leading the day-to-day activities of the Integration Leadership Team (ILT), such as overall integration planning and management, risk mitigation and escalation, and timely resolution of risks/issues, cross-functional and cross-divisional coordination, organizational structure design, project resources, scope, communications, reporting, etc.
• Tracks and manages overall actual integration execution, operating and capital expenses, as well as synergy target realization, against budget/model, reporting any variances or risks to each to ES/ESC

Project Manager

• The Project Manager works closely with the Integration Leader and assists with the day-to-day operations of the ILT
• Is typically fully dedicated to the integration through the first 100 days post-closing (minimally)
• Assists workstream teams in developing and updating Integration Workplans, and helps each team to manage progress of milestones and tasks
• Assists workstream teams in developing timely status reports and other deliverables to the ILT
• Maintains the integration risks/issues and cross-functional dependency log, and works with appropriate teams to resolve each item
• Owns administrative tasks, such as maintaining distribution lists, master calendar of workstream team meetings / team schedule, contact list, development of presentation materials, coordination and planning of workshops, etc.
• Maintains integration team’s document management database
• Understands the strategic intent and overall goals driving the acquisition, has strong project management skills and understands the stakeholder population

Integration Leadership Team (ILT)

• Consists of the Integration Leader, Project Manager, functional workstream team leaders, as appropriate, and outside integration consultants/advisors, as required
• Functional workstream team leader’s appointment to the team should be based on factors such as acquisition focus / strategy / structure, potential areas of risk (HR, Legal, etc.), etc.
• Typically, also includes one or more representatives from the target company organization
• Becomes involved with due diligence efforts, to ensure smooth transition
• Coordinates with ES and ESC and leads Integration Framework design
• Assists workstream teams in making Workstream-Level (Level 1) decisions, as well as formulating recommendations for Executive-Level (Level 2) decisions
• Ensures cross-functional dependencies among the workstreams are understood and coordinated

Functional Workstream Leaders

• Each workstream typically should include two co-leads, one from the acquiring and one from the target organization
• Ultimately owns the development and successful execution of all workstream team deliverables, including Status Reports, Charters and Workplans
• Determine needed resources, builds and manages the workstream team
• Develop team Charter, including scope, goals and objectives (by phase), issues/risks, cross-functional dependencies and team members
• Compare and identify differences between the two organizations (organizational structures, processes, etc.), to determine which pieces need to be integrated and develop a tactical plan to accomplish
• Track and manage individual workstream’s integration workplan, operating and capital expenses, as well as synergy target realization, against budget/model, reporting any variances or risks to each to ILT
• Contribute specific functional expertise and knowledge
• Coordinate with other workstream team Leaders on cross-functional items, as required

Functional Workstream Team Members

• Teams should be structured and developed based on factors such as the industry/market, the specific deal focus/structure, and the acquirer’s and target’s current organizations
• Should include representatives from both the acquiring and target organizations
• Contribute functional, industry and company expertise
• Utilize data gathered during due diligence and identifies additional data needed to build an effective plan
• Prepare a detailed integration workplan which considers:
  • Workstream team’s recommended integration approach (after evaluating options)
  • Cost/benefit analysis
  • Risk identification and mitigation strategies
  • Day One goals, including interim milestones
  • Phased goals (Day 1-30, Day 30-90, Day 90-180 and Day 180+.), including interim milestones
  • Resources allocated to plan and to execution of the integration actions
• Identifies additional potential synergy opportunities and communicates to the ILT
• Prepare and get approval for all Day 1 items within workstream’s scope (communications, org changes, etc.)

Make recommendations on organizational structure specific to Workstream’s functional area, as well as recommended mapping of associates and HR lists for interim retention and redundancy

*Note: Criteria for Level 1 and Level 2 decisions should be defined during Framework Definition, to outline which types of decisions can be made by the ILT and Workstreams vs. the ESC / ES.  Typically, only critical decisions like Organizational Structure, closing of facilities, etc. are escalated to the ESC / ES.