A domain model for mergers and acquisitions will save us.

The clash of domains

Two companies shall be merged. Two workforces and two administrations have to be aligned, changed and integrated. The first problem that comes up is corporate language and a missing joint domain model and integration plan for people involved but also for applications, companies, locations and countries.

Domain models

Domain models are semantic models that show objects and their relationship in a specific domain. For the M&A domain there will be representations of the M&A strategy, the business case, the integration plan and of course, of both companies to be merged. In addition we need a model of the integration project and all the tasks to be carried out in the different phases of the M&A process. The domain model does not only cover company data, but also data about the M&A process, the involved people and other attributes of the integration like goals and objectives and how they are measured.

Mapping out phases and tasks in the M&A process

Soon , the PMI workgroup of the German M&A association will publish a reference model for all tasks in the M&A process. Here is a short preview of what will be included:

• Phases: are part of the M&A process like a due diligence phase or the phase between sign and close.

• Tasks: describe the activities to be carried out during the M&A process. Plus there will be goals and objectives for each task that steer the execution of the tasks and measure success.

• Concepts: Describe the domain data of the different companies, like companies, departments, the project management domain

Wow, that might be a lot of data types to be modeled, how can you ensure consistency? It all comes together on a task level. Tasks are executed to transform companies to reach an end state, called goal. Goals and objectives will be different by merger and companies involved.

In our case the goal is that the organizations are integrated. Success is measured with two objectives: integration success is maximized and risk is minimized.

task:             execute_merger_integration_project

phase:            merger integration

goal:             buyer and target organizations are integrated.

objectives:       integration success is maximized, risk is minimized.

task description: Resources for the project will be allocated.

                  and the integration project will be executed.

concepts:         target, buyer, organization, budget, project plan, resources

Domain model APIs foster integration of tool vendors

Domain models can be used to drive transparency in the heterogenous world of M&A tools. Tool vendors can easily show the coverage of tasks within the domain model

The description of phases, tasks, concepts, goals etc. will be formalized and can be easily used to generate API descriptions that could be used to integrate different tools in the M&A process like data rooms, project management tools etc. So stay tuned for more progress.

Scaling new, unfamiliar  business models is a popular topic in large corporates. These new business models might originate from internal or external initiatives, even from acquisitions. How can corporates scale new business models successfully in such situations? Here are my views on it.

Not the usual merger

A widespread perception of mergers and merger integration is that an important objective of such activities is collecting cost synergies or consolidating industries or buying your way up and down the supply chain. Scale and growth are a second thought, if at all. This is different in high tech industries, such as pharma and software. This is different and even more challenging when acquiring and scaling new business models.

Similarity of M&A and Digitization initiatives

A large company acquires a small company to adopt a new business model. An intrapreneur tries to implement a new business model in a large corporate.  Both represent the same type of challenge:  making an existing organization adopt a new business model.  Both can be solved with appropriate, new approaches.

Modulating the corporate immune system

Integrating new business models needs new approaches. The acquirer has to ask the question: “Why have we acquired the company?” If the answer is: “Because they are different” or “Because they have a business model that is new to us”, the acquirer should carefully select integration speed and depth. The acquirer should also make sure that he is preparing his own organization to be ready and able to integrate the new business model. Getting prepared for that might take some time, which influences integration speed.

The acquirer also has to manage the “corporate immune system” which typically rejects new business models due to employee statements like “not invented here” and “that is not the way we do it”.

Change intensity in your court

While in usual merger integration most of the changes happen to the target, this is a different ballgame. A massive change in the operating model  of the acquiring organization is needed. Such change is only possible if the large organization is willing and able to change.  In addition strong empowerment and executive support is needed to establish such change.

A (positive) synergy is the increase in shareholder value coming from mergers and acquisitions activity. Below is a list of potential synergies that are usually considered for mergers and acquisitions. If a synergy applies for a deal and how big the synergy is has to be analysed and planned for each deal.

Keep in mind that synergies are not self-fulfilling prophecies. You need careful planning, execution and tracking of synergy related work to realize synergies.

Synergies seen from outside of the companies

Looking at a company from the outside, the synergies of a merger can come from the following sources:

Relationship to Suppliers

• increased negotiation and purchasing power

• consolidation of existing suppliers and contracts

• leveraging better existing conditions for a supplier contract from target or acquirer

Supplied goods and services

• increase in purchasing volume and potentially a decrease in price

Relationship to financial institutions

• increased negotiation and purchasing power

Relationship to customers

• increased negotiation and purchasing power

• increased revenue from upselling and cross-selling opportunities

• increase in portfolio assets to be sold to customers

• increase in the number of customers and/or markets covered

Sold goods and services

• revenue effects from broadened portfolio

• faster time to market since acquired goods and services are available immediately for selling by the acquirer

Relationship to partners

• increased number of partners

Relationship to government and states

• potential synergies for corporate tax

Synergies seen from the inside of companies

Synergies for all corporate functions

• Centralization of tasks and elimination of organizational and functional redundancies is often cited as a main source of synergies

 Synergies for the business models

• The target introduces a new business model for the acquirer

Cost synergies

Looking at cost synergies, two main sources of cost synergies are often cited: elimination of redundancies and reduction of inefficiencies.

Learn more from my upcoming book on merger integration.....

(C) Dr. Karl Popp 2019

Every acquisition and merger integration carries numerous risks. Actually, acquisitions and merger integrations have a bad reputation due to risk. Many integrations fail or do not reach objectives in a sufficient manner. This is why it is important to detect, evaluate and to manage risk in M&A transactions and in merger integration.

Risks can e.g. originate from the target company, from the acquiring company and from the integration of the two companies. In the best case, these risks are determined in due diligence, mitigations are planned and all is being handed over to the integration team as soon as possible.

Risk discovery in due diligence

While the target related risks are analyzed in detail in due diligence, the risks related to the acquiring company and the risks related to the integration itself are often neglected. In addition, not all risks can be determined in due diligence alone, new undiscovered risks might come up during the integration.

