HRM&A
HR Mergers & Acquisitions Expert

This module covers the fundamentals of Mergers & Acquisitions:

• Deal types: What are the different types of transactions that you can use in M&A? There is a whole
  range of deal types and deal continuum that we look at, e.g. the full spectrum from minority stakes to full
  acquisitions, various ways to arrange a merger, leveraged buy outs (LBOs), initial public offerings (IPOs),
  divestitures, spin-offs, equity carve-outs-
• M&A Process: The program covers both perspectives from a buyer’s perspective (buy side) and from a
  seller’s perspective (sell-side). We explore how to seek buyers or potential targets (long list & short list)
  and how to run a sale in various ways (negotiations and auctions).
• Strategies for M&A: We dive into the strategies for Megers & Acquisitions. How can you create
  competitive advantage through M&A, diverstitures and equity alliance?
• M&A Negotiation: How can you prepare for the negotiation phase? What are ways to arrange a value
  creating deal?
• Introduction to Due Diligence: How do you prepare for and execute a smart Due Diligence to assure value
  creation? What are the different areas that can be covered in the Due Diligence process?
• Success Factors in Transactions: We explore the success factors and key challenges and mistakes to avoid.
  Which M&A tactics work in which industries?
• Takeover Strategies and Defence Tactics: How can you prepare your company against a hostile takeover
  attempt and reduce potential threats? Which are the defence mechansims that you can put into place and how affective
  are they? Which ways exist to acquire a business successfully in a hostile way?

Learning Outcomes for Essentials of M&A

• Understand the different methods companies can acquire or merge another firm
• Distinguish between Management Buy Outs and Management Buy Ins
• Differentiate between spin-off, split-off & carve-outs
• Classify horizontal & vertical mergers
• Identify different strategies companies use to exit investments
• Classify types of tender offers and what constitutes them
• Analyze and compare different ownership shapes & structures
• Identify growth factors in M&A transactions
• Structure & manage M&A portfolios
• Identify value adding factors in M&A
• Identify value destroying factors
• Analyze various success measurement test & methods
• Classify drivers of profitability in M&A
• Analyze historical M&A waves and their driving factors
• Identify factors in Cross Border M&A activity
• European, Emerging markets, based on regions
• Evaluate historically largest deals
• Define characteristics of M&A waves
• Understand the buy and sell side process, covering both the traditional and holistic view
• Distinguish between the role of advisors and working with them in an M&A setting
• Establish framework for potential target buyer and seller searches
• Identifying relevant industries, companies, locations, financial advisors
• Preparing long and short lists
• How do M&A deals originate and the deal flow
• Discuss necessary agreements and documents in M&A deals
• Construct due diligence plans and activities
• Conducting and updating findings over the transaction lifecycle
• Organizing due diligence teams and data room management
• Identify various areas that require due diligence runs
• Conduct due diligence in a cross-border setting
• Create a minimalistic due diligence
• Identify warning signs in due diligence results
• Judge past and present takeovers battles
• Analyze takeover attacks and strategies for defense

In the Due Diligence module, we discuss the key questions and topics to address in a due dilligence. It covers the following areas of DD in depth:

• Financial Due Diligence
• Tax Due Diligence
• Legal Due Diligence
• Human Resources (HR) Due Diligence
• Commercial Due Diligence and
• other Due Diligence areas

Learning Outcomes for Due Diligence

• Determine potential deal breakers, negotiations and quality of earnings
• Differentiate between a DD and an audit
• Recognize tax exposures and liabilities
• Analyze different types of taxes
• Structure transactions
• Analyzing current and future liabilities
• Selecting the right legal counsel
• Legal and contractual obstacles
• Analyzing employment contracts, compensation & labor agreements
• Conducting a cultural due diligence
• Running a management audit
• Conceptual & general tools for industry analysis
• Analyze current and potential customers
• Conduct a product and technology portfolio analysis

The Post Merger Integration module gives you a thorough introduction into the following aspects:

• Integration Governance: Project Management and Work Stream coordination
• Synergies: Identification of Growth and Cost Synergies and their realization
• Function Integration: How to integrate the different business functions, e.g. Sales & Marketing,
  Finance, HR, etc.
• Change Management and Cultural Issues: How to deal with differences and success with Communication and
  Change Management.

Learning Outcomes for Post Merger Integration (PMI)

• Identify the major challenges in PMI
• Determine the success factors in PMI
• Integrate due diligence findings with PMI planning
• Evaluate reasons for failure in PMI
• Devise a timeline for integration planning
• Adapt to speed, based on deal size and goals
• Strategy creation for achieving quick-wins
• Create integration teams and coordinate with Integration Management Office
• Create temporary task forces and coordinate with the IMO
• Examples of PMI organizational structures
• Identify correct communications timings and channels
• Establish a plan for day 1
• Understand the guidelines for internal communication
• Plan and prepare for change management
• Recommend processes to facilitate change and communication
• Prepare tools for change management
• Classify channels for communication
• Methods to maximize value after acquisition
• Analyzing acquisition climate and target resistance
• Recognize the directions of integration
• Recognize the dependence of acquisition strategy and degree of integration
• Identify various integration phases
• Determine steps to deal with integration phases
• Coordinate with the IMO and steering committee
• Determine the extent of integration
• Maintain day-to-day business operation in parallel with integration activities
• Identify immediate synergies & quick wins
• Recognize key customer journeys
• Identify long term synergies and goals
• Achieve synergies
• Devise tools and templates for functional workplans
• Construct a workstream charter
• Managing communication channels in M&A
• Interpret various behavioral patterns
• Classify dealing with people in an M&A setting

In the Compensation & Benefits, HR Integration & Change Management module, you will explore the

• Compensation & Benefits: Pensions & Compensation Systems
• Integrating the organization/ staffing in the integration process/communication
• Managing layoffs / outplacement
• Labor Law & Labor Agreements
• Employee representation (unions, work councils, …)
• Total Rewards
• Talent Retention