Merger & Acquisition Thoughts

Mergers and/or acquisitions provide the merged companies and/or acquirer with the perfect opportunity to evaluate systems and processes of the various entities. Best practices dictate that three factors be taken into account -- timing, objectivity, and analysis. Let me comment on each of these three factors.

Timing -- It is wise to move thoughtfully rather than expeditiously. Pressure to achieve synergies can cause a rush to judgement. It can also cause a loss in productivity and raise costs (lowering profits). There is a balance that must be struck. The best timing is the one that least negatively impacts operations while achieving cost savings at a modest pace of growth.

Objectivity -- It is wise to engage a third party. This is because both the acquired and the acquirer can be wedded to their systems and processes. The correct third party is one that possesses the requisite skill to do the analysis and the independence to objectively make recommendations. A failure to use a third party often leads to a biased decision that diminishes possible synergy savings.

Analysis -- It is wise to "ask the correct question." If the wrong question is being asked, then the wrong answer will be generated. For example, asking to compare the functionality of one HR system to another HR system is the wrong question. Who cares if one HR system is as good or slightly better than another? The correct question to ask is: does one HR system support superior or more efficient HR processes than another? That question is more likely to yield a correct answer.

The Playbook

A playbook is a powerful tool. It captures best practices. It provides a guide for those new to the team and its plays. It expedites learning. It increases the likelihood of success. But much like a defense that encounters an offense that it has never seen before, the playbook can become a document worthy only of being used as kindling. 

What are the potential problems of slavishly following the "playbook"? First, it can be wrong. The foundation for great leadership is humility. Humility allows one to consider that a proven playbook may yet not be appropriate for "this" situation. Second, it can create unnecessary havoc. Successfully marching toward a cause that ultimately fails is an avoidable disaster. Third, the playbook creates "drones." Drones follow the playbook even when it is obvious that it is failing. That is why defenses facing a new offense ultimately get blown out. They keep trying the same strategies that worked in the past. Finally, the playbook destroys morale. It destroys the morale of those that attempt but fail in following it. It also destroys the morale of those that it inflicts it damage upon.

Be careful when using a playbook. Hold on to it loosely. As Bob Lewis says: "There are no such things as best practices. There are only practices that fit best."  

Generational Management (Part 2)

Having identified the various generations in the workplace, their characteristics, and the potential conflicts, how do you manage different generations?

• Send your managers to class. They need to learn to recognize generational differences and adapt. 
• Facilitate mentoring. Match different aged employees to encourage more cross-generational interaction. 
• Offer different working options. Allow telecommuting and working offsite. 
• Focus on the results. Make sure the focus is on what the employees produce rather than on how they get it done. 
• Accommodate different learning styles. Utilize a variety of training methods and venues. 
• Keep all employees engaged. Provide them with regular educational and training opportunities as well as career advice. 
• Open up the office. Do not allow the office to be a cloistered environment. 
• Toss the routines. Recognize that younger employees feel constrained with a rigid schedule. 
• Customize motivation and incentives. Be sensitive to what programs motivate each generation. 
• Give all employees a voice. Older employees have a point of view. Younger employees want to be heard. 
• Don’t confuse character issues like immaturity, laziness or intractability with generational traits. Recognize that younger generations work don’t necessarily work fewer hours, they just choose to work those hours on something other than a 9-to-5 schedule. 
• Age differences should be built into diversity training taken by all employees. It is common to emphasize race, gender, and sexual preference. Age has to be a part of the training also. 
• Think skills, not age. Experience cannot be solely defined in terms of years. Likewise, age does not prevent an employee from possessing the latest and greatest skills. 
• Emphasize commonality. It’s easy for employees to become adversarial when they focus on their differences. Continually remind your team of its common goals. 
• Respect competence and initiative. Treat everyone, from the newest recruit to the most seasoned employee, as if they have great things to offer and are motivated to do their best. 
• Draw on the strength of each generation. Reject the tendency to impose your generational approach on that of your team. 
• Adapt your management style for each generation. The point is that you can’t manage according to your value system. Rather, you need to manage according to the employee’s value system. 
• Accept what you cannot change. No matter how hard you try, you cannot change the generations. 
• Adjust how you communicate with your team. Recognize the need for diverse and ever-changing communication methods.