What you see is all there is

We learn from Kahneman that the risks that are being found depends very much on the experience of the people looking for risk. He says that you will only find the risks that you have experienced, heard about or read about.

This is why it is very important to use risk catalogues, experienced integration managers and risk managers. Walk through the risk catalogue to see if there are applicable risks, use your own or somebody elses experience to determine additional risks and run a risk workshop with an experienced risk manager.

Key risks in merger integration

Experience shows there are risks in merger integration that occur in each acquisition. While there are many risks outside of companies, let us focus here on risks inside the involved organizations. From my point of view, these reoccurring risks are:

1. Brain drain/Attrition: key employees or a large share of employees from the target are leaving.

2. Cultural integration problems: people don´t feel at home, feel lost or frustrated and thus attrition increases and people are leaving.

3. Wrong perception and estimation of integration complexity and effort: acquisitions can get complex on many dimensions like size of the target and acquirer business, number of companies, countries and locations involved. With the complexity, the effort may skyrocket.

4. Bad management of the integration scope and integration project: these are generic project management problems revisited. They also occur in merger integration projects.

How to deal with risk

In my view, there are four ways to deal with risk: Ignore, monitor, mitigate and sell.

Ignoring risk is dangerous alternative. If at all, you should use ignoring only for a risk that you think has very limited impact on the success of the merger integration and very small likelihood. And you have to be aware oft he difference between probability and likelihood. Likelihood means you only have a guess about the chance of a risk to become true and impact the merger integration.

Monitoring risks is a slightly better approach to risks. In this case you simply watch the risks to see if the likelihood or the impact has changed. If a likelihood or impact increases, you might switch to one of the following alternatives.

Mitigating risk is the preferred approach. This means you are trying to establish counter measures to be able to avoid the risk or reduce the likelihood or the impact of the risk. Be aware that mitigations needs people, time and budget to work.

If certain risks are perceived to have a massive financial impact and cannot be properly mitigated you might want to sell these risks to insurance companies. One example might be environmental risks of manufacturing plants.

Change management in PMI is the process and methods (tools) to manage the people side of the integration to achieve the declared PMI goals. Therefore, it is important to link the change management to the PMI strategy and the project management in the PMI project. (integrated change management approach). Both change management and project management support the PMI transformation – moving from the actual organization of the Target through a change period (managed via the PMI project) to the future state (successful integration of the Target organization). Integrating the newly acquired company into your own organization, you are ultimately going to be impacting the following aspects: PMI Strategy, Structure (process organization and structural organization), People (like job roles) and Culture. Whenever you adjust those elements in your own organization or at the Target level you need to manage the technical side as well as the people side.

The role of the Change Manager

Experience has shown that it is supportive to inform the top and middle management upfront and to use them as multipliers. In that regard the preparation of Q&As is helpful and enables to speak the same language and to deliver equal key messages.
Who might be the adequate change agent? This depends on your own as well as on the Target organizations. Supervisors and Managers are Change Agents. Change Management is a leadership topic. Enable managers in their role as change agents through empowerment and awareness-raising workshops. However the concrete involvement and role depends on your specific PMI project. Undertake a stakeholder analysis as early as possible to identify the sponsors and other important multipliers.
The key element in change management is to set up a good communication from the start of the PMI process onwards. There is a need to effectively communicate the change to the employees – communication cannot be overdone. Set up a communication plan already during the due diligence phase. The main questions in that regard are:
• What is my PMI vision and mission? Is my message clear?
• Who is my audience, who is the right sender? (strategy issues should be communicated by the
Top Management level, personal topics (WIIFM=what is in it for me) as new job role by the
direct lead)
• What are the key messages? When is the right time to deliver the message? What is the right
delivery method and frequency?

Dear all,

the European workshop on software ecosystems, this year held at the Platform Economy Summit in Berlin, was a huge success.

All the results are in the proceedings, so if you have not been participating, you can get a summary of the discussions in the workshop!

The proceedings are available in print and ebook with the ISBN 9783748140153

at amazon

at BOD, our publisher.

DETAILS

The workshop was held within two sessions of the second day of the First European Platform Economy Summit in Berlin. The first session was a workshop called “New Ecosystem Opportunities & 'White space' Opportunities in Software and High-Tech“ and the second session was a panel about “Network Effects, Data Effects & AI - Keys to the castle“ moderated by Slinger Jansen. You can find more details on both sessions below.
Session one: New Ecosystem Opportunities & 'White space' Opportunities in Software and High-Tech

This design-thinking based workshop featured three short motivating presentations by Peter Buxmann, Sebastien Dupre and Thomas Curran followed by topic-based, hands-on workshops.

Thomas captured the audience by describing his recent success with creating new cloud based ecosystems for digital business in the financial industry. In a traditionally closed industry, what do you do to turn a company into a digital, open platform? Thomas had done just that in a three year project and talked about how to do that successfully.

Peter reported about several studies on the value of data and the importance of privacy. He provided insights into challenges and success factors for software platform providers regarding the value of customer data, customer privacy and tradeoffs between data privacy and data farming by platform providers.

Sebastien showed how Uberization in field service management works by engaging a crowd of service technicians inside and outside of companies. He explained how companies can build an ecosystem connecting field service technicians, partners, own employees and customers to scale their field service operations, increase revenue and provide unmatched customer experience.

All presentations are in the proceedings. The proceedings are available in print and ebook with the ISBN 9783748140153, at amazon, and at BOD, our publisher.

Then we split the crowd of thirty people into three teams that worked together and discussed with the help of the moderators and our design thinking coach Olaf Mackert. First, we ran an introduction game called two truths and one lie, which created a lot of laughter and made everybody ready to work together trustfully.

Then everybody dumped his ideas, questions, issues he or she wanted to discuss on post-its, which were clustered into topics by the moderator. Then the teams voted on the topic to start with. The discussions went on in five minute slots. The team voted on either continuing the discussions on the topic or going to the next topic after each slot.

Thomas Curran´s team, which was the largest team, focused on the technical aspects of creating a platform and technology selection. They had lively and productive discussions leveraging the joint wisdom of the team.

