HR issues of oversea mergers and acquisitions (M&A) for Chinese Companies

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Sample Assignment: HR issues of oversea mergers and acquisitions (M&A) for Chinese Company

 

Executive summary

As concluded by Towers Watson, a leading global professional services company that helps organizations improve performance through effective people, risk and financial management, “From a strategic viewpoint, a merger or acquisition is a typical path to faster growth or market dominance, but as many deal makers have found over the years, the ability to achieve successful mergers and acquisitions (M&A) is still far from assured”, and different problems and challenges could finally make the M&A become a catastrophe to all the parties involved. This assignment will try to analyze some HR issues that a typical Chinese firm would face when seeking fast growth in oversea market by adopting a cross-border acquisition and what could be done to preventing and overcoming these difficulties.

 

 

Company ABC is a huge Chinese company which was established more than 30 years ago by the several computer scientists with the hope to convert the scientific innovations into marketable products, after more than three decades’ development Company ABC with the support from the government in term of long term government procurement agreement and also there has always been great support from the individual customers. Now Company ABC has long been dominating the personal computer industry in term of market share of manufacturing and retailing with steady growth in the domestic market. Though the company since 1990s has been exporting the personal computers under its own brand to many countries and regions, the company is waiting for a chance to penetrate into the markets of the developed economies in which the personal computer was originated and nurtured. The management of the company are confident in the future expansion in the developed economies such as the United States and European Union because they believe that the global personal computer industry is entering the a standardized product stage in the product life cycle and according to Knickerbocker (1973) in this final stage of the product life cycle price competitiveness becomes more important and product manufactured in a low cost location will be more and more exporting back to the home countries and other developed countries. So the low cost advantage will support company’s expansion oversea strategy. And the company has long been thinking about adopting a cross-border M&A to which has been used increasingly as a growth strategy for large companies because this entry mode offer them with a high level of control while eliminating many of the performance and relational risks traditionally associated with strategic alliances (Paik 2005). Now the opportunities seem to be coming, recent reports are circulating today that electronics giant Hewlett-Packard, the world’s largest PC maker, is selling the PC side of its business, and that it is acquiring a company called Autonomy Corp. for $10 billion. U.K.-based Autonomy offers programs used in database search (Consumerreports.org 2011). Assume that Company ABC finally win the bit to take over the PC sector of the world’s largest PC maker Hewlett-Packard, it will has its business expanded globally in a fast speed. This study based on this assumption will research on the potential HR issues related to the Company’s strategic acquisition of Hewlett-Packard’s personal computer business.

Critically discuss how HRM strategies can assist Company ABC to achieve its objectives.

The major target for the Chinese enterprises in the computer industry to get involved in cross-border M&A is to acquire the advanced technologies and the talented people (Qi 2011, p.534), and our case of Company ABC, its strategic acquisition of HP has another key target which is to acquire the market share that HP currently has. So the successful acquisition of HP will be critical for the development and growth of Company ABC. According to Jackson, Schuler and Werner (2009, p.63), experiences of many companies have learned that M&A are more successful when HR issues are addressed early and due to the complexities of the implementation of the M&A, HR strategies will be used in the usually sophisticated planning and change management practices designed to minimize the problems that can arise and so as to facilitate the M&A activities. And a complete acquisition process can be divided into three general phases: pre-combination, combination and post-combination (Lane 2004, p.346) and different problems and issues could happen in each of these phases. Below are the key HR activities in each of the stage as concluded by Jackson, Schuler and Werner (2009, p.64).

Table 1. The Key HR issues and activities in the implementation of the mergers and acquisitions
Source: Jackson, Schuler and Werner 2009, p.63

From the table we can conclude that there are several useful human resource management strategies that can be used in a typical M&A practice to contribute to the successful mergers and acquisitions which should also be helpful and useful to Company ABC’s fast expansion oversea through acquisition strategy. For example, HR could help select a partner among the candidates by participating in the pre-selection assessment of the target firms also the HR could provide assistance to ensure the implementation of the HR policies and practice during the combination stage to make sure that the combination is within control.