Generational Management

To all those who were not children in the 60’s and 70’s -- We survived being born to mothers who smoked and/or drank while they were pregnant. They took aspirin, ate blue cheese dressing, and tuna from a can. Then after that trauma, we were put to sleep on our tummies in baby cribs covered with bright colored lead-based paints. 

We had no childproof lids on medicine bottles, doors or cabinets and when we rode our bikes, we had no helmets -- not to mention -- the risks we took hitchhiking. As infants and children, we would ride in cars with no car seats, booster seats, seat belts or air bags. Riding in the back of a pick up on a warm day was always a special treat. 

We drank water from the garden hose and NOT from a bottle. We shared one soft drink with four friends, from one bottle, and NO ONE actually died from this. We ate cupcakes, white bread, butter, and drank Kool-Ade made with real sugar. Nevertheless, we weren't overweight because WE WERE ALWAYS OUTSIDE PLAYING! 

We would leave home in the morning and play all day. As long as we were back when the streetlights came on, we were not in trouble. No one was able to reach us all day – and we survived! We would spend hours building our go-carts out of scraps and then ride down the hill, only to find out we forgot the brakes. After running into the bushes a few times, we learned to solve the problem. We did not have Playstations, Nintendo's, X-boxes, no video games at all, no 150 channels on cable, no video movies or DVD's, no surround-sound or CD's, no cell phones, no personal computers, no Internet or chat rooms....... WE HAD FRIENDS and we went outside and found them! We fell out of trees, got cut, broke bones and teeth and there were no lawsuits from these accidents. We ate worms and mud pies made from dirt, and the worms did not live in us forever. 

We were given BB guns for our 10th birthdays, made up games with sticks and tennis balls and -- although we were told it would happen -- we did not put out very many eyes. We rode bikes or walked to a friend's house and knocked on the door or rang the bell, or just walked in and talked to them! Little League had tryouts and not everyone made the team. Those who didn't had to learn to deal with disappointment. The idea of a parent bailing us out if we broke the law was unheard of. They actually sided with the law! Kind of makes you want to run through the house with scissors, doesn't it?!

How many generations currently inhabit the workplace? There are actually four generations inhabiting the workplace. For purposes of this post we will focus on just three -- Baby Boomers (1946-1964), Generation "X" (1965-1978), and Generation "Y" (1979-1999).

Baby Boomers are noted as being loyal, competitive, willing to conform, appreciative of hierarchical structures, not interested in work/life balance, believe in "paying your dues", slow to adapt to change, interested in the process, and like formal and infrequent reviews.

Generation "X" is noted as being skeptical and independent. They crave work/life balance. They are more impatient than Baby Boomers when it comes to the pace of advancement. They are more able to deal with change. They are more interested in the results determining how they are evaluated. They prefer more frequent and informal recognitions and reviews. 

Generation "Y" are noted as being collaborative and team-oriented. They multi-task continually and have a disdain for older definitions of a good work ethic. They demand work/life balance though it is different than that of Generation "X" (who prefer a distinct break between work and personal life). Generation "Y" see little distinction between work and personal life as work is an expression of themselves. Generation "Y" is a "child-centric" cohort and are very impatient because they have been told since birth that they can do "whatever they want." They prefer continual feedback and see any structure as being anti-thetical to "all of us being equal."

In future posts, I will look at common areas of intergenerational conflict in the workplace and how we can manage these three generations in the workplace.

