Professional Documents
Culture Documents
Correspondence to: Mitchell Lee Marks, College of Business, San Francisco State University, San Francisco, CA
94132, Phone: 415-817-4343, Fax: 415-817-4340, E-mail: marks@sfsu.edu
Human Resource Management, NovemberDecember 2011, Vol. 50, No. 6, Pp. 859 877
2011 Wiley Periodicals, Inc.
Published online in Wiley Online Library (wileyonlinelibrary.com).
DOI:10.1002/hrm.20445
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861
Culture in Combinations
Culture encompasses the way things get done
in an organization. It represents the shared
goals, roles, norms, and ideologies held by a
given organization and its members and includes the set of important, often unstated
assumptions, beliefs, and values that guide
an organizations business practices (Buono,
Bowditch, & Lewis, 1985; Schein, 1985).
Consider some examples of cultural factors in
combinations:
Do managers make quick decisions and spend time selling others on their merits or
do they take time up front
to build consensus and then
implement decisions in a relatively quick manner?
Does a business have monthly
or quarterly meetings? Are
there formal presentations
or do managers roll up their
sleeves? Is the emphasis mostly
on financials or all aspects of
the operation?
Does an organization attempt
to typically promote from
within or does it go outside to
find the best person possible?
Social identity
theory contends
that organization
members show
a positive bias
toward members of
their own in-group
and tend to hold a
negative view about
the members of an
out-group in order to
862
Levels of Acculturation
Acculturation results when contact between
two autonomous cultures requires change in
one group or both (Berry, 1980). While there
Human Resource Management DOI:10.1002/hrm
Combination Phase
Unfreezing
Precombination
Combination
2. Unfreeze
cultural mind-sets
Moving
3. Move toward
desired culture
Postcombination
Refreezing
4. Refreeze the
desired culture
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864
3. The postcombination phase when implementation occurs and people settle into
the new organization.
The framework also reflects the requirements of effective organizational
change management, as identiThe cultural
fied in Kurt Lewins (1947) classic
endstate in the
model of unfreezing, moving, and
refreezing.2 While each deal has
framework is more
its own dynamics and there can
never be a one-size-fits-all prescripof a journey than a
tion for combination managedestinationthere
ment, the framework highlights
four sequential tasks for harnessmay be legitimate
ing the power of culture to contribute to achieving a combinations
reasons for
financial and strategic objectives
changing the
while minimizing the potential
culture clash:
desired endstate,
1. Define a desired cultural endeither strategic or
state.
2. Deepen cross-cultural learning.
cultural, to adapt
3. Drive the combination toward
the desired end.
to the changing
4. Reinforce the emerging culbusiness situation.
ture through substance and
symbolism.
In practice, culture management in M&A
is an iterative process. Mid-course corrections
are common in mergers and acquisitions that
succeed in attaining their financial and strategic objectives (Marks & Mirvis, 2010). As
the months of integration planning roll by, it
is likely that market, competitive, regulatory,
and/or technological conditions will change.
It is also possible that due diligence wasnt all
that diligent and the buyer finds some skeletons in the targets closet after the deal closes.
So, the cultural endstate in the framework is
more of a journey than a destinationthere
may be legitimate reasons for changing the
desired endstate, either strategic or cultural,
to adapt to the changing business situation.
865
866
Absorption
Transformation
Acquired company
conforms to acquirer
Cultural assimilation
Best of Both
Additive from
both sides
Cultural integration
Degree of
Change in
Acquired
Company
Low
Preservation
Reverse Merger
Acquired company
retains independence
Cultural Autonomy
High
Low
Degree of Change in
Acquiring Company
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868
To understand a culture, you need to appreciate the whys beneath the whats that you
observe. Many misunderstandings and communication breakdowns result from managers, lacking the means to decode, translate,
and contextualize messages from publicly
available information about their partners.
Unless key players from the combining organizations learn to read these deeper roots of
the other sides culture, mutual working relations will always be under threat.
Learning plays an essential role in raising
awareness of cultural dynamics in a combination (David & Singh, 1993; Shrivastava, 1986).
In a rare field study of managing culture in
M&A, Schweiger and Goulet (2005) examined
three levels of cultural learning during an
acquisitionnone, shallow, and deepand
found an interesting relationship between
them and the subsequent integration of
plants in an acquired firm. In the case of no
learning, they found, not surprisingly, no relationship to eventual integration success or
failure. By contrast, deep cultural learning
interventions, involving cross-company dialogue, culture clarification workshops, and
the like, had a strong, positive effect on integration success. Measured results included
greater cross-cultural understanding, smoother
resolution of cultural differences, more communication and cooperation between combining parties, and greater commitment to
the combined organization.
What fascinates in this study is that shallow learning (e.g., show-and-tell presentations, official communiqus, informal Q&As,
and such) did little to clarify and eliminate
inaccurate cultural stereotypes or to reconcile
differences between the partners. On the
contrary, these had the undesirable effects of
strengthening perceptions of cultural differences and reinforcing stereotypes that contributed to conflict between the organizations.
Based on this research, it seems that it is bet-
a particular endstate
makes sense and
others where it
Unfreeze Mind-sets
Through Deep Cultural
Learning
As the merger or acquisition receives legal approval, the combination phase begins with earnest
attention to planning how to join together
the partners. This is a critical period when the
organization is at least somewhat unfrozen
and employees are relatively malleable to
new ways of doing things. Most executives
miss this opportunity and, instead, try to
combine quicklyrather than carefully
with the promise of coming back later to rethink culture and fix things later on. Of
course, they rarely make the time to revisit
combination decisions and, even if they did,
they would have to deal with unfreezing the
newly solidified norms and practices that
have been set in place.
