What is Post Merger Reorganization

Shailja Singh

13 Jul, 2023

Post-merger reorganization is a comprehensive process that involves restructuring various functional areas within a company to achieve planned objectives. It encompasses integrating two or more organizations and merging their cultures, procedures, policies, and employment environments. The success of post-merger reorganization depends on careful planning, effective communication, and addressing key factors to ensure a smooth transition and maximize future value.

Understanding Post-Merger Reorganization

The post-merger reorganization involves a series of actions divided into stages: before, during, and after the merger. Each stage requires careful consideration and planning to ensure all necessary actions are taken. The following detailed steps should be considered during each stage:

Before the Merger:

• Legal Formalities: Ensure that all legal requirements, such as obtaining necessary approvals and clearances, are fulfilled before proceeding with the merger.
• Change of Name and Logo: If the restructuring results in a name change, create a plan to update all name boards, letterheads, websites, email signatures, and other locations where the company name is displayed. Adjustments to the corporate logo should also be considered.
• Revising the Organization Chart: Develop an updated organization chart at all levels to reflect the new vision, mission, and structure post-reorganization. In the case of a takeover, the acquired entity may need to align its organizational structure with the acquiring entity.

During the Merger:

• Communication Plan: Develop a comprehensive communication plan to keep stakeholders informed throughout the merger. Timely and effective communication is crucial during this phase. Employees should be provided with updated information, clarity on organizational changes, and any policy updates. Communication with stakeholders such as bankers, auditors, and advisors should also be considered.
• Employee Compensation, Benefits, and Welfare Activities: Evaluate the terms and conditions of employment for both entities and develop a strategy for harmonizing them. Aligning compensation structures, revisiting fringe benefits, and considering the feasibility of continuing existing welfare activities are essential to ensure employee satisfaction and prevent high turnover.
• Aligning Company Policies: Conduct a thorough review of existing policies and develop a plan to align or amend them to reflect the new organizational structure. Acquiring entities often aim to bring consistency to group policies, requiring changes based on the nature of the business, location, and applicable laws.
• Aligning Accounting and Internal Database Management Systems: Evaluate both entities’ accounting policies and practices and determine the adjustments needed to align them with the new parent organization’s requirements. Database systems should also be aligned to provide relevant data to the new management, which may involve training personnel and addressing reporting issues.
• Revisiting Internal Processes: Review and revise existing internal processes to align them with the merged entity. This includes redefining responsibilities, adjusting reimbursement processes, creating email accounts, and ensuring access to relevant data. Identify any redundant processes and streamline workflows to enhance efficiency.
• Re-allocation of People: Develop a detailed plan for reallocating personnel in various positions and functions. Consider the skills, expertise, and experience of employees from both entities to ensure the most optimal allocation. Proper planning is necessary to avoid overlapping responsibilities and underutilization of staff and to ensure employee career progression opportunities.

After the Merger:

• Engagement with Statutory Authorities: Ensure compliance with legal requirements by completing all necessary formalities with government authorities. This may include updating registrations, permissions, and licenses granted in the past.
• Record Keeping: Maintain comprehensive records, including statutory and non-statutory registers, forms, approvals, and property records. Relocate records to centralized storage maintained by the merged or new entity, ensuring they are easily accessible and organized.
• Immovable Property: Address changes in property ownership, lease agreements, and related legal aspects. If there are multiple office locations, consider consolidating them to optimize costs and improve efficiency.
• Expansion of Existing Teams: Support staff must be prepared to handle the increased demands of a larger organization. Training departments must accommodate the training needs of a more extensive employee base and implement best practices from both merging entities.
• Revised ISO Certification and Similar Certifications: Certification changes like ISO should be reflected to accommodate the merged organization’s structure. Locations and functions may require updates and intimation to relevant bodies.
• Miscellaneous Considerations: Various aspects, such as updating company websites, branding strategies, marketing materials, and employee-related items, should be addressed. These may include changes to the power of attorneys, bank accounts, bank guarantees, and other miscellaneous items.

Cultural Factors and Post-Merger Examples: Hindustan Lever Ltd. (HLL) and Tomco Merger

A notable example of cultural factors influencing post-merger reorganization is the merger between Hindustan Lever Ltd. (HLL)¹ and Tomco. HLL had a result-oriented, systems-driven work environment focused on performance and demanding work culture. In contrast, Tomco had lower employee productivity. The challenge for HLL was integrating these two different work cultures after the merger.

HLL sought to rationalize Tomco’s workforce, and although some employees resigned, it was crucial to protect the employment conditions and honour the service conditions of Tomco employees. Successfully integrating these cultural factors required careful planning and communication to ensure a smooth transition for all employees.

Conclusion

Post-merger reorganization is a complex process that requires careful planning and execution to achieve the desired objectives. By addressing key factors such as changes in name and logo, communication, employee compensation, and welfare activities, alignment of policies and processes, engagement with statutory authorities, and various other aspects, companies can successfully navigate the challenges of post-merger reorganization.

Effective integration of cultural factors, as demonstrated in the HLL and Tomco merger example, is crucial for a harmonious transition. By streamlining operations and aligning resources, organizations can maximize the potential benefits of a merger and position themselves for future success. Attention to detail and proactive management is vital in ensuring a smooth and successful post-merger reorganization process.

FAQ

Read our Article: What is Post Merger or Reorganisation of a Company?

1. https://en.wikipedia.org/wiki/Hindustan_Unilever