Sebastien´s team of ten discussed topics around uberization of any industry and about changes in strategies for field service management.

Peter Buxmann´s team was a diverse team made up of members from venture capital, manufacturing, public administration which made discussions very interesting based on the different views. The team addressed question around motivations of people to share data, ways to create value from data and also around data protection impact on data-driven business models.

The results of each team are listed in the proceedings. The proceedings are available in print and ebook with the ISBN 9783748140153, at amazon, and at BOD, our publisher.

Session TWO: Network Effects, Data Effects & AI - Keys to the castle

John Rethans, head of Digital Transformation Strategy from Apigee/Google, brought everybody on the same page regarding APIs - what they are and what it means to implement an API driven strategy and technology.

Slinger Jansen from Utrecht University opened the panel with a short presentation about his research. The panel´s focus was on pragmatic aspects of creating successful API platforms. It covered questions like “What is the role of APIs for platforms? How do you build API-based platforms?  What are the success factors and pitfalls when building API-based platforms? How to explain their power to non-technical executives and shareholders?”

In addition to Slinger and John, the panel featured the following speakers: Nik Willetts - President & CEO, TM Forum, Andreas von Oettingen - MD of Factor10.

The presentations are in the proceedings. The proceedings are available in print and ebook with the ISBN 9783748140153, at amazon, and at BOD, our publisher.

best regards

Karl

Failing early is cheap

We know from software engineering and design thinking that failing early in the process is cheaper than failing in later stages. We adapt this thinking to the M&A process and care for ensuring merger integration success during due diligence. I call this frontloading.

Successful integration and synergies as an objective in all phases of the M&A process.

So, why are we doing frontloading? Frontloading is driven by the objective to prepare and run a successful merger integration project. All detectable risks, efforts and obstacles are identified and taken care of during due diligence already. These risks, efforts and obstacles relate to the target and the acquirer, too.

Mitigations or eliminations for risks are planned or executed during due diligence. Merger integration efforts are being estimated and planned. Any obstacles we could run into during merger integration are being identified and elimination or mitigations are planned. Examples for obstacles are missing resources or missing budgets for merger integration. While missing resources could be mitigated by leveraging additional resources or adaptation of the merger integration plan, missing budgets could be planned for already during due diligence.

Effects of frontloading

There are several positive effects of frontloading for the operations of mergers and acquisitions business:

• A more realistic evaluation if the merger makes sense at all. Clarity on adverse topics like risk and obstacles completes the managerial view to take an informed decision about a merger. Frontloading increases the ability to get a complete and holistic view of the planned merger and merger integration.

• A more appropriate expectation setting with executives monitoring the merger integration. When the executives approve the merger, they know about the potential risks, issues and obstacles that were or were not mitigated.

• More realistic integration plans and integration speeds. When you know what to do in merger integration and you have enough capacity and ability to integrate quickly, all is fine. If this is not the case, you risk failing during merger integration or creating bad integration decisions and results. Frontloading helps to avoid some of these adverse events.

• Less bumping into obstacles. Let us be clear. Nobody likes to run into a roadblock like missing budgets and losing momentum of integration efforts. This is why we care for identifying and eliminating obstacles. Are we able to eliminate all roadblocks in merger integration? Definitely not. But we reduce the sheer number of obstacles and we can dedicate more of our time and attention to the remaining obstacles.

As a consequence, all companies should adopt frontloading in due diligence, no matter if the deal is an asset deal or a share deal, if the target is a public company or not.

How well does that resonate with you? Please let me know your thoughts.

Let us discuss tools for successful integration. We are not not referring to system integration, but tools for managing and supporting the Merger integration process from pre-deal through due diligence, up to and including post merger integration.

Today, Excel and Power Point are currently the most used tools in the M&A transaction/integration world. There are also several Virtual Data Room providers that offer solutions at a high cost.

For managing the end-to-end process, Excel, Power Point, and Share Point on their own do not really work. Every project is different and one needs to be aware of the complexity that tools bring with them. So do tools really work? Do they add value and justify the cost and time to introduce & maintain? Does email communication from a tool work?

We can at least specify a list of requirements that a tool should address:

• Project / Deal based

• Document repository capabilities

• Project Management capabilities

• Communication/collaboration capabilities (email/messaging/collaboration)

• End-to-End process management (i.e. transition of Due diligence /Data Room info to integration team)

• Reporting capabilities (i.e. on a project basis, and or for the entire deal pipeline/project portfolio)

• KPI tracking capabilities

• Knowledge bank capabilities

• Highly performant and highly secure (especially with cloud based solutions)

• Stable (i.e. updates must have no impact)

• Highly configurable

• Easy to deploy & configure

• Easy to use with little/no training

No matter if you integrate a target running a business model that is new to your company or if you want to disrupt your business model or if you ask intrapreneurs to come up with new business models; you will face one big issue: how to integrate the business model that is new to your company. So, “new” means that the acquirer is not capable of running the processes that support such business model (yet).

Business models and operations models

I would like to separate two dimensions here: business models and operations models. A business model tells which goods or services are provided by a company and how the company is compensated for the goods and services. It is a model on a type level, like a company running field service management solutions in the cloud for a monthly license fee. It already describes on a general level what a company is doing. On this level of granularity, companies can easily be similar.

A business model can be implemented in an operations model. The operations model shows how the business is run and how the resources of the business run the corresponding business processes in the company. This model is very concrete, detailed and more complex and involves resources running and used in the business processes like employees or application systems. On this level of granularity, it is harder to tell if two operations models are similar.

In the following, I would like to share insights from integration acquired software companies about the impact of the similarity on merger integrations.

Similarity of business models

The more similar business models are, the better the operations of these business models can be integrated. The operations might be similar; sales and accounting processes might only need small changes to be adapted. But there might be issues with overlaps in organizations.

For software companies, this means easier integration in development and support but also in administrative functions. So you should look for similarities and differences by listing/modeling the business models of target and acquirer already in due diligence.

In contrast, if business models are very different, this might pose a challenge for integration. You would have to decide if you want to continue the different business models and if so, changes needed to continue both business models have to be executed in merger integration. For merger integrations targeting absorption, this might mean that the acquiring organization would have to adapt to a diverging business model of the target.

