Change management is a natural process following mergers and acquisitions. From the Board to operations, people are required to realign themselves with the new founded entity. The process may involve reshaping, restructuring, new hires, as well as disengaging personnel, regardless of the length of their tenure or contract. These changes are not only smart but essential – as separate entities objective and goals would have been different but as one merged entity, business needs must be redefined across the board.

Most times change management is a challenge. People fear the unknown and act to preserve their interest and long-held authority within an enterprise by resisting change. The reality though is shareholders’ interest boil down to bottom-line: profitability. Rightfully so since it is their dollars on the line when businesses bear losses. Those losses, or gains, are directly attributed to how and who run the shows, from the Board of Directors to senior executives to rank and file. As owners, shareholders appoint the Board and entrust them with certain authority to execute in the best interest of the entity – ideally. Unfortunately, too often, that is not what transpires in reality, as we have seen with AIG, GM, Goldman Sachs and Morgan Stanley and Fannie Mae and Freddie Mac, to name a few.

The question then is what steps should shareholders take to protect their interest and essentially, the business? How are they assured that past mistakes will not be repeated by the Board and their executives? Owners are not involved enough to ensure success, regardless of the reason(s). On the other hand, executives who are hired and entrusted with the well-being of an enterprise must make executive decisions that exclusively benefit the business. If that process require re-aligning their own positions and/or compensations, engaging independent entities for objectivity and proficiency and/or new hires as well as disengaging people, so be it.

People mistakenly credit their positions more than what they really are. The longer a position is held, the more that misconception. Extremely few people are indispensable in the working world. The sooner people grasp this concept, the stronger and more efficient the work force will be. Carl Icahn said it best -

…….. managers have been awarded lavish retention bonuses. In my view, very few managers are irreplaceable, especially in this economy.

On the other hand, shareholders may boost their work force by assuring easy access to them by all on board, be it at AGM or direct discreet communication without the fear of retaliation and/or loosing their jobs. Not the complaint department, where it’s essentially handled by legal to avoid lawsuit, but direct access to share ideas and/or to present business proposition for profitability. Wouldn’t owners (shareholders) be open to ways their business may reach greater heights by accelerating performance, doing more with less (cutting cost), boosting efficiency? As a shareholder, I would.

Mergers and acquisitions bring forth complex problems because the competition within is doubled to protect own self interest – human nature. Shareholders must be more involved, demand more answers – at least during the months following the acquisition. One greatest tool to their advantage is technology – it should be used to strategize, partner and execute.

Tags: acquisition, AIG, Business, change management, enterprise, entity, Fannie Mae, Freddie Mac, GM, Goldman Sachs, mergers, Morgan Stanley, owners, shareholders, Technology
Posted in Best Practices, Business, Technology |

Remember Enron? More recently AIG? What did these two corporations have in common? Corruption and ethics violation.

Corporations do not collapse overnight. Corruption start in small doses, a little stealing here and a little stealing there. Very soon, that appetite for greed and total disregard for corporate standard of business conduct consume the greedy, dragging down the corporation along the way. These violations always occur at the top of the ladder. Unfortunate but history tells us so. Violation of ethics and corporate compliance should be stopped early.

Most companies formulate policies, often known as corporate compliance and ethics guidelines, that pretty much is – or should be – the backbone of a corporation. These policies set standards for internal employees as well as relationships with vendors and partners. Many companies take these guidelines seriously providing seminars and training employees to practice business standards set forth.

When a senior vice president of a publicly traded corporation is entrusted with added responsibility of overseeing  specific operations and performance, it becomes her responsibility to engage teams most suited for a specific job in the best interest of the corporation she serves. But when she engages or exerts influence so that her husband is hired, it’s a conflict of interest. Furthermore, she stands to receive direct financial gain by giving or influencing her husband to get the job. If that step involved zero opportunity for other competitors then the misconduct is much more serious and should be investigated, at the least. But the most obvious? You simply cannot, and should not, hire your spouse if you don’t own the company.

It is healthy to have competition and for corporations to practice equal opportunity. But, when privileged information is stolen under false pretense, it is not a competition. It’s dishonesty and playing dirty.

Recently, I evaluated and had lengthy discussions with a former executive of perhaps one of the largest corporation and the most recognized brand in the world. Learning of my intention, one of my well wisher advised me against engaging him. My advisor thought he was not a good fit for us and reminded me that his wife was our competitor. However, the gentleman assured me that our and his wife’s space were very different – our focus is on large corporations, his wife’s on small to mid sized market. With that clarification and verbal assurance, I briefed him on a couple of companies I had studied. Little did I know he was sharing my privileged information with his wife. Worse still, he encouraged his wife to pursue the very companies that he was gathering information from me, under the false pretense of working for us. Mind you, this is the same gentleman who once ran an IT division for one of the largest corporation. It gets more interesting: one of the employee of his wife is the husband of the senior vice president, mentioned above, whose office has the direct authority to oversee the hiring as mentioned earlier.

Oh, what a tangled web we weave, when first we practice to deceive!

Looking back I feel sorry for him, even though he was dishonest and demonstrated poor integrity. Without a corporate title, the person that is left behind is the true nature of an individual. When that proves to be devoid of basic human decency, it is a very sad image. Here was a man who received very handsome severance package, has a daughter nearly my age, betrayed my trust and cheated a very young company, all for some instant profit? Monetary gain is fleeting – money disappear as quickly as they appear – but the reputation you leave behind and the impact you have on people, will follow you to your grave. After 20 to 25 years in the corporate world, last many years holding executive positions, should have left him with dignity, honesty and self-respect. But, he failed to reveal any of those traits. What can be sadder than that?

Businesses are run by people. The success, or failure, are the result of the conducts of those same people. Without executing ethics and best practices, I doubt any corporation can survive. It is to my advantage that I’m rational, objective and practice zero favoritism at work – running a very small company compared to that corporation – so much so that my inner circle of people feel they need to watch my back, since I myself don’t do it, as someone put it recently, while friends are sometimes offended when we hire the best person qualified over them.

And what about that senior vice president? She violated the Corporate Standard of Business Conduct of the very company she serves as stated on that policy in Section 4 and 5 of certain pages.

Is business ethics really a gray area as the sage, above, claims or is it simply good for our business?

Tags: AIG, Business, compliance, Enron, ethics
Posted in Best Practices, Business |