Paying it Forward

“In 1938, Roman Turski, a Polish flyer, was returning home from France. His plane developed engine trouble, and he had to land for repairs in Nazified Vienna. Next morning, as Turski stepped out of his hotel to buy souvenirs before resuming his flight, a fellow came running through the door and slammed into him. Before Turski could inflict verbal vengeance he saw the man was white with fear. When he said, “Gestapo! Gestapo!” Turski rushed him through the lobby, up to his own room, and arranged the man’s slender body under the covers at the foot of his bed. Turski made himself look like he’d just gotten up. And after the visiting Gestapo had checked his passport and shouted questions, they left without searching the room. The pilot showed his grateful visitor his flight map; they communicated by gestures. No, Turski couldn’t take him to Warsaw – he had to land for fuel in Cracow and, drawing prison bars on the margin of the map, he indicated his new friend would be arrested at any airport. He would land in some meadow just over the Polish border and his passenger would be on his own. They did and he was. When Turski landed at Cracow the police were there to search his plane; they’d been told he’d assisted a man to escape from Vienna. They found nothing, so had to release him. He asked why the man had been wanted. He was Jew!

Turski served as a fighter pilot in the Polish Air Force. After Poland’s defeat he and others crossed to Rumania, where they were caught and sent to concentration camps. Turski managed to escape and join the French Air Force; after France’s fall he went to England and fought in the Battle of Britain. On one of his missions he rammed a German plane and was hit by a scrap of its tail. Partially blinded with blood, he was unconscious when he crash-landed his Spitfire in England. His skull had been fractured and the chief surgeon at the hospital thought it useless to operate.

But he awoke and saw a narrow face looking down on him. The fellow in the white smock spoke: ‘Remember me? You saved my life in Vienna.’ Turski remembered and learned the rest of the story. The fugitive passenger had eventually arrived in Warsaw. Before the war he escaped to Scotland. He heard that a Polish squadron had distinguished itself in the Battle of Britain. He thought Turski might be in it. He wrote to inquire – he was! He knew Turski’s name because it had been written on the margin of his maps. The day before he had read of a Polish hero shooting down five enemy planes and crash-landing near a certain hospital. The piece had indicated the flyer’s condition seemed hopeless. He asked the RAF in Edinburgh to fly him to the hospital named. Turski asked him, ‘Why?’ His answer: ‘I thought that at last I could do something to show my gratitude. You see, I am a brain surgeon. I operated on you this morning.”

From Roman Turski, “The Evaders,” Secrets and Spies: Behind-the-Scenes Stories of World War II (Pleasantville, N.Y.: Reader’s Digest Association, 1964), as retold by Dale Ralph Davis, 1 Samuel: Looking on the Heart (Grand Rapids, MI: Baker Book House, 1988)

Moving the Business Forward (Part 5)

1. Innovation Killers
Like Shackleton, whose undertaking was criticized for being too “audacious” (no one had done what he had done and it took nearly 40 more years before the expedition was tried again) and who was disappointed time after time by promised grants of financial aid which failed to materialize -- IT needs to manage innovation killers. If Shackleton had listened to those around him, he would never tried a trans-Antarctic expedition. Likewise, if IT listened to those innovation killers who reside in every company – policy hawks (i.e., those that state the project/initiative is inconsistent with established corporate polices), metric misers (i.e., those that de-rail projects/initiatives because they cannot be measured using established budget metrics), penny pinchers (i.e., those that oppose projects because they cost money and have questionable ROI’s), and devil advocates (i.e., those that promise to support the project/initiative but cannot be found when the project/initiative is launched – much less as it proceeds) – innovation would be stopped before it gets started.

2. No Constraints
Secondly, IT needs to make sure that no constraints are placed on innovation. Shackleton’s expedition was at least 40 years too early. The technology needed – air support, motorized vehicles, telecommunications – simply did not exist. Yet, this did not stop him.

Likewise, IT can only be innovative if we eliminate all constraints. Borrowing from Jack Bergstrand and his book, “Reinventing Your Enterprise”, we need to ask questions like:
· “If you could start from scratch? What would you do?” (Clean Sheet)
· “What would your company look like with no fixed assets?” (A new asset structure)
· “If you cut your transactions in half, what would your company look like?” (Fewer moving parts)

IT needs to have a passion for something different. We need to think (and encourage) unconventional thinking. We need to challenge people to go beyond what they think they can accomplish so that they can be a catalyst to generate innovative ideas. That is, we need to facilitate the very alteration of the organizational mindset.