Similarity of business models enables higher speed of integration: The more similar business models are, the better the operations of these business models can be integrated. This enables higher speed. The reverse is also true. If business models are significantly different, this might impose slower speed of integration.

Similarity of operations models

Operations models are implementing business models. How a business operates is a key thing to understand for integrating a business. The closer two operational models are, the easier it is to integrate both businesses with each other. You may use operations maturity models to determine the current and desired state of target and acquirer operations.

An example for similar operations models is having the same objectives for procurement at the acquirer and the target. If both companies look for maximum quality of supplies in procurement it might be a lot easier to integrate procurement processes, to align demands, to analyze and plan cost synergies.

Similarity of operations models enable higher speed of integration. How a business operates is a key thing to understand and to integrate a business. The closer the operational models of acquirer and target are, the higher the speed of integration can be. There also i a higher likelihood of economies of scale effects and cost synergies in such cases.

For more insights, please refer to the book "Mergers and Acquisitions in the software industry: Foundations of due diligence"

Best practices in merger integration have to include many aspects like timing, project management, handling exceptional situations and decisions and when to end the integration project.

In merger integration activities timing is essential. So when is the right point in time e.g. to merge teams of acquirer and target that do similar things? When is the knowledge of the acquirer complete to integrate HR functions of the acquired company? When is the right time to end the integration project?

Merger integrations are also high-risk, high effort topics that have to manage numerous exceptional situations. Project management practices are made for such projects. But there is the risk of keeping project members hostage in reporting activities instead of focusing on resolving issues and completing tasks. So a key aspect is to find the right dose of project management for keeping project control by providing appropriate follow-up and execution of critical tasks and minimizing the project management workload on project members.

Let us quickly look at the topics:  “When to mix up teams working on the same topics?” and “When to declare the end of the integration project?”

When to mix up teams working on the same topics?

So when is the right point in time e.g. to merge teams that are working on the same tasks, selling to the same customers, producing similar work results? We discussed different aspects.

The first one is that the acquirer has to have sufficient knowledge about all departments or teams that have to be integrated. Without that knowledge it is impossible to plan and execute change management needed for the transition into a merged team.

The second aspect is if the time is right to integrate if the immediate value of integration is maximized or the confusion and trouble is minimized. One example is the immediate integration of finance activities for maximizing the value for the acquirer to be in control of finance. Another one is integration of sales teams to avoid having two different, competing sales teams as “one” face to the customer.

When to declare the end of the integration project?

Ending the integration project makes sense when at least one or more of the following goals have been reached:

·         integration plan has been fully executed,

·         benefits of the acquisition have been reached or

·         organizational performance (fully functioning and stable merged organization) is ensured.

The selection of one or more of these goals depends very much on attributes of the merger, specifically on the department (or corporate function) to be integrated, on the culture of the target and the acquirer and on the integration strategy, like e.g. if the target should stay separate or should be fully integrated into the acquirer. Depending on the size of the M&A and merger integration team, the support of these teams might end earlier due to high workload or focus on new, different M&A and integration projects.

Find more information in the book “Mergers and acquisitions in the software industry” (click here for German version) and at the German Event Denkfabrik 2019

The success of a merger integration program highly depends on the skills of integration managers and the integration team´s skills. So, what are these skills?

Skills of Integration Managers:
Managers that assign responsible for managing an integration project on a day-to-day basis require various personal skills, such as listening, communication, stakeholder management and people skills. However, in addition to these “soft skills” Integration Manager require also more “harder skills” such as project management, business know how and organizational know how. The entire skill-set that is required for successfully managing a post merger integration can typically be acquired only through first hand experience on-the-job. Therefore a valid question in many cases is, if one single individual should manage an integration project alone. A team of people with complementary skills that is led by a senior executive might be a more appropriate solution for integration management in many cases. However, taking into consideration that corporate top performer are typically not sitting on the bench waiting to be assigned to any post merger integration project (but are rather already busy with other important tasks) staffing of Integration Management is a often marked by compromises.

Skills of integration team members:
Skills that are required on the level of integration teams might include among others leadership, operative know-howand team management. Different to Integration Management where only few peoplemight get involved (often located within one corporate center) 100 and more operationalmanagers across various geographic regions are easily tight up as team members in a post merger integration. This includes typically not only managers and staff from the buying company but also managers and staff from the target company. Therefore PMI training with regard to team members is often more complex than with regard to Integration Management. Due to confidentiality aspects, time constraints and geographic spread in many cases pure digital courses that are accessible across multiple technical devices and teaching environments are the only way to train 100 and more operational manager from both the buyer and target being.

Come to the European workshop on merger integration and learn more

Your Integration framework is in place. Functional leads are fully armed, and at their battle stations. Ready… Set… DAY 1!

As soon as the clock starts ticking, every second in a PMI project matters. Speed in M&A integration execution does bring value and it correlates to the success of M&A. With the ever-decreasing timeframe in which integration leads are expected to realize synergy targets, there are few things more important than a structured and diligent integration plan. But when day one hits and Pandora’s box is open, being able to track the success of your plan in real time is crucial to hitting your targets.

Weekly meetings are the lifeblood of most integrations, and have been the best practice until recently. Whether it is program meetings, project meetings, or Executive Steering Comittee meetings, there are a few data points that need to be tracked consistently at a high-level.

• Issues

• Task Status/Milestones

• Timeline

• Responsibility

Classically, the integration leaders ask for updates from each functional lead/project manager, and get a verbal play-by-play of the past week’s happenings. In our current, tech-driven world, there are now digital tools that can increase meeting productivity and give M&A teams instant transparency into their processes. Integration team members can see what’s happening prior to meetings, ensuring focus on how to address issues, decisions needed, cross-stream dependencies, etc. This means that meetings’ action items are clearer, and time is spent proactively working towards targets, rather than retroactively getting updates on who did what, when.