 

 

·         Help with the due diligence assessment

Usually after a screening of the alternative partners based on the analysis of their strengths and weaknesses, the management of the company would make the decision as whether the M&A would be beneficial to the company. In Company ABC after the decision that the company would be very likely to acquire HP PC business, it enters into the first stage, the pre-combination phase. And in the pre-combination phase which focuses more in-depth on analyzing the potential benefits of the merger (Dowling, Festing & Engle 2008, p.54), the very important role the HR could play is the HR due diligence which includes: culture, employee composition, key employees, compensation issues, and benefits that could be checked in individual level (e.g. staff emotion), structural level (e.g. size, age composition of the employees),  political factor (distribution of power) and cultural perspective (distance between the two corporate culture) (Buono 2003, p.82). With a careful HR due diligence and environmental assessment, HR could help the company to determinate whether it is beneficial to implement the M&A by evaluating the compatibility of the two company and new skills and talents from the HR’s view of point.

 

·         HR planning

The most important purposes of HR planning is to determine the number of personnel with appropriate knowledge, skills and qualifications needed for the future (Kleynhans 2006, p.69) which is a key issue that the company need to settle when it is moving forward to an expanded business but two originally independent company system that could have duplicate functions and departments that require for restructuring efforts before a successful integration could happen. There are several techniques that the HR could apply to forecast the future demand of the human resource such as trend analysis, managerial estimates and Delphi technique. Similarly there are also ways such as skills profiles and job classifications to forecast the internal supply of the relative human resource in the future (Grobler & Warnich 2006, p.107). By balancing the supply and demand of the labor in the future, the HR planning assists to avoid a number of problems caused by unbalance of labor supply and demand. The early HR planning will help the company to identify strategies to be used such as terminating redundant employees which need to be prepared earlier.

·         Retention strategy development and employee communication

Mergers and acquisitions bring turbulence and change, and according to Hanson (2001, p.182) when the management attention has been focusing on the strategic changes employees are vulnerable to calls from recruiters with other opportunities when they are uncertain about the future of the company and the HR department at this time should address the issue by developing the retention strategy that fit in the situation. One focus in developing the retention strategy is to help with the internal psychological adjustment by dealing with employees’ psychological changes in term of fear, anger and anxiety. Another effective way to retain the key talents is to provide promises to them and also help vision the opportunities and promising future that are coming. Another issue that HR should concern is the staff speculation and misunderstanding that may happen with serious results because some key decision may not be reviewed timely due to some reasons, it is important for the HR department to use communication skills such as coaching to reduce the speculation by denying some exaggerating and impossible speculations and make them aware of the changes that will be coming.

·         Continual monitoring of the acquisition

When the acquisition steps into the post-combination, or solidification and assessment stage, the HR should use tracking tools to make continuous improvements and enhancements to the overall integration of the companies. Tasks such as the monitoring of labor relations, performance appraisal and skills management could be used to appraise whether the how well the employees and manager are accepting and continue to move forward within the expectation of the management. For example, some labor tensions could only happen after a long period since the formal acquisition and these problems need to be monitored and dealt with as earlier as possible.

 

Identify potential HR related challenges/issues that may arise from the company’s expansion overseas. Critically describe and discuss why and how the challenges/issues may affect the organisation’s goal and objectives.

 

·         Clash of corporate culture

Schein (1985) defines culture as a pattern of basic assumptions about how problems involving adaptation to the external environment and integration within a group are handled. And according to Trice and Beyer (1984) there are two basic aspects of organizational cultures which include: (a) the content of culture such as the beliefs, values and norms; (b) the form of culture in term of a symbolic form such as rites, rituals and ceremonies. And the term that we are going to focus, culture clash or culture shock refers to a psychological phenomenon which occurs when moving from one familiar culture which is usually geo-culturally defined to an unfamiliar one (Loukides 1991, p.174). And according to Bendell (2000, p.172) culture clash would be seen as issue-based and highly contextual rather than based on overall group differences and would occur both across and within individual organizations. The serious impacts of corporate culture clash among the partners in cross-border acquisition could be understood in the following ways:

First of all, corporate culture is a non-structural coordination instrument which is not part of the formal organizational structure and it is highly invisible. According to Schein (1985) in the context of corporate environment, there are three different levels of corporate culture as depicted in the figure.

Figure 1. Levels of corporate culture
Source: Schein 1985

As we can see from the hierarchy, corporate culture is not a part of the formal organizational structure because what are most visible to the us are the behaviors and practices that would only reflect a small part of the deeply hidden shared basic values which is the core of the corporate culture (Herzog 2011, p.61). And because corporate culture is not part of the formal organizational structure and it is highly invisible, it is not possible to treat it as an issue and put it on the table for negotiation when culture slash happens. The invisibility of corporate culture is more typical for Company ABC, a traditional Chinese company with more than three decades’ history. Even in the official website of Company ABC what is written about the corporate culture is all about the operation doctrines such as “We plan before we pledge” and “We prioritize the company first”, and there is no mentioned about the what people believe and how things are done compared to the competitors, this makes it more difficult for the work to access the differences between the corporate culture of Company ABC and HP.