HR professionals can help business partners understand and be prepared for the work
of managing culture at this critical juncture
in a combination. In what seems counterintuitive to business people who want to move
forward, looking back at both the differences
does not.
Company A Culture
How Company A Views Its
Own Culture
Company B Culture
How Company B Views Its
Own Culture
Financially driven
They dont have good
technology
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1. A preservative combination
connotes cultural pluralism.
them both a radical
2. A best of both blending partner
cultures means cultural intemakeover.
gration.
3. Absorptive acquisitions and reverse mergers both are forms of
cultural assimilation.
4. A transformational combination, of course,
entails cultural transformation.
The requirements for managing culture
vary depending on whether the desired endstate is to keep the precombination cultures
at arms length, mix them up, fold one into
the other, or give them both a radical makeover. (In consideration of space limitations,
we provide sample interventions for each
level of acculturation rather than comprehensive approaches.)
while the buyers current U.S. business provided employees with a choice of six health
insurance plans. What seemed like an obvious improvement to the buyer was greeted by
people at the seller, many of whom were
young Generation Y employees, as an inconvenience. Why are you forcing us to make a
decision about health care plans? came the
cry to their HR liaison from the lead firm.
The European firm learned from briefings
with HR that the positive or negative effect of
a change is in the eye of the beholder and
moved more carefully in contemplating future policy changes.
871
and speedy deliverystrengths that the respective partners brought to the deal. This
activity also highlighted undesirable cultural characteristics, such as bureaucracy,
which were present in the premerger partners and were weakened or eliminated in the
process of combining the banks by having
transition teams consider them
during integration planning.
The merger of HR in the HP/
In a merger of
Compaq deal provides some examples of how to integrate culture
equals or an
into the integration decision-making process. The cultural endstate acquisition with the
identified for this merge was one
new company, one new culture.
The HR integration team operated
through three phases. In the
first phase, the HP team conducted a current-state analysis
that compared the two firms
HR strategies, structures, functional capabilities, and respective technologies. In the second
phase, the HP team was joined by
counterparts from Compaq, validated the analysis, and set up
adopt and go teams to recommend which sides approach to
adopt. At the integration phase,
these recommendations were
synthesized into goals and an
operating plan covering staff appointments, workforce reductions,
employee communications, total
rewards, and an overall people
strategy.
intention of selecting
best practices
from the partner
organizations, the
consequences
of how culture
is managed are
substantialthe
two sides will
either seek to
work through their
differences or fight
over them like cats
and dogs.
Cultural Assimilation:
Respecting Cultures
Cultural assimilation is probably the most
common endstate, especially when there is a
difference in the size and sophistication between the lead and target firms. Assimilation
is also the result when a buyer folds some or
all of its business into a target in a reverse
merger. Either way, one side conforms to the
others way of doing things. The key here is
to move somewhat quickly to avoid too
much uncertainty and to capture hypothe-
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873
explicit management
philosophy with
values and norms
that guide behavior
in the combined
organization.
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Conclusion
As new organizations are created with people
from different cultures, who may have been
bitter competitors or come from foreign
lands, opportunities for conflict and misunderstanding abound. Rather than wait for
culture clashes to occur, HR leaders can
prompt business partners to proactively address and manage culture in M&A. The
framework presented here helps them do this
in a comprehensive manner by clarifying the
desired endstate, unfreezing employee mindsets, using appropriate interventions to move
in the desired direction, and refreezing cultural norms and values.
Cultural differences between combining
firms can either help or hinder the attainment of desired M&A results. HR has an opportunity to not just keep culture in play but
to press for cultural interventions with sufficient depth and consistency to overcome the
many forces operating against desired culture
change. This is no easy task for a function
whose people may feel their personal
employment or career progress is threatened
by the combination. Yet, it seems like the
only way to go if HR shares with its business
leadership a genuine interest in using culture
to help a merger or acquisition achieve its
strategic and financial objectives.
Notes
1.
2.
MITCHELL LEE MARKS is a member of the faculty of the College of Business at San Francisco State University and leads the consulting firm JoiningForces.org. His research and
consulting focus on organizational change, team building, strategic direction, corporate
culture, human resources management, employee motivation, and the planning and implementation of mergers, acquisitions, restructurings, and other major transitions. He is
the author of six books, including Charging Back Up the Hill: Workplace Recovery After
Mergers, Acquisitions and Downsizings. He has a BA from the University of California at
Santa Cruz and a PhD in organizational psychology from the University of Michigan.
PHILIP H. MIRVIS is an organizational psychologist and senior research fellow at Boston
College. His studies and private practice concerns large-scale organizational change, the
character of the workforce and workplace, and business leadership in society. An adviser
to businesses and nongovernmental organizations in five continents, he has authored
10 books, including The Cynical Americans, Building the Competitive Workforce, To the
Desert and Back, and Beyond Good Company: Next Generation Corporate Citizenship.
Mitchell Lee Marks and Mirvis have recently authored the second edition of Joining Forces: Making One Plus One Equal Three in Mergers, Acquisitions, and Alliances. Mirvis has
a BA from Yale University and a PhD in organizational psychology from the University of
Michigan.
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