Each of the integration performance items above are affected by the PMI teams ability to have “real-time” visibility:

Issues

Having instant visibility into the status of any potential issue enables corporate development teams to address risks before they damage the deal. Any PMI project will run up against unforeseen challenges, but proactively resolving issues leads to an increase in deal speed and value realization.

Task Status/Milestones

Many teams have thousands of tasks per integration, but there are always key milestones against which success is measured. Having the opportunity to check on the mission-critical items at a moment’s notice shortens the feedback loop within teams and empowers integration leads with the information they need to benchmark their teams against their schedules in real time.

Timeline

Let’s face it. Integrations very rarely hit timeline expectations. But, knowing where you are in relation to your goal is crucial. Having that 1-week gap in status update between team meetings might just be the difference between being on time and falling far behind.

Responsibility

PMI projects have many moving pieces in play. Governance is complex. The PMI leads manage the functional leads, who in turn must allocate resources from within their teams. Having a central platform that acts as a single source of truth is invaluable. Immediately, it becomes clear who is responsible for a task, who has signed off on what action item, etc. When there are multiple chains of command, being able to see changes in real time gives Integration leads the bird’s eye view that is needed to execute.

To quote Mark Herndon of M&A Partners, "The time has come to upgrade M&A integration management processes with simple, secure and state-of-the-art software solutions." This real-time transparency gives cutting-edge PMI teams full visibility and control in the perfect storm that is integration.

In M&A processes, data rooms are all over the place. They are a storage for unstructured and structured data. But these structured and unstructured data are not up-to-date, not complete and they might even be contradicting each other. They might even be aggregated in a way we don´t know and cannot reproduce and we don´t know the underlying data at all. Not a perfect situation to judge based on the numbers and documents. Making sense of this information is tedious and making decision based on this information is very risky. So, what can we do about it? Let me brainstorm a little about that….

Big data is a no-brainer

There are solutions out there who can easily and quickly analyze wast amounts of structured and unstructured data. They can analyze and interpret contracts and other documents, they can find critical clauses in business documents and find e.g. indications of fraught. They can relate information to get analytics about outlyers in financial data, from which business transactions this outlyer originates and by the way, which employee is responsible and accountable for this business transaction. In seconds. This is not a vision, the technology to do this is there and can be used that way. So we should make use of it.

What is possible today?

No matter if you do the analysis during due diligence (with limited information) or post close (with access to all information), you are able to do automated scans that provide you with the following information:

• Technical IT landscape: which servers run where and how are they connected, which software runs on which servers

• Business system information: which ERP systems are running, what is the business structure, through which APIs are the different business systems communicating, which companies are there, how are they interacting, which business models are implemented. You can compare different systems with each other or with a best practice template or to-be system easily.

• Business status information: which processes are being run, how often and in which speed are they executed, how do they perform and how often are process exception handling activities executed.

To summarize, using these automated tools can increase the level of detail and precision of IT and business due diligence and provide a sound basis for a joint IT and business integration planning as early as possible in the M&A process.

Data analysis and interpretation is just the beginning

Life will be easier. Here´s my vision for next generation due diligence work based on data. Now that you found items that are interesting and you analyzed them in due diligence, you have to figure out what actions to take during due diligence and post merger integration. Machine learning is here to help. Based on a set of earlier acquisitions and the plans for the current acquisition, a machine-learning-based algorithm will propose which actions are required by the buyer or the target and/or proposed clauses in contracts to deal with this situation. Let´s imagine new ways of running due diligence and PMI

In due diligence: just give us access to a data lake of structured and unstructured information and give us access to your data warehouse structure and we can analyze the company structure, the business models and the steps needed to transform the business and to plan the integration of the business with the acquirer´s business.

In post merger integration: In addition to data lakes and data warehouses we have access to business systems details which allow to analyse, optimize, transform the acquired business and automatically get proposals which steps should be taken during the integration phase on a detailed level.

Follow me on twitter @karl_popp or stay tuned for more blog entries on innovations in the M&A process.

Open Source Licensing

This page shows you why you should carefully consider using open source software in commercial software: Advantages and disadvantages of open source usage, why open source is used in commercial software and how to manage open source licensing and to control open source usage.

Most important is professional management of open source usage by defining an open source policy for your software company and by following structured processes for open source licensing approval and control. Rest assured that attorneys, consultants and tool vendors are there to assist you.

Advantages of Open Source usage

Simple and fast access to open source are often named as key advantages. Low cost and high quality are additional reasons to consider open source. For a software vendor, there might also be a strategic advantage to use open source software to provide the "non-competitive" part of a solution, while the developers care for the competitive part of the solution.

Motivation for open source usage in commercial software

Usually there are numerous open source components used in commercial software. It makes sense to use open source in commercial software if and only if you can comply with the open source license attached to that open source software. If you do so, you can leverage open source to quickly create functionality and to build on trusted functionality that is provided by software vendors or the open source community.

Relevance of Open Source Licensing

Open source components like the International Components for Unicode, ICU,or Hibernate are used in many commercial software solutions. Non-compliance with the license terms can have dramatic consequences. To avoid these open source licensing consequences, a software vendor has to install an open source licensing policy and practice. But what are the negative aspects and side effects of open source licenses?

Potential disadvantages of open source

Use of open source in commercial software can show the following disadvantages:

• Missing commercial services, like support and service level agreements impact the ability to run in commercial environments;

• Commercialization of software might be blocked;

• Missing or incomplete license attributes, like e.g. for sublicensing software or running software in an on demand environment;

• Missing warranty and liability;

• Non-compliance with license terms might lead to litigations.

Open Source licenses and software supply chains

Usage and licensing rights are transferred between players in the software supply chain. Software passed along the supply chain might contain open source software, too. Due to the copyleft effect in certain licenses, the non-compliance of one supplier might impact all other software companies down the supply chain.

So software vendors should diligently check which open source components are contained in the software supplied to them and which license terms apply.

The use of tools eases the work on this problem. You can use open source scanners to find open source code and the corresponding license terms.