Secondly, culture clash has been shown to be the major cause of the M&A failure. Despite the conventional due diligence efforts, according to research by Spedding and Rose (2008, p.301) who suggested that the overwhelmingly the failures in mergers and acquisitions which range from 55% to 77% in their study are attributable to the culture cash relative issues. Looking back on many of the failed acquisitions and mergers, some of them involve large multinational corporations and had once been commented as perfect matches by the outside world but failed eventually. So it is never too cautious for Company ABC to evaluate the possibility of the result of acquisition failure caused by the culture clash if the two companies are brought together and also prepare a backup plan if there should be such a culture shock.

Thirdly, culture clash can also be seen from the clash of management styles which leads to management ineffectiveness and impacted employee turnover. Regarding the management styles, it is said that there are six management styles which have been clearly defined over time: Coercive, Authoritative, Affinitive, Democratic, Pacesetting and Coaching. Although management styles vary from individual to individual and also different management styles are needed in different scenarios, the choose and general preference to a certain management style will influence the organization’s culture. With the management style featured by “all decision-making by HP people” and “Management by Wandering around” which encourages formal and informal communication within the company (House & Price 2009, p.65), the HP management style is more closed to a “Affinitive” one. And in Company ABC, as a typical Chinese company, its management style is a typical “Coercive” style by adopting which  a manager will demand immediate compliance to his or her will which again is in compliance to the senior management’s will. Under such assumptions, when HP is acquired by Company ABC, there is a high possibility that not only the line employees but also the managers from HP will encounter the clash of management styles as they are no longer encouraged to be self-motivated but rather need to seek approval before decisions could be finalized or actions could be taken. The clash of management styles will in return results in impacted employee turnover as they are put in a quite different working environment under different management styles and the impacted employee turnover would be a cost of the conflict of management styles even eventually the integration and negotiation of the management styles is successful. According to the research of Schoenberg (1997) who studied 129 cross-border acquisitions originating in the UK and analyzed the performance of these companies five years after the acquisition, differences in management style actually had a negative impact on the performance in cross-border acquisitions.

Fourthly, cultural clash leads to fear among employees. According to Wagner and Magistrale (2005, p.10), fear which one would perceive when the belief in the original ordered world no longer holds true, is a central emotional characteristic of cultural clash. The impacts and influence of being fear could easily be found in our daily life. For example when we fear that today there will be an earthquake in the city that we live, most of us will be in chaos, people become busy storing up water and food, picking up children and going back home and finding a safe shelter leaving the normal life and work along. Similar situation could also be found when culture clash happens during the acquisition, those employees who feel a strong sense of fear may turn to self-protection and seek safety by finding ways out of fear such as seeking other job opportunities in the labor market. Then the ordered work will be disturbed and average work efficiency and performance would not be maintained.

·         Departure of key people in acquired company

In fact when an acquisition is going to happen, the senior management in both two companies involved will begin to plan their team for the post-acquisition period as soon as they know about the deal starting with a list of divisions or department that are affected. The company need to decide who to keep or who to fire  (usually in the acquired company), redundancy is usually necessary when there is overlapping in the two companies (Moeller 2009). The key people lost within redundancy belongs a planned departure of the key people, another kind of departure is the unplanned departure which is usually resignation of the key people triggered during acquisition. And the unplanned departure of key people before adequately preparing successors is usually unwanted by the organizations (Bower & Sadler 2009, p.152). There are four usual reasons for the unwanted sudden departure of the key people. First of all, the key people such as the key executives have different opinions about how the business strategy should be done with the new company, this is an usual reason why some top managers would leave the acquired company before or during the acquisition; Secondly, the uncertainty about the future of the company could drive the key people to leave the company as well; Thirdly, the new remuneration program does not make the key people satisfied or there is better offer from the competitors in term of better pay and more benefits; Lastly, the key people may felt that they are no longer important to the company when the management of both companies are focusing on the business acquisition while leaving the key people alone. And the unplanned departure of the key people would significant damages to the acquisition: First of all, the departure of the key people would cause some rumors in the acquired company suggesting that there could be big redundancy coming which will result in chaos in the company and impact the normal order of working;  Secondly, there are usually a group of people following the key people, such as the subordinates of the mangers, and they could also leave voluntarily to follow the key people to the new companies; Lastly, the departure of the key people and their subordinates will bring a major threat to the company’s continued success and vitality by causing potential loss of expert knowledge, wisdom, skill base, and strategically important connections that can occur (Bower & Sadler 2009, p.152).

