The Hr Guide to European Mergers and

News of a merger or acquisition is a big event in the life of a company, which stirs uncertainty, anxiety and fear. The changes, redundancies and so on, that often follow this news, are a further source of turmoil for the employees of both companies involved.There is no magic formula to avoid these effects completely. However, good planning, communication and human resource practice can mitigate the worst of them; keep everyone that matters on board; and ensure that the new organization maintains your reputation for sensitive people management.Get it wrong, on the other hand, and you may lose the very people you were most anxious to keep; put the success of the process at risk and even face employment tribunals or other legal proceedings. In addition, imagine how these processes are complicated by any transnational elements.James F. Klein and Robert-Charles Kahn provide a practical, hands-on guide to successfully integrating HR functions following any merger or acquisition within Europe. The book guides you step by step, providing the methodology, tools, sequence of events and necessary material. It includes comparative tables, tips and stories illustrating the differences, specific issues and pitfalls that are particular to the different European countries.20 years of human resources experience across companies in continental Europe has gone into creating this blueprint to successfully implementing the people side of successful mergers and acquisitions.

James F. Klein is an intuitive and self-taught human resources professional. He is a strategic thinker who has managed major reorganisations, day-to-day HR, corporate restructuring and a number of wide-ranging M&A projects in Europe. Excelling in process and execution, he combines a structured approach to problem solving with consulting and hands-on experience in international human resources management Robert-Charles Kahn holds a Master's degree from 'Thunderbird', The American Graduate School of International Management in Phoenix, Arizona and a bachelor's degree from Macalester College in St. Paul, Minnesota Robert is the founder of the consulting company RC Komm SA, aiding companies to cross borders with their communication, training, public relations and marketing

List of tables and figures

ix

Acknowledgements

xi

Foreword

xii

Preface

xiii

Introduction

1

(6)

Part I: The early stages

1 Understanding the objectives, scope and expectations following a merger

7

(3)

Getting information

7

(3)

2 HR Due Diligence

10

(9)

What is a Due Diligence report?

10

(2)

Key components of an HR Due Diligence report

12

(7)

Facts with direct financial implications (hard facts)

12

(3)

Facts with indirect financial implications (soft facts)

15

(1)

Facts with miscellaneous implications

16

(3)

3 Setting up an integration plan

19

(26)

What is an integration plan?

19

(8)

Who owns the plan?

20

(1)

Who manages and coaches the integration plan owner?

20

(1)

What project management tools should be used?

21

(1)

How to establish your integration plan

21

(1)

Setting up the plan

21

(3)

Organizing documentation

24

(1)

Avoiding the short circuit syndrome

24

(1)

Define the basis and timelines for reporting

25

(2)

Prepare the communication plan

27

(18)

Empowering a communication team leader

27

(2)

HR communication milestones and key stakeholders

29

(5)

Defining communication tools

34

(2)

Developing Question and Answer and communication guidelines

36

(9)

Part II: The transition period

1 Analysis and comparison of terms of employment

45

(9)

Analysis of differences in contractual terms of employment

46

(8)

The employment contract

46

(2)

Analysis and comparison of salary and commission systems

48

(6)

2 Analysis and comparison of benefits

54

(10)

Health, pension and related benefits

54

(8)

Scope of medical coverage

55

(1)

Old age and retirement

55

(6)

Life insurance

61

(1)

Social and other benefits

62

(2)

3 Human Resource Management Information Systems, tools and data transfer action plan

64

(2)

4 Comparison of general HR policies and handbooks

66

(10)

The mission statement

67

(2)

The policy processes

69

(7)

5 Designing retention programmes

76

(13)

Programmes to retain key players during the integration process

77

(5)

Programmes to retain employees in the new organization

82

(7)

Part III: The integration stage

1 Process review

89

(9)

Review of products and sales

89

(3)

Review of the vocabulary used for job descriptions and responsibilities

92

(6)

Identify the groups for comparison

92

(1)

Define the basic weighting criteria

92

(3)

List job titles and their equivalents

95

(1)

Prepare a comparison sample

96

(2)

2 Manpower planning, assessments and redundancies

98

(8)

Transparency of the process

98

(1)

Regular and complete communication

99

(1)

Definition of manpower needs

100

(6)

3 Assessment programmes

106

(11)

The scope and timing of the assessment

107

(10)

Key leadership competencies

109

(2)

Assessing the results

111

(5)

Feedback and communication on decisions

116

(1)

4 Redundancy strategy and guidelines

117

(13)

Awareness of local labour laws and regulations

117

(6)

Preparation for the redundancy announcement

123

(1)

Assigning responsibilities

123

(1)

Establishing guidelines for the severance package

124

(1)

Redundancy guidelines

124

(4)

Implementing a helpdesk or hotline

128

(1)

Using facilitators, career counselling and outplacement services

128

(2)

5 Finalizing transfers and integration

130

(9)

Transfers, appointments and lines of reporting

130

(1)

Integrating employees

131

(3)

Conclusion

134

Appendices

Appendix 1

139

(3)

Appendix 2

142

(35)

Index

177

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The Hr Guide to European Mergers and Acquisitions

Summary

Author Biography

Table of Contents

Supplemental Materials