3. A New Business Model
Thirdly, we need to recognize that innovation is more than just achieving a positive ROI. It is more than being transformational. Innovation is creating a new model of business. It is creating a new line of business. Shackleton’s expedition was not just a faster, more efficient accomplishment of what had been done before. It was something new – it was a new challenge never undertaken. It was not making the race horse run faster. It was the introduction of a horseless carriage!

Likewise, innovation demands that IT do more than make the customer portal faster. It is more than virtualizing servers. It is more than moving applications to the cloud. It is more than displaying KPI’s on smart phones. It is more than replacing laptops with tablets. IT cannot be truly innovational until it creates a new business model, a new line of business, or a new source of revenue.

To be innovational, IT must create a mobile app that allows pizza to be ordered on a telephone. IT needs to make it possible to print labels on a truck so that the vehicle can pick up returned merchandise that is now considered hazardous (Did you know that hairspray is considered hazardous when sent for disposal?).

Andrew Isaacs, a professor at UC Berkeley’s Haas School of Business has stated that there are three types of innovation. The easiest is a product or service innovation. The second type is a process innovation which involves a cultural change. The toughest type of innovation is business model innovation (the one we are discussing) because it changes the way an entire industry/company works. That is the type of innovation that IT needs to deliver.

4. Execution
Fourthly, we need to recognize that innovation is more than just a set of ideas. Shackleton had a great set of plans for his expedition. He spent months acquiring the countless items of equipment, stores, and gear that would be needed. Sledges were designed and tested in the snow-covered mountains of Norway. A new type of ration intended to prevent scurvy was tried out, as were specially designed tents. But innovation is more than just a set of ideas. And Shackleton had to execute a plan based upon those ideas.

Likewise, we need to not fall into the trap of placing too much emphasis on ideas and not nearly enough emphasis on execution. There are more than 10,000 climbers each year who attempt to reach the heavily glaciated summit of Mount Rainier in the Northwest. It is perhaps the world’s most difficult climb that is accessible to novices, so long as they are accompanied by expert guides.

The first hour of the climb is easy. Each subsequent hour is harder. At dawn, the climbers get their first glimpse of the summit – majestic and inspiring. With each step, however, their labors become more excruciating. Muscles ache. The air becomes thinner. Some of the climbers become dizzy. In fact, nearly 50% of those that start out, turn back failing to achieve the summit. For those that persevere, the summit brings jubilation and exhilaration. Months of preparation comes to fruition. To be atop Mount Rainier is to sense that you are on top of the world. The city of Seattle lies more than fourteen thousand feet below.

But their adventure has only begun. They still have to get back down. And the descent from Rainier’s summit is actually the most difficult part of the expedition. Climbing a flight of stairs may be harder than descending but this is not the case with a descent from Mount Rainier. It is a dangerous mountain, one that claims a few lives each year. The snow on the surface of the glacier can collapse into interior caves and tunnels, and climbers can slip into deep crevasses. As each hour passes, sunlight and rising temperatures soften the snow and increase the risk. Added to these risks is the fact that climbers are deeply fatigued and prone to mistakes. No matter how many times they are told of the dangers in advance, climbers naturally relax at the summit. The glamorous part of the quest is over. The big aspiration – the big dream – has been fulfilled. The trip down is an afterthought.

There is a Rainier-like summit in innovation. It occurs when an organization says yes! That’s a great idea! Let’s take it to market! Let’s make it happen! Getting to the summit can be difficult. The challenge of reaching the summit lures many. It captures the imagination. It is easy to get others excited. Getting to the summit can seem like the fulfillment of a dream, but it is not enough. After the summit comes the other side of innovation – the challenges beyond the idea – execution.

5. Risk-Taking
Finally, innovation requires that we take risks. Shackleton would never have saved the crew of the Endurance without taking on risk. The 800 mile boat ride in an open boat with only a sextant and a map is ridiculous. Climbing a mountain without adequate gear and one that only experts try – is insane. But spectacular success requires taking risks.

