10 April 2008

Deals Take on a Life of Their Own

Just about every CEO denies it will happen to her. Clinically analytic CEOs and their teams, painstakingly analyze the acquisition (either their own company being acquired or a company they are intending to buy). Great process, due diligence, clear minded accountants, tax & legal counsel, all engaged and focused on the particulars. Investment bankers who sole incentive is the get the deal done. Mix all that together and what do you get? A great acquisition?

Sometimes! But quite often most deals, whether they are good or bad, end up completed. Once offers are made and dollars are discussed, deals take on a life of their own.

What does that mean? It means that even intelligent, experienced, and dedicated professionals all get caught up in very human behavior. That behavior, psychologists tell us, relates to the "investment" of time, energy and resources that have gone into getting the deal to where it is. These costs, this effort, this intense focus, leads to momentum. Like physical inertia, all of this "weight" of pointed activity aimed at getting this deal to where it is may very likely cause the deal to occur, no matter what the outcome of the final details. That is deals may occur simply because they are heading down the tracks at such a great speed (and mass of effort) that even the best laid plans may go awry and make way for a not so optimal deal.

How do you counter this?

It's not easy. Those involved in the deal, and especially those whose compensation is based upon getting the transaction completed (like investment bankers for instance!) will exert great pressure to get the deal (virtually any deal) completed. Acknowledging what smart business people call "sunk costs" and ignoring these as the final deal comes into place, under circumstances like these, is extremely difficult.

The best way we have seen to avoid succumbing to these kinds of pressures is to engage a dispassionate third party - who has the ear of the CEO - to keep a sort of pressure gauge on the transaction. Ensuring that this objective third party stays objective is the first trick. Even outsiders start to get excited about potent deals. Keeping them compensated despite the eventuality (or not) of a transaction and doing whatever you can to encourage them to point out the blemishes is your best medicine.

When deals get done, kudos are passed around, deal plaques are created, bankers get huge fees, and the good feelings abound (at least until the first quarters' combined results are tabulated). Perhaps companies should get in the habit of securing plaques for deals that don't get done, because someone realized it might not be the optimal deal?

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