Roboter

Unter Robotern verstehe ich physische Roboter und Software-Roboter, die Entscheidungsaufgaben übernehmen. Software-Roboter basieren häufig auf predictive analytics oder machine learning oder einer Kombination daraus. Mit Hilfe von data augmentation sind die dem Menschen bei der Entscheidung möglicherweise überlegen, da Ihnen mehr Daten zur Verfügung stehen und diese auch schneller verarbeiten können.

Während Sherry Turkle sich mit der Frage beschäftigt, ob ihre Patienten Roboter heiraten sollten, beschäftigt mich die Frage, ob Roboter in die Rentenversicherung einbezahlen sollten.

Warum sollten Roboter in die Rentenversicherung einbezahlen?

Durch Machine Learning nimmt die Automatisierbarkeit von betrieblichen Aufgaben dramatisch zu. Roboter werden stetig zunehmend Aufgaben von Menschen übernehmen. In allen Branchen, unabhängig vom Ausbildungsgrad und ja, auch in Berufen von Akademikern, wie z.B. Ärzten und Anwälten.

In Kürze führt das aus meiner Sicht zu drei Effekten:

1. zu einer Erhöhung der Automatisierungsgrade aller Aufgaben in Unternehmen. Ich vermute, dass langfristig die Anzahl der automatisierten Aufgaben extrem zunimmt und der Bedarf an Arbeitskräften extrem abnimmt. Das betrifft insbesondere Aufgaben, deren Aufgabenträger Entscheidungen treffen sollen.

2. Die intellektuellen Anforderungen an die verbleibenden Arbeitnehmer werden stark zunehmen. Diese Arbeitnehmer werden die Aufgaben teilweise oder vollständig übernehmen, die nicht durch Roboter und auf machine-learning basierenden Software-Roboter erledigt werden können.

3. Die auf machine-learning basierenden Software-Roboter lernen anhand von Beobachtung der in 2. genannten Arbeitnehmer, lernen daraus und werden auch diese Aufgabenträger vollständig ersetzen können.

Schlussfolgerung

Die Beiträge zur Rentenversicherung werden von Arbeitenden getragen. Dazu zählen heute auch Roboter in Form von physischen Robotern und Software-Robotern. Deswegen lasst uns dafür plädieren, dass sie auch in die Rentenversicherung einbezahlen.

Ich freue mich über Kommentare. #robotsaresavingus

Merger integration success based on best practices

With all the mergers and acquisitions activity going on in the markets, it is paramount to perfectly manage the planned integration of targets into the acquiring company.

The integration strategy and the integration approach is different for each merger and each merger has different synergy objectives.

This page is meant to shed light on recent state of the art knowledge and business practices for post merger integration. It tries to structure the problem and thus to provide a way to find the best approach for post merger integration.

When to start with merger integration related tasks

We introduce merger integration due diligence as a new type of due diligence that arises from the objective “Maximize likelihood of integration success”. See the separate page for this topic.

The task of post merger integration

An important ingredient in acquisition strategy is how you integrate the acquired company. Let us describe the task of post merger integration with goals and objectives. You have to think well about goals and objectives, since these will define what is being done through merger integration.

The goal of post merger integration is to plan and execute the integration of two businesses. WIthin each business, there is an organization and there are many processes, which are to be aligned and/or integrated.

Objectives of the merger integration task are:

• Maximize likelihood of integration success: each merger integration tries to reach successful completion meaning that there is no failure of the integration.

• Continue target operations: in most cases, it is important to not interrupt the target operations with merger integration activities.

• Fit integration type: there are different ways to integrate two companies, which are determined in the integration strategy. more information about merger integration types can be found here: Merger Integration Types

• Fulfill synergy objectives: every merger has synergy expectations and objectives. Merger integration is targeted at creating such synergies.

Decomposition of the merger integration task

There are three subtasks: designing the new entity, planning merger integration (project) and executing merger integration project.
The first two should be started during due diligence to ensure merger integration success.

The four Merger Integration Types

In the high level model below, you end up with four generic types of post merger integration:

1. Preservation: The target company is preserved meaning that you leave the target company autonomous. Nevertheless, integration of financial reporting and financial processes might make sense.

2. Holding: The acquiring company just keeps the ownership of the target company, but does not integrate the target company.

3. Symbiosis: In this merger type, you decide where integration is needed to reach the objectives of the merger integration.

4. Absorption: the acquiring company fully absorbs the target company. All organizations and processes of the target company are to be fully integrated into the acquiring company.

Stay tuned, listen in on twitter @karl_popp and connect with me on Linkedin for more best practices.

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Open Source business models

Open source business models are commercial business models based on open source software. This webpage contains a short version of a chapter in the book Advances in software business.

Commercial use of open source

For a commercial company, Open Source Software is software that is licensed to that company under an open source license. The commercial company may make use of the open source, like usage or redistribution of the open source free of charge, but it also has to fulfill the obligations, like delivering a copy of the license text with the software.
So the rights and obligations have to be analyzed diligently to make sure there is no violation of the license terms.

Suppliers of open source software

Open Source software can be supplied by a community or by a commercial company. We speak of community open source and commercial open source respectively. For community open source, a community of people provides creation, maintenance and support for an open source software. In most of the cases the community provides these services free of charge.

There are, of course, differences between a company and the open source community. These differences are important to understand, because they influence a customer´s supplier decision and they also create niches for companies to establish a business in that niche.

Commercial open source vs. community open source

So a customer might decide for commercial open source if he needs customized license terms, runs open source in a mission-critical environment and thus needs service level agreements in support or if he needs maintenance provided in a different way than via the open source community.

In many business contexts it makes also sense to have liability and warranty provisions from a supplier when using open source. In most of the existing open source licenses there is exclusion of any warranty or liability (3). This is another reason why companies might choose commercial open source over community open source. Please find more information in the book “Best practices for commercial use of open source software”.

Classification of open source business models

Based on a classification of business models (Weill et al.) we will have a look at open source business models.