 

 

·         De-motivation of employees of acquired company

De-motivation goes against motivation which refers to the forces either within or external to a person that arouses enthusiasm and persistence to pursue a certain course of action (Daft & Marcic 2008, p.404). And in the workplace, the degree of employee motivation affects productivity and it is both the manager and the HR’s job to keep the employee motivated even during complicated situations such as cross-border merger and acquisition. There are two factors that create employee de-motivation during the cross border acquisitions. The first factor is the working conditions such as the peer relationship. When employees from two different companies with different national cultural backgrounds, it is possible that some employees or departments do not co-operate or work well with other departments or employees and this result in employee dissatisfaction. The worsen peer relationship and other factors could deteriorate the working conditions that create de-motivation in the work. The second factor is the emotion of fear that caused by the uncertainty about the future of the company and whether they still can get a job. Fear is also a big de-motivator at work (Carver 2005, p.136). The consequences of de-motivation of employees of acquired company are serious. The de-motivation among the employees not only will impact the employees work performance but it will also create barriers to acquisition process because the employees are emerged in negative emotions and it is hard for them to actively participate the changes needed during the acquisition. And the negative involvement of the employees in the acquired company could finally lead to cultural clash and make the acquisition fail.

 

 

As the HR Director of the company, identify and propose the necessary HR strategies to be taken by the organization and how it would help in preventing/overcoming the potential HR related challenge/issues.

·         Avoid clash of corporate culture

 

Figure 2. HR activities in the phases of cross-border mergers and acquisitions
Source: Schmidt 2001, pp. 102-8

A four step model that is similar to Jackson, Schuler and Werner (2009)’s three step model that we have discussed above is developed by Schmidt (2001) as shown in the figure. From the four step model, we can extract four important strategies for the HR managers in Company ABC to help avoid the culture clash once it is going to acquire the PC business sector of HP.

In the first phase, the pre-M&A phase, Company ABC should work out the cultural fit between the two companies. The core work of cultural fit is to make a comparison of cultural attributes between Company ABC and HP, here we can use a cultural diagnostic proposed by Towers Watson as shown in the below figure. And as said earlier, Company ABC’s corporate culture has not been clearly defined by the company which means that the attributes of the corporate culture of the company could not easily make a conclusion about the features of the company by simply asking the opinions from some key managers. And also because corporate cultures are beliefs held by the all the employees of the company, it is more accurate to do a survey participated by the employees of the company in a large sampling number.

Figure 3. Survey of organizational culture attributes
Source: Towerswatson.com 2011

Figure 4. A sample corporate culture features from the employees’ perception
Source: Towerswatson.com 2011
The result of the survey of the corporate culture in both Company ABC and HP is a corporate culture feature summary like the figure above. By making such a comparison in corporate culture between the two companies, there could be at least two implications: the first implication is that in the cultural dimensions where the acquired culture share similar scores, the new company should find ways to maintain and strengthen such similarities; the second implication is that in the dimensions where the two culture are much distant, follow-up discussion and monitoring will be necessary to avoid cultural clash due to such cultural feature differences.

In the second phase, the due diligence phase, Company ABC needs to specify the cultural feature similarities and the most importantly the differences into a number of possible cultural issues during the blending of the two companies in term of corporate culture. What’s more the focus in this phase lies on the necessity that the top management needs to understand that cultural similarities, differences and the contradictions exist and how they could be handled best (Hollank & Walter 2008, p.43).

