Foreign firms have baggage

When companies think of a foreign takeover, they all too often become consumed by the thrill of the chase.

Of course, the dull reality once you have closed a deal is that all acquisitions have to be monitored and managed. Even so, questions such as who will manage the acquisition often remain unasked until the deal is done.

Then the panic begins. Hastily arranged, part-time appointments of itinerant directors are often the outcome. And we wonder why so many foreign acquisitions fail.

The problem is made worse by an acquirer's lack of understanding of what it has bought. Due diligence is designed to deal with this but there are many cupboards in which those who have been acquired can conceal their skeletons.

And there will be skeletons. Any firm that is attractive to another has a story to tell.

Thus, the acquirer's first job is to discover what it has bought. Help is at hand. In a recently published book, The Management of International Acquisitions, the authors add immensely to our knowledge of the impact of nationality on international acquisitions.

They argue that as tastes, markets, products and supply chains converge, you might expect the techniques of post-acquisition integration to converge, too. And if that happens, the nationality of the acquirer should matter less.

Forty companies provided survey and interview data for the book. These were split by nationality into four sub-groups of 10 cases from France, Japan, the United States and Germany. A fifth group of British acquirers was included as a control. Contrary to popular belief, the authors found, post-acquisition practices were highly divergent.

In such vital functions as strategy formulation, financial policy and control mechanisms, practice depended on the nationality of the acquirer. The greatest divergences across the five nationalities were in the balance between strategy and finance and the extent to which home-country nationals influenced the acquired firm.

British and US acquirers were more insistent on integration than the German or French. US acquirers exercised most direction and integration, and did most to centralise control.

German and Japanese acquirers were at the looser end of the integration scale. They adopted a longer-term view.

This raises the interesting question: does the speed or depth of post-acquisition integration affect profits?

The authors conclude that performance depends less on the mechanisms controlling it than on how the parent implements them.

Conviction, consistency and self-confidence in reconstructing a new identity for the acquired firm were good predictors of success. The acquired people were made to feel they were "in the hands of a winner", which led to "enhanced motivation and ultimately to performance".

What particularly interests me in this book is the effect of integration on corporate governance. Does the acquirer add directors from the acquired firm to its main board? Does the acquirer install one of its own as a monitor? Clearly these questions are dependent, in part, on how much the parent wants to integrate its quarry.

The book found that more than four-fifths of the 40 acquirers imposed either a chief executive or a finance director. Others imposed commercial, R&D, sales and marketing or operations directors, whose impact must have been variable as no results are reported.

International expansion tends to change the composition of parent boards, too.

The demands to accommodate more national cultures, functions and customers lead to the appointment of more directors, both executive and non-executive, and (in US companies) the separation of the roles of chief executive and chairman.

The Management of International Acquisitions by J. Child, D. Faulkner and R. Pitkethly, Oxford University Press, 2001. John W. Hunt is professor of organisational behaviour at Lon- don Business School and a consultant to private and public sector clients.