Open source usually is free of charge, but that does not necessarily mean there is no compensation for using the open source component.
The next figure shows a classification of generic business models. The business models relevant for commercial open source business are marked in bold. In this general classification of business models, software classifies as an intangible product, see the corresponding column “Intangible”. Software can be created or written (“Inventor”), distributed (“IP Distributor”) or licensed or rented to customers (“IP Lessor”). In addition, the customer needs services to run and maintain the software, like implementation, support and maintenance services. These classify as “Contractor” business. We assume here that all open source businesses make use of at least a subset of these four business models.

No matter if it is a community or a commercial software vendor, one or many of these business models are applied. By choosing a specific selection of business models, so-called hybrid business models are created. Creating hybrid business models means combining different business models with their specific goals, requirements and cost structures.

Since these business models are models on a type level, there might be different implementations of how a certain business models are run. An open source community might run the Inventor business for creating software in a different way (leveraging the community) than a commercial software vendor (leveraging a development team), from a process as well as from a resource perspective. But on a type level, both run the same type of business called Inventor.

So going forward, we will analyze commercial and community open source business models as a selection of a subset of the business models identified here: Inventor, IP Lessor, IP distributor and Contractor.

Community open source business model

The open source community business model usually makes use of the following business models: Inventor, IP Lessor and Contractor.

For the community, the Inventor business is what the community is most involved in. It is about creating open source software and engaging with the community members to coordinate the work and collect the contributions of the community members.

The IP Lessor business is also important for the community. The IP lessor business defines the terms and conditions of the open source license and makes the software available to customers. The license is defined by the community and all customers using the software have to comply with it. In some cases, there are multiple different licenses for an open source software that a customer can choose from.

The Contractor business contains all human services to customers. The community typically provides these via email and they contain services like maintenance, support, translation for country specific versions and the like. They are all carried out by community members. In almost every case, the customer does not pay for these services, but the customer has no rights to enforce any of these services and he does not have service level agreements, like a definition of minimum answer time for support incidents.
The community can serve two types of customers: software vendors and (end) customers. For software vendors, the open source community works as a supplier of software, for the customer, the open source community works as a software vendor licensing software to the customer.
These two relationships differ in the way that customers and software vendors might make use of the software. Customers usually license the software for internal use only. Software vendors license software for internal use and/or for distribution to customers. Often open source software is included in commercial software and provided to customers by the software vendor. In this case, the software vendor has to make sure he complies with all licenses of all open source software he is including in his software product. Please find more information in the book “Best practices for commercial use of open source software”.

Commercial open source business models overview

In the last section we described the community business model, now we turn to the commercial open source business model. Figure 4 shows the typical business models implemented by commercial software vendors. As mentioned before, a commercial software vendor does not have to implement all of these business models, but can rather build unique business models by selecting a subset of available business models. One basic difference to community open source is that the IP Distributor business model is an option for commercial companies.
The history of commercial open source companies shows that in the beginning the companies focused on services around open source software, which matches the Contractor business.

The next step was to build distributions for open source software, like e.g. for Linux. This matches to the IP Distributor business model.

Today, we find all kinds of hybrid business models around open source. Companies are building software and donate it, completely or partially to the open source community (Inventor business model). Commercial software vendors often package or change or extend existing community open source software, so the community acts as a supplier of open source software to the software vendor. In some cases the software vendor does not use existing open source software from a community, but chooses to offer its proprietary software under a dual licensing strategy, e.g. under a commercial and an open source license. Please find more information in the book “Best practices for commercial use of open source software”.

Commercial services for open source

Since open source licenses are free of charge, commercial companies first and foremost focused on providing services around open source software. The expectation was simply that customers would still need services and since the license was free, that customers would have more money to spend on services.

Commercial open source companies provide the following services for open source software: Maintenance, Support, Consulting and Extension or adaption of open source software to a customer´s needs.

Maintenance services consist of the following activities: building future versions, bug fixes and upgrades and providing them to the customers.

Support services contain of accepting, maintaining and resolving incidents that the customer has while using the software.

Consulting services mean planning and executing the installation and go-live of customers´ system landscapes containing the software.

Extension or adaption of open source software based on customer´s requests is designing, programming, testing and delivering open source software that has been modified or expanded. Examples for extensions and modifications are:

• Functional Extensions for open source applications with country-specific functionality or customer specific functionality;

• Extending the usage scenarios for open source to additional countries by adding additional translations of user interfaces;

• Adapting open source software means to make open source software run on customers´ hardware and software platforms.

Summary and outlook

The evolution of open source and commercial open source business is still underway. In the future we will see additional varieties of open source business licenses, such as in open source hardware or designs, and new open source business models, like in open source on demand applications or open source software in cloud environments. Please find more information in the book “Best practices for commercial use of open source software”.

Arbeitskreis PMI des Bundesverbandes M&A

Am 16.1. hatte der Bundesverband M&A seine konstituierende Sitzung. Er geht aus der Gesellschaft für PMI hervor. Der Gastgeber Prof. Feix begrüßte Vertreter von Firmen, darunter Ardex, SAP, vom Bundesverbandes M&A, darunter Herr Prof. Lucks sowie  Vertreter aus  Hochschulen an der Hochschule Augsburg.

In agilen, design-thinking-basierenden Workshops wurden  aktuelle Themen und Probleme erörtert sowie Ziele und  Themen für neu zu bildende Arbeitsgruppen definiert.

 Es wurden Themen diskutiert wie zum Beispiel  Standardisierung und Best-Practices für den M&A-Prozess  sowie Berücksichtigung von Integration Fragestellungen in allen Phasen des Prozesses, Transformation des M&A-Prozesses durch Digitalisierung,  Transformation und Digitalisierung von Unternehmen durch Firmenkäufe, kulturelle Integration, Ökosystem-Integration,  Kooperation mit Hochschulen,   Wissensdokumentation und Wissenstransfer sowie  Veranstaltungen  Des Arbeitskreises. 

Nächste Schritte sind die Aufnahme der Arbeit in den Arbeitsgruppen  sowie die Planung einer Veranstaltung, in der das Wissen des Arbeitskreises an die Öffentlichkeit weitergegeben

wird. 

Open Source best practices

Today, all software vendors make use of open source.

• They strive for excellence in leveraging using open source software in commercial software products while ensuring licensing compliance and governance.