In the third phase, the integration planning phase, the HR of Company ABC should work on the development of employee cultural-sensitive communication strategies. An easy misunderstanding of communication strategies in this phase is to put the focus on resolving the culture difference originated disputes by the HR, actually the focus of communication should be communicating the common business goals, strategy directions and priorities that will be for the new company. And while focusing on getting the jobs done to achieve these goals such as financial targets, cultural clashes would have a common base for resolution which is to help to achieve the business objectives. Also during the implementation planning phase, the HR should use an open door policy to encourage the employees to speak out their concerns regarding the cultural issues. Two way communications would be critical to the communication strategies to avoid accumulation of the emotional feelings such as fear among the employees.
In the last phase, the implementation and assessment phase, Company ABC needs to focus on the management of cultural changes and communications. In term of communication management, the HR should communicate timely about what are wanted and what are the company’s expectations, for example rewarding the right behavior using oral communication is helpful such as by saying that “We love what you guys do and aren’t going to make any changes”. And also employees are still encouraged the express their suggestions freely. The communication strategies will be expected to help reduce the possibility of the cultural shocks. And in term of the management of cultural changes, Company ABC should shape a global corporate culture that defines a set of core values that are performance-oriented, globally consistent and designed to enhance the trans-cultural communication and coordination (Yeung, Xin, Pfoertsch & Liu 2011, p.108) and monitor the cultural changes and educate the employees that the changes of corporate culture should be heading toward a global corporate culture as defined. In this phase, the guidance of the company in monitoring the cultural changes through clear definition of the new global corporate culture is very important.

·         Handling of the issues related to the departure of key people in acquired company

Firstly, the HR of Company ABC should develop the retention strategy tailored for the key people before the acquisition. And before the setting the procedures for the key people retention, the Company ABC should develop the employee retention goals which means that not all key people should be retained at all costs. Although as said previously, the sudden lost of the key people will usually have unwanted damages to the company and to the successful acquisition of the two companies, many of the damages could not last for a long term so that the most important retention goal should be to retain those who have key skills and abilities to help the company to achieve the business objectives of the new company. And to retain these needed key people, the Company ABC can offer career counseling to the key people rather than merely offering better salary or compensations. The counseling could offer many other job opportunities other than the key people’s current positions in which their skills and talents could be made use of (Garber 2008, p.39).

Secondly, the company should get prepared to find a replacement for the key people. Although Company ABC has a retention program and relative strategies tailored for the key people, some key people will anyhow leave the acquired company, so the new company needs to find a replacement to the empties created by the departure of the key people. To find a replacement, it does not mean replacing the key positions with one of the subordinates who seems to fit the positions well. To get an excellent replacement, the Company ABC has to rely on the strategic recruitment. One thing that needs to be remembered for the strategic recruitment is to ensure that the new recruited people will support company’s strategies, corporate culture and also the strategic changes that is taking place during and after the acquisition.

Thirdly, comforting and promising the employees will be important to decrease the influence made by the departure of the key people as discussed previously. Because the departure of the key people would cause some rumors in the acquired company suggesting that there could be big redundancy coming which will result in chaos in the company and impact the normal order of working, the first thing that the HR could do to comfort the employees is to clarify the rumors by stating the company’s positions and policy regarding how many people would be fired. If Company ABC does not have a plan to reduce the labor force, an earlier and confirmed public announcement would be very helpful to eliminate the negative influence of the rumors.

 

 

·         Motivation of employees of acquired company

Firstly, the HR of Company ABC can encourage the two way communication between the management and the employees. Many employees are not motivated because their opinions are not heard by the management; it is helpful for the HR to encourage the employees to directly walk in the HR department to talk to the HR managers while the other functional department managers could be busy with the business and operation acquisitions. And when there are repeated complaints on a single issue from the staffs, the HR manager should follow up the case timely with substantial effort to improve the situation and also the progress of the case should be made known to the employees.

Secondly, though the process of acquisition could bring chaotic factors it also brings chance to increase the employee motivation and commitment through the shifting of jobs internally. As we know, the mismatch of employee skills and job requirements could result in job dissatisfaction because people are not working on something that they are interested in and have the skills to do, and during the acquisition process which is special term, the HR department could actually encourage the employees to apply other internal positions which could better make use of their skills. And this internal shifting of jobs could crate self-motivation to some employees.

Thirdly, another strategy that Company ABC can use to increase the employee motivation is by introducing more participation in decision making by the employees. By adopting a participatory decision-making, it does not suggest that all decisions could only be finalized after the consultation of all employees which is also not possible due to the long time consumed and it could be less effective. So even though a participatory decision-making is expected to help enhance the employee motivation, Company ABC need to define the conditions under which the employees will be involved in the decision making, the general principle is that when the decision involves the changes of the employee interest and what they concern a lot, the employees should be involved if possible. Also the management need to decide to what extent and how the employees will be involved. For example, in deciding the work shift setting of the new company, the HR department could make a lot of consultation with the related employees but the final decision should still in the hand of the management because the need of the work nature should also be considered.

 

 

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