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Mergers and Acquisitions

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by James R. Audet

 

September 25, 1999
210th Anniversary of Congress' adoption of the Bill of Rights

 

The concept of "merger" is simple enough when considered in the abstract world of conceptual cubistic art of "business" school.  Be the assets hard or human, they fall, nevertheless, into the melting pot from which the new steel of the merged entity comes forth.  The definition for merger is silent regarding the element that makes any organization function efficiently -- people.  In today's information age, no silicon chip made a company grow; it was the effort and sometimes genius of the firm's employees that excited the electrons into performing useful work.

 

We see today a continuing trend of mergers and acquisitions (M&A).  Through the combination of specific assets, the commingling of relevant technologies and resources, the legally stated aim is a more vibrant, competitive force in the marketplace.  In the 1960s, the rage was diversification through M&A.  Corporate executives, living in a psychiatric delusion that growth through any means was good, bought non-strategic companies to increase their company's balance sheets.  They wowed the inmates of Wall Street's asylums with the strength of their deal-making ability.  For most of these golden boys of corporate cookery, their pastries flopped and burned.  During the inflation rampant 70s and 80s, diversification caused their company's debt to balloon out of control, eventually becoming too great to service from the alleged cash flow promised from the new "holding company."  Today, mergers and buy outs are less for any strategic purpose but to quash innovation and strangle competitors.  Ultimately, these new mega-malls be come so large that the antitrust laws are turned upside down by the mantra of "B" school pariahs-in-training of "too big to fail."

 

Let us examine a recent example.  Names are irrelevant as the situation is a not unique, but strictly routine.

 

First we have the CEO's of the two companies.  Notwithstanding the fact that they have spent less time with their firms than a freshman congressman's stay in Washington, their respective Boards of Directors have rewarded them with unconsciously oversized, multi-million dollar bonus packages for what the trade press will call their astute insight and unique managerial capabilities.  Baloney.  How sweet it is when they are old friends, or members of the same church, or share similar golf handicaps.  Does it matter that the stock of the newly merged company falls 20 percent in its first two months of trading?  Of course not.  It will not affect their compensation packages one bit.

 

One level below these golden parachutists of the "wrong stuff" is the "senior executive" (SE).  Not necessarily selected for any gifted talents in management, they likely have been anointed for whom they know, not what they know.  SE's whose social accoutrements don't make the grade are given comfortable exit packages, sized well above anything compensatory for their failures.

 

Below the corporation's top ten "hit parade" -- no more, mind you, than can be comfortably accommodated in a Lear Jet -- are most of the well-meaning, hardworking employees whose stake in the company is their life, their families, their confidence in America's values.  These are the loyal fools who toil to make the corporation's "quarterly projections" or satisfy Wall Street's new fascination with "whisper numbers."  Undoubtedly, they are the source of many a joke behind closed doors.  Do the SE's know at whose expense they laugh?  Unlikely.  It is the stockholders who pay the price.  Does it matter?  If the stock keeps falling... it will be the SE's that will learn the painful cost of their comedy.

 

The SE's pride themselves by offering a "fair process of selection" to determine those employees who will stay and those that are jettisoned to the corporate swale of flotsam and jetsam.  Lindbergh had a better chance of crossing the Atlantic than the company's employees have with the process.  The SE's calculate using their Redmond computer programs and "do the numbers."  Let us terminate 250, 2500, 25,000 jobs.  Their arithmetic is strictly elementary -- just append another zero.  It is management by grammar school logistics, a recent B school innovation that requires no thinking, only an ability to type.  Even Hollywood knows how to produce an "A-Team."  Higher level mathematics is left to the terminably ill such as scientists and engineers, not SE's.  The limited capabilities of the SE's lead to the hunt and peck method of downsizing.  They peck at "kernels" that offer little managerial capability and that do not challenge a prejudice or insecurity.

 

A kernel that remains in the chicken coop becomes a manager, or in keeping with an elitist fascination with the knavish terms of British royal crockery, "Director."  These expendable ones have the last call at the troughs, fattening themselves on the largess of those who previously demonstrated years of diligent service and of those who covered for their incompetence.  Years of practice in back room politics have made them outstanding gravediggers.  Like Norman Bates of Psycho fame, they know where they have buried the bodies in the swamp.  Little do they realize that the day will come when they too will be led to the slaughterhouse, or as the memorial for a burial at sea tells us, "And the sea shall give up its dead."