• They strive for excellence in using open source based business models for commercial success.

• They strive for excellence in leveraging development models that are used in open source communities in adapting these for in-house use at commercial software vendors.

• They analyze usage of open source software during due diligence in acquiring software companies.
  

To reach excellence you have to be equipped with knowledge about best practices for open source. This blog is meant to provide you with the latest knowledge about open source, esp. open source licensing in commercial software, to reach excellence in open source matters. Please find more information in the book “Best practices for commercial use of open source software”.

Open Source  and Open Source Licensing for commercial software

This page shows you why you should carefully consider using open source software in commercial software: Advantages and disadvantages of open source usage, why open source is used in commercial software and how to manage open source licensing and to control open source usage.

Most important is professional management of open source usage by defining an open source policy for your software company and by following structured processes for open source licensing approval and control. Rest assured that attorneys, consultants and tool vendors are there to assist you.

Advantages of Open Source usage

Simple and fast access to open source are often named as key advantages. Low cost and high quality are additional reasons to consider open source. For a software vendor, there might also be a strategic advantage to use open source software to provide the "non-competitive" part of a solution, while the developers care for the competitive part of the solution.

Motivation for open source usage in commercial software

Usually there are numerous open source components used in commercial software. It makes sense to use open source in commercial software if and only if you can comply with the open source license attached to that open source software. If you do so, you can leverage open source to quickly create functionality and to build on trusted functionality that is provided by software vendors or the open source community.

Relevance of Open Source Licensing

Open source components like the International Components for Unicode, ICU,or Hibernate are used in many commercial software solutions. Non-compliance with the license terms can have dramatic consequences. To avoid these open source licensing consequences, a software vendor has to install an open source licensing policy and practice. But what are the negative aspects and side effects of open source licenses? Open source licensing is also a relevant part of due diligence efforts in the software industry as explained in this book:

Potential disadvantages of open source usage

Use of open source in commercial software can show the following disadvantages:

• Missing commercial services, like support and service level agreements impact the ability to run in commercial environments;

• Commercialization of software might be blocked;

• Missing or incomplete license attributes, like e.g. for sublicensing software or running software in an on demand environment;

• Missing warranty and liability;

• Non-compliance with license terms might lead to litigations.

Open Source licenses and software supply chains

Usage and licensing rights are transferred between players in the software supply chain. Software passed along the supply chain might contain open source software, too. Due to the copyleft effect in certain licenses, the non-compliance of one supplier might impact all other software companies down the supply chain.
So software vendors should diligently check which open source components are contained in the software supplied to them and which license terms apply.
The use of tools eases the work on this problem. You can use open source scanners to find open source code and the corresponding license terms. Please find more information in the book “Best practices for commercial use of open source software”.

Open Source Software License Due Diligence

Often, commercial software contains open source components. In the due diligence for acquiring a commercial software company, you have to check if the company complies with the licenses for open source software contained in their products (open source due diligence). The following figure shows typical components of commercial software that are analyzed during due diligence. They are coming from service providers, from suppliers for OEM software, freeware and open source software and they are created by employees, too.

Next in due diligence we look at the utilization of open source software. In the following figure the software vendor distributes the software products to resellers and to direct customers. The key fact that triggers open source license compliance is often distribution. With the distribution, the open source license terms apply and have to be complied with. Often open source license terms require that the source code is revealed and/or the software has to be provided free of charge. This is of course a critical issue in the due diligence of commercial software.
Software vendors´ core business is monetization of usage rights granted to customers. Open source software and corresponding licenses have to be diligently analyzed in open source due diligence.

You have to ensure that

• all current and planned utilizations of open source software are covered and that

• no open source license terms are violated.

Open Source Software Governance

Open Source Governance is the risk management process for using open source software in commercial software products. So what is the risk in using open source software?

Open source usage has several risks, like:

• Operational risk: Missing commercial services, like support, might impact the ability to serve customers well in commercial environments;

• Commercial risk: Monetization of software products might be blocked by open source licenses; Missing warranty and liability terms for software increase the warranty and liability risk for the commercial software vendor; Limitation of business models and delivery models might occur if the open source license does not explicitly allow or even forbid them.

• License attribute risk: Missing or incomplete license attributes, like e.g. for sublicensing software or running software in a cloud environment; Non-compliance with license terms might lead to litigations.

• Patent litigation risk: open source software might violate intellectual property rights like patents and this poses a legal risk.

Establishing open source governance

Proactive management of open source usage and open source licensing is paramount for commercial software vendors. From design to shipment of software solutions, open source governance is demanded. Please find more information in the book “Best practices for commercial use of open source software”.

Before you start with open source governance, you have to define your open source policy containing:

• Strategic topics:

  • Risk level accepted by the management

  • Overall investment in organization, processes and tools for open source compliance
    

• Tactical topics:

  • Level of management to approve open source usage

  • Frequence and intensity of governance

  • Software license tracking: Open source scan tool selection

  • Size of open source governance functions
    

• Operational topics:

  • List of acceptable open source licenses based on risk level

  • Budget for Open Source Scan Tools

  • A process for governance of used open source components.

We see two types of open source governance: reactive and active. Reactive open source governance just reacts to open source components used in a commercial software and provides an evaluation if an open source use is acceptable or not. As a result, the open source component can be used or has to be removed from the product.

An active approach to open source governance is to provide access to open source componentsfrom within development tools. The development tools allow open source components, that the company allows under the open source policy. Please find more information in the book “Best practices for commercial use of open source software”.

How do you rate your social influence across multiple social networks?

After Klout has been shut down, the search began. Let me share some of my experiences with Kred and Linkedin Social Selling Index.

There is Kred, my score is 989 out of 1.000. Seems to be calculated based on several social networks. But it is hard to tell how this is calculated.

Then there is the Linkedin Social selling index. Here is my result. This index is a summary of four sub-ratings that rate different ways to engage with the business audience on Linkedin only. Other social networks are not covered.

The Linkedin Social selling index also offers a comparison with industry and people in your network, which is great.

Any proposals for other indexes to be used? please let me know in the comments. thank you.