Likewise, innovation requires that IT takes risks. The interesting thing about this is that risk-taking is not in the DNA or makeup of most IT leaders. According to an article in CIO Magazine in November, 2010 innovation lags in IT departments because:
· Of a fear of failure
· Only 20% of CIO’s consider themselves as innovational
· IT became a cost center

We need to break this cycle of fear. To become innovative, IT must take risks. It must demonstrate an obsessive quest for results that create/allow a climate for risk taking and innovation. We must (within reason) tolerate failure since each failure can be used as a learning event, or a step in the right direction. And we must have a relentless commitment to deliver specific, quantifiable outcomes. This will assist the organization in achieving a “breakthrough” strategy. The best IT shops never stop learning.

Abraham Lincoln’s personally reviewed every letter requesting that the government purchase a particular invention that would shorten the war. He was astute enough to realize the importance of gaining new and effective weapons as soon as was humanly possible. As a result, Lincoln oversaw the implementation/rollout of pontoon bridges, hot-air reconnaissance balloons, ironclad ships, and breech-loading rifles amongst others.

The ability of IT to entertain innovative ideas and ask for help/permission in implementing them may seem to be obvious. But the sad fact is that too many IT shops resign themselves to the limits imposed on them by flawed systems rather than re-thinking those systems. Given the pace of technology change, IT simply must create a climate of risk-free entrepreneurship necessary to foster effective innovation. (Donald Phillips -- "Lincoln on Leadership")

Where is Safety-Kleen in this journey? It is a very interesting question. As I prepared this presentation, I was forced to look myself in the mirror. I was forced to hold myself up to the standard that I was creating. This is what I found:

· We have built a firm foundation. We have a multi-year plan that lays out a business, application, and technology blueprint. This multi-year plan is at its core, business-driven technology enablement. It is consistent in both timing and focus to that of the company’s 3/5 year plan. We are seen by the business as being credible. Our solutions are highly customer-centric.
· We have been transformational. The business-driven technological solutions have addressed real business needs. They have yielded increased efficiency, higher revenues, lower costs, and lower risks. They have introduced practices that fit best within S-K. They have assisted in building a culture of continual improvement.
· We aspire to be innovational. While we have navigated the “shark-infested” waters past innovation killers, while we have removed most constraints from our employees imploring them to “think about the box”, while we have proven to be very good at execution, and while we are more than willing to take on risks – we have not yet introduced technology to create a new line of business or a new model of doing business. That is our next goal!

I tell you this for transparency purposes. I, S-K, have not arrived. We have built a firm foundation. We have been very transformational. But the mountain to be scaled to be innovational is a very high standard. I hope that this presentation provides you with a picture of how you can become innovational and the things you need to do along the way to make it possible.

Moving the Business Forward (Part 4)

Consequently, Shackleton decided to risk an open-boat journey in a lifeboat to the distant South Georgia whaling station, where he knew help was available. To undertake this journey was a feat of unparalleled bravery. South Georgia was 800 miles to the northeast. It was an island that was no more than 25 miles wide at its widest point. And they only had a sextant and a map to navigate the trip. The smallest of navigational errors would mean missing the island and certain failure.

The strongest of the lifeboats, christened James Caird after the expedition's chief sponsor, was chosen for the trip. The ship's carpenter made various improvements, including raising the sides, strengthening the keel, building a makeshift deck of wood and canvas, and sealing the work with oil paint and seal blood. Shackleton chose five companions for the journey. He also refused to pack supplies for more than four weeks, knowing that if they did not reach South Georgia within that time, the boat and its crew would be lost.

The James Caird was launched on April 24th, 1916. What lay in front of them? Gales (this sea was notorious for stormy weather), 80-90’ rollers, and undoubtedly the greatest danger was ice – especially at night. One single collision with an unseen fragment could have ended the journey in a moment. Fifteen days later, on May 8th, due to Worsley's navigational skills, the cliffs of South Georgia came into sight. They were only three miles off the coast. Just as victory was in their grasp, the whole complexion of things suddenly changed. A powerful storm descended upon them. The wind blew at an estimated 80 knots. 40’ rollers buffeted them. These hurricane-force winds prevented any possibility of landing. The party was forced to ride out the storm offshore, in constant danger of being dashed against the rocks on shore. They would later learn that the same hurricane had sunk a 500-ton steamer bound for South Georgia from Buenos Aires.

