The Reality of M&A Governance

Empirical research shows that two thirds – some claim even four fifths – of all acquisitions fail.  Bad acquisitions can spell disaster for a company, but if successful, they can lead to healthy growth, enhanced competitiveness and a world market position. Despite the vast amount of academic and practical research on M&A, there are still no adequate theories to explain this continued trend of failure. In fact, although success factors have been broadly researched and are well known, most work still concentrates on them without concomitantly touching upon the necessary governance structure which enables their effective deployment. This is crucial. In order to determine what constitutes an effective board and governance structure, extensive qualitative fieldwork was carried out through discussions with some of the most renowned international CEOs and Chairmen. From this, two in-depth analyses of prominent cases are made, one of extraordinary success and the other of integral failure. The business leaders' management approaches are scrutinised, revealing significant differences between what worked and what did not, and recommendations are derived for improved corporate governance. The author's conclusions sharply illustrate the limits and challenge the inadequacies of current business practice, revealing gaps between mainstream theory and the reality of the boardroom. Due to his innovative approach, the study is praised by practitioners for itsadditions to strategic management understanding and its provision of effective tools for boards and managers.

 “Farsam Farschtschian's analysis of M&A and the board of directors’ evolving responsibilities addresses the subject in a way that has never been done before (…). I believe that this analysis is, in many ways, highly original. His work is greatly enriched by the detailed depiction of the reality of top management's work in the context of M&A and by the exploration of how experienced business leaders think about these matters and have dealt with them.

Dr. h.c. Helmut Maucher, Honorary Chairman of Nestlé

“Farsam Farschtschian does a magnificent job in analysing and sharing with us his insights on how to bring companies together. Farsam proves there is a common theme of clear decision making, clarity of purpose, and the ability to focus on the right things as the key to successful M&A. If you're a board member of a small, medium or large company, or have the ambition to be one, this book is a must read.”

Rene Schuster, CEO Telefonica Germany

“The key conclusion of this important book, that the role of the board in M&A transactions is over-estimated, allows firms to structure the co-operation between board and management in a manner which will be beneficial not only for future transactions, but also for the success of a firm in general: the board should concentrate on having the right team in place, guide it where necessary, make sure there is proper monitoring and a 'lessons learned' culture for both the process and even more importantly the integration phase.”

Prof. Dr. Rolf Watter, Partner Bär & Karrer AG

"The author treats one of the most important subjects in M&A: the decision making process of the acquirer and the influence of governance structures on the success of an acquisition. This work can be recommended to all M&A practitioners and to all board member and managers who take part in an acquisition."

PD Dr. Urs Schenker, Managing Partner, Baker & McKenzie Zurich

“Ultimately, in M&As, human factors and the ability to interact effectively with decision-makers within the given corporate governance structure are key. Farschtschian's book is an illuminating scientific and empirical study which makes a Valuable contribution to current M&A praxis."

Dr. Dirk Notheis, Chairman Morgan Stanley Bank AG