M&a Information Technology Best Practices

Add value to your organization via the mergers & acquisitions IT function 

As part of Deloitte Consulting, one of the largest mergers and acquisitions (M&A) consulting practice in the world, author Janice Roehl-Anderson reveals in M&A Information Technology Best Practices how companies can effectively and efficiently address the IT aspects of mergers, acquisitions, and divestitures. Filled with best practices for implementing and maintaining systems, this book helps financial and technology executives in every field to add value to their mergers, acquisitions, and/or divestitures via the IT function. 

• Features a companion website containing checklists and templates
• Includes chapters written by Deloitte Consulting senior personnel
• Outlines best practices with pragmatic insights and proactive strategies 

Many M&As fail to meet their expectations. Be prepared to succeed with the thorough and proven guidance found in M&A Information Technology Best Practices. This one-stop resource allows participants in these deals to better understand the implications of what they need to do and how

JANICE M. ROEHL-ANDERSON is a Principal at Deloitte Consulting LLP, coordinating key components of the M&A IT–related services area. She has been responsible for leading some of Deloitte's most complex global mergers, acquisitions, divestitures, and initial public offering projects from a technology perspective. She has written numerous books on controllership and information technology and successfully passed the CPA exam.

Preface

Acknowledgments

Part I: Introduction

Chapter 1 Introduction to the IT Aspects of Mergers, Acquisitions, and Divestitures (Varun Joshi and Saurav Sharma)

Role of IT in M&A

Due Diligence

Integration/Separation Planning

Integration/Separation Execution

Wrapping It Up

Chapter 2 The Role of IT in Mergers and Acquisitions (Peter Blatman and Eugene Lukac)

Quest to Capture Synergies

Capturing the Benefits

Wrapping it up

Chapter 3 Aligning Business and IT Strategy during Mergers, Acquisitions and Divestitures (Jason Asper and Wes Protsman)

The Business-aligned Integration Model

Enterprise Blueprint & IT Alignment

IT’s Role in Functional Blueprinting

Decision-making and Business Alignment

Business Alignment in Due Diligence

Wrapping It Up

Chapter 4 Merger & Acquisition IT Strategy, Approach, and Governance IT and its Customers (Chris DeBeer and Michael H. Moore)

Strategy

Approach

Governance

Finance

Operations

Human Resources

Information Technology

Wrapping It Up

Part II: Information Technology’s Role in Mergers, Acquisitions, and Divestitures  

Chapter 5 IT Due Diligence Leading Practices (Mark Andrews and David Sternberg)

Objectives and Complexities of IT Due Diligence

Areas of Investigation

Proprietary or Product Technology Driven Due Diligence

Impact of Transaction Type on the Due Diligence Investigation

Investigation for Strategic Buyers versus Financial Buyers

Considerations of Planning IT Due Diligence

Considerations of Conducting IT Due Diligence

Considerations of Finalizing IT Due Diligence

Tying Due Diligence to the Next Steps in the Post-Merger Process

Wrapping It Up

References

Chapter 6 IT Infrastructure Aspects of Mergers, Acquisitions and Divestitures (Rick Kupcunas, Mike Trisko, Jeffry Sprengel and Mushtaque Heera)

IT Infrastructure Blueprinting

IT Infrastructure Planning

IT Infrastructure Dependencies

Wrapping It Up

Chapter 7 M&A IT and Synergies (Jim Boland, Ronald Goldberg, Colin Hartnett, Sunil Rai and Stephen Ronan)

IT’s Role and Contribution to Synergy Capture

Synergy Capture and Benefits Tracking During the Merger, Acquisition & Divestiture Lifecycle

Wrapping It Up

Chapter 8 Supporting Business Objectives with “M&A Aware” Enterprise Architecture (Pavel Krumkachev, Shalva Nolen, Nitin Prabhakar and Rajat Sharma)

Sources of IT-Related Synergies during M&A

Post-merger IT Integration Planning: The Model Makes the Difference

M&A-Aware Enterprise Architecture Models

Divestitures and the Enterprise Architecture Frameworks

Wrapping It Up

Chapter 9 The Importance of a Tested IT Strategy and Approach for Mergers, Acquisitions, and Divestitures (Pavel Krumkachev, Shalva Nolen, Nitin Prabhakar and Rajat Sharma)

M&A IT Organization and Strategy

A Tested and Repeatable Approach for IT Integrations

A Tested and Repeatable Approach for IT Divestitures

Wrapping It Up

Chapter 10 Cloud Considerations for M&A IT Architecture (Mike Brown)

Understanding Cloud Solutions

Types of Cloud Solutions

Cloud Solution: Potential Benefits

Opportunity during Post-M&A Integration

Cloud Solutions for Post-M&A Plug-and-Play IT Frameworks

Determining Suitability for Cloud Solutions

Assessing Cloud Migration Timing

Establishing a Cloud Strategy

Evaluating Cloud Providers

Cloud Solution Success Factors

Wrapping It Up

Chapter 11 Data Implication of Mergers & Acquisitions (Sascha Elsing)

Criticality of Data Management in M&A Transactions

Data Governance and Organizational Considerations

Data Confidentiality, Privacy, Security, and Risk Management

Data Archiving Requirements

Data Management Roadmap

Customer Data Considerations

Wrapping it up

Chapter 12 Using M&A to Streamline Applications Portfolio (Colin Whiteneck, Joydeep Mukherjee, Ted Veterano and Venky Iyer)

Overview of an Applications Rationalization Program

Achieving Cost Synergies through Applications Rationalization

Achieving Operational Synergies through Applications Rationalization

Technology and Cost Impact in a Divestiture Event

Emerging Trends

Best Practices for Applications Rationalization in an M&A Scenario

Wrapping It Up

Chapter 13 Third-Party Contracts in M&A
Identifying and Managing Common Implications (Christine McKay, Joseph Joy, Ramkumar Jayaraman and Ninad Deshmukh)