 

In the company's engine rooms, the employees, grimy and exhausted, are told to pick themselves up and bid for their old jobs.  They get three chances, as if they have three darts to throw at the balloons of a carnival midway attraction.  The process is no less rigged than the carny's oft-crooked games.  It is demanded that they prove their worth to the new company, giving examples of their contributions which will no doubt be claimed by those that have already been chosen as the Old English Sheep dogs for this new gang of sheep.  For these luckless ones, it is like asking a dead man to write his own eulogy.  The members of the "integration team" claim it is simply a process by which to get acquainted with prospective employees, as if the "disintegrators" have lived in a cave for the last thirty years and the business of the company is utterly new to them. The documents the sheep are required to complete are worded in sentence fragments and run on sentences.  A chimpanzee with a crayon could have styled them better.

 

The "work experience documents" rely on the heavy use of verbs such as achieved, realized, actualized, and demonstrated.  The same accomplishments of the company's employees that were  to  chronicled and trumpeted in prior annual reports are now as lost as vintage Hollywood movies produced on acid stock.  One would think that some things are self-evident.  Woe to Thomas Jefferson if he lived today.  He would not have survived this new corporate America.  He would have been sent back to Monticello with the Declaration of Independence pinned to his shirt with words, "What have you done for us in the last two weeks," scribbled across it.

 

We will select the "best and the brightest" the SE's claim, as if David Halberstam's book lies dog-eared on a corner of their desks.   Have they read his book?  Do they even know who he is?  If asked the question, it is likely to elicit the response, "Wasn't he a prophet?"  There is no need to rely on an employee's many years of diligent service.  All persons are subjected to the same dehumanizing, by the numbers approach offered by "Unexcel." Does a spreadsheet have some superhuman need to have its cells filled?  Will silicon chips go screaming into the hallways without something to do?  Will computers explode if they fail to get input?  Will the fingers of the SE's fall off?  What is likely is their brains have atrophied and the only exercise they get is to keep their fingers moving.  It's as easy as 1, 2, 3, don't ya know.

 

Those that do not fit the company's DNA match are released to the public as over-aged, under-experienced, or overpaid, regardless of the truth.  This is the new double-speak that corporate America has learned so well from the television and print media -- the same that feeds the illusion machine lodged in our Nation's Capitol.  In the new America, anyone over the age of 35 is a liability.  One may wonder how social security will fair in ten years when the mass of these persons, laid waste by Alan Greenspan's obsession with productivity increases, have to retire at forty.  Social security becomes insolvent as the lower FICA payments of these underemployed are no longer able to support the social security bills of their parents.  Of course, these "forced retirees" may be able to flip burgers, unless the Gatekeeper from Redmond automates that too.

 

When a twenty year veteran of the company expresses disapproval for the absurdity of the process, the complete lack of intelligence in job descriptions, the destruction of the rain forest for all the pulp that has been throw about, the failure of the company's new paperless, "Outlook," he is told by the SE of Human Resources that, "This is how business is done today."  Oh yes, we are all witnesses to how business is conducted today.  Mass murder in the workplace.  Children killing children.   The despicable conduct that takes place in the Oval Office of the President provides an introductory lesson of business to young people: latch on to the current rage for getting what you want -- lie, cheat, steal, manipulate.  If you fail, let your anger express itself.

 

Standing so proud in a designer suit, the SE of Human Resources (HR) is comfortable that her mere title guarantees status of privilege and authority.  She has no compassion for those subjected to the dehumanizing re-staffing process.  She employs an anti-personnel model imported from some East Coast firm of alleged efficiency, a corporation that benefits from its suborning contributions to Congress to strengthen its own monopoly through M&A.  The CIA has been held as the standard of an oxymoron; HR is a better example.  HR's skills are superior to the National Rifle Association; it always hits its target.  When this SE is questioned whether she likes her job, she bemoans that Nordstrom has yet to open a store.

 

Mergers are all about human beings.  Not just employees, but spouses, children, the basic infrastructure of a community that gives a company a being in the first place.  Those without a golden parachute are left to fall free, grasping at the air, trying to give their spouses and children a last hug before the inevitable impact with the ground smacks them brutally in the face.  Do the SE's have the guts to look into the eyes of the children of an employee who ended his own life in the midst of this "opportunity for the company to grow?"  Of course not.  Do they have any sympathy for the families that end in divorce court because of the loss of an income?  Heavens no.   "We have employee assistance for that," they say.  They hide at the top of headquarters, behind doors guarded by frightened executive assistants, segregated by politically correct private entrances and dining rooms, obscured to the painful reality of their victims by the tinted windows of their vehicles.

 

To those that sit in judgment of the company's employees, take care of those that have served you so well, that have provided the silk for your lovely dresses and for your parachutes of escape.  Take a break from counting your money and focus, for a change, on the people from whom you have raped your success and unearned excesses.  Someday, you may know the pain of those whom you have chopped off at the knees. Someday, you may need a tourniquet to stop your own hemorrhage. Someday, you may need an excuse to your God for the life you have led.

  

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