Finally, on the tenth of May, 1916, they were standing on the island from which they had sailed 522 days before. They had accomplished the impossible. They had planned only on getting food and water and sail around to the other side of the island to the whaling station. But the Caird’s rudder had been lost while coming ashore. Also, they lacked the strength to haul the heavy boat on to land to make the repair. Plus, to tear apart the decking to lighten the boat would have made it useless for the journey around the island to the whaling station given the turbulent weather patterns at this time of the year.

Shackelton came to the conclusion that instead of sailing to the whaling station, three members of the party would go overland to bring help. By sea it would have been a voyage of more than 130 miles. By land it was a scant 29 miles in a straight line. The only difference between the two was that in the three-quarters of a century that men had been coming to South Georgia, not one man had ever crossed the island – for the simple reason that it could not be done. A few of the peaks on South Georgia rose to 10,000 feet which certainly is not high by mountain climbing standards, but the interior of the island has been described by mountain climbing experts as impassable. Shackleton knew this – and yet there was no choice.

Two inch screws were taken from the boat and attached to their shoes. They took food for 3 days, no sleeping bags, a single stove, two compasses, a pair of binoculars, a single carpenter’s adz for use as an ice pick, and 50 feet of rope. They left base camp a couple of hours before dawn broke.

Having no map of the island interior and needing to choose speed over reconnaissance (they were unprepared to weather a storm on the side of the mountain), they continually found themselves scaling a summit only to have to retrace their steps and try to find a different way around or over the peak due to plunging chasm’s and un-crossable crevices.

Finally, well after 4 o’clock on the first day, they again struggled to the top. The ridge was so sharp that Shackleton was able to sit astride it, one leg on either side. Though the descent was steep, it was not so bad as the others had been.

Fog began to roll in. There was no need to explain the situation. If they stayed where they were, they would freeze in a matter of hours. They had to get lower and with all possible haste. So he suggested they slide. What if they hit a rock? What if the slope did not level off? What if there was another precipice? Shackleton responded – “Could they stay where they were?”

Forming a human toboggan, they slid down the face of the mountain and dropped over 2,000 feet in a matter of a minute – plowing to a stop in a snow bank. They felt that special kind of pride of a person who in a foolish moment accepts an impossible dare – then pulls it off to perfection.

Though they had to descend another 5,000 feet, hike through the night, and jump 25 feet over a waterfall -- the difficult part of the journey was over. They made the whaling station before dusk on the second day of their climb/descent.

The first to see them were a group of children. They came running into the camp terrified. Shackelton’s group came, not from the sea, but from the interior of the island. They were heavily bearded, and their faces were almost black (from the constant burning of seal blubber and the absence of soap) except for their eyes. Their hair was as long as a woman’s and hung down almost to their shoulders. Their clothing was strange. It was not the sweaters and boots worn by seamen. Instead, they were in ragged parkas.

The first adult to greet them learned the men spoke in English. He took them to the manager of the facility who yelled: “Who the hell are you?” The man in the center stepped forward and said – “My name is Shackleton.” The manager reportedly turned and wept.

It should be noted that the next successful crossing of South Georgia on land was not until October 1955 (40 years later), by the British explorer Duncan Carse, who traveled much of the same route as Shackleton's party using modern equipment and an extensive set of supplies.

Shackleton immediately sent a boat to pick up the three men from the other side of South Georgia while he set to work to organize the rescue of the Elephant Island men. His first three attempts were foiled by sea ice, which blocked the approaches to the island. He appealed to the Chilean government, which offered the use of Yelcho, a small seagoing tug from its navy. Yelcho reached Elephant Island on August 30th, 1917, and Shackleton quickly evacuated all 22 men.

Why would I tell this story? It is because there are many parallels between Shackleton’s journey and our journey to propel the business forward.
 • Both endeavors require a firm foundation,
 • Both endeavors require a proven process of transformation, and
 • Both endeavors require a culture of innovation.
Let us briefly consider how Shackleton’s expedition instructs us in how to create of culture of innovation....