Challenges Inherent in Different Types of M&A Transactions

Typical Realities

Primary Challenges

Tackling Challenges

Program Management

Wrapping it up

Case Studies

Lessons Learned

Chapter 14 M&A IT Architecture and Infrastructure
Developing and Delivering Transition Services Agreements (Olivier May and Kevin Charles)

Plan Early and Resource Appropriately

Foster Deal Team and Business Collaboration to Document Appropriately

Price Services Conservatively

Establish a Practical Governance Approach

Plan Exits and Remove Stranded Costs

Wrapping It Up

Chapter 15 Day 1 Implications on IT Functions (Sejal Gala and Sandeep Dasharath)

Top Day 1 Priorities for IT

Wrapping It Up

Chapter 16 Transition Services Agreement (TSA) – Untangling the Web (Simon Singh, Nikhil Uppal and Jennie Miller)

Key Considerations for Drafting an Effective TSA

Structuring the TSA

Managing TSAs

Governance of TSA Services through a Parallel Structure

Rationale for Accelerated Exit of a TSA

Key Considerations for TSA Exit

Wrapping It Up

Chapter 17 IT Risk, Security and Controls in M&A
Identifying and Managing Common Considerations (David Caruso, Kelly Moynihan, John Clark, Jamie Fox, Joseph Joy and Scott Kaufman)

Understanding the IT Risk, Security & Controls Current State

Practices for Managing IT Risk, Security & Control Considerations

Wrapping It Up

Part III: The People Aspects of Mergers, Acquisitions, and Divestitures

Chapter 18 The Role of the CIO in Mergers, Acquisitions, and Divestitures (Irwin Goverman)

The Double-Duty Role

The Internal Role

The External Role

Some Lessons Learned

Wrapping It Up

Chapter 19 The Role of CFO (Rich Rorem, Principal, Trevear Thomas, Principal, Nnamdi Lowrie, Principal, Heith Rothman, Senior Manager, Venkat Swaminathan, Senior Manager, Chelsea Gorr, Manager, Jenny Xu, Senior Consultant and Mia Velasquez, Business Analyst)

Strategist Face

Catalyst Face

Operator Face

Steward Face

Wrapping It Up

Chapter 20 Managing the People Side of IT M&A (Tammie Potvin, Don Miller, Suseela Kadiyala, Michael Proppe, Sarah Hindley and Laurel Vickers)

Key Priority:  Communicating for Impact

Merger Stages

Effective M&A Communication

Key Priority:  Defining the Future State IT Organization

Steps in M&A Organization Design

Key Priority:  Assessing and Selecting IT Talent

Key Priority:  Managing Change

Start with Your Leadership Team

Transition Employees

Consider Cultural Implications

Assess Integration Progress

Wrapping It Up

Chapter 21 Planning for Business Process Changes Impacting Information Technology (Blair Kin)

Pre-Day 1 Planning

Day 1 Integration Imperatives

Long-Term Integration Requirements

Wrapping It Up

Part IV: M&A IT Project Governance, Testing, and Business Intelligence

Chapter 22 Integration Management Office Best Practices (David Lake and Mauro Schiavon)

Roles and Responsibilities

Key Activities

Sample IMO Templates and Deliverables

Managing the Deal

Wrapping It Up

Chapter 23 IT Program Governance during the Deal (John Uccello)

Establish Governance Model

Establish the Program Management Office (PMO)

Execute the Plan

Wrapping It Up

Chapter 24 Important Role of Data in an M&A (Lynda Gibson, Anil Tondavadi and Chris Vu)

Current Challenges and Lost Opportunities

Top 10 Ways to Use Information Management to Improve M&A

Wrapping It Up

Chapter 25 Overview of Testing (Angela Mattix, CPA, PMP)

Types of Testing

Testing Functions

Test Preparation Activities

Timing of Testing

Wrapping It Up

Part V: Conclusion

Chapter 26 Why Mergers, Acquisitions, and Divestitures Fail and Considerations to Help Avoid a Similar Fate (Matthew A. Jones and Nikhil Menon)

M&A Risks

Common Pitfalls

Critical Success Factors

Wrapping It Up

Chapter 27 M&A IT Key Success Factors (Nadia Orawski and Luke Bates)

Key Success Factors

Wrapping It Up

Chapter 28 M&A IT, Summing It All Up (Habeeb Dihu, Nadia Orawski, Justin Calvin, Luke Bates, Bryce Metro and Eric Niederhelman)

Best Practices

Best Practices to be Considered Prior to the Deal

M&A IT Strategy, Approach, and Governance Best Practices

M&A IT and Synergies Best Practices

M&A IT Contracts Best Practices

M&A IT Organizational Implications Best Practices

Best Practices to Consider in Order to Execute the Deal

Wrapping It Up

Appendix A M&A IT Playbook Overview (Joseph Joy, Shalva Nolen, Simon Singh and Nikhil Uppal)

Scope of the Playbook

M&A Playbooks Should Be Alive

Variation in M&A IT Playbook Considerations Due to Differences in Types of M&A Deals

Deal Type - IT Divestures

Tools and Templates

Wrapping It Up

Appendix B Sample M&A IT Checklists (Shalva Nolen, Sreekanth Gopinathan and Devi Aradada)

IT Due Diligence

IT Integration Readiness

IT Divestiture Readiness

IT Transition Services Agreements (TSA)

Data Requirements

Wrapping It Up

Appendix C M&A IT Sample Case Studies (Manish Laad, Abhishek Mathur and Prasanna Rajanna)

Introduction

Case Studies

Wrapping It Up

About the Editor

About the Companion Website

Index

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