How TRUST is both the driver and inhibitor in not-for-profit sector growth strategies: The "Lived" experience of Merger and Acquisition

Lisa Barnes
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Abstract

This research is a case study based on the "lived experience” of two not-for-profit organisations wanting to create synergies and efficiencies in back office operations and to increase the offerings of services to existing clients by joining together as one business unit. This research has followed the different stages of the proposed merger or acquisition from the initial signing of the Memorandum of Agreement (MOA), to the strategic planning for the new entity including the potential organisational structure, board structure and executive team recruitment. The negotiations have varied from the rejection of a takeover, to the proposal of a merger, to the eventual decision for the larger organisation to “acquire” the smaller organisation. These decisions were deliberated at great length by both organisations, but the clear driver in all negotiations was TRUST. Trust that at all times the outcomes should benefit clients, trust that the new Board would be represented in equal parts by both of the organisations and trust that the new senior executive team of the single entity would utilise the efficiencies gained to sustain the organisation. But this trust also became an inhibitor at times, where trust was used as an excuse to not carry out all due diligence governance processes (DDGP). This lived experience has shown that Trust is indeed an important factor in any proposed merger or acquisition but will never replace DDGP. In fact DDGP enhanced trust, and enabled for more transparent decisions to be reached by both parties at the negotiation table. The not-forprofit sector can learn a great deal from this case study that shows the benefits of societal needs of their clients in aged care, disability and transport by a merger or acquisition. It should be used by other not-for-profit organisations to put into practice strategic merger and acquisition processes to create an organisation that is run efficiently and for the benefit of their clients, with a combination of trust and DDGP. Keywords: Strategic Merger; Acquisition; Trust; Due Diligence; governance; lived experience;
信任如何既是非营利部门增长战略的驱动者又是抑制者:并购的“活”经验
本研究是一个基于两家非营利组织“实际经验”的案例研究,这两家组织希望通过合并为一个业务部门,在后台运营方面创造协同效应和效率,并增加对现有客户的服务。本研究跟踪了拟议合并或收购的不同阶段,从最初签署协议备忘录(MOA)到新实体的战略规划,包括潜在的组织结构,董事会结构和执行团队招聘。谈判从拒绝收购,到提出合并,再到最终决定由大公司“收购”小公司,不一而足。这两个组织都对这些决定进行了详细的讨论,但在所有谈判中,明显的驱动因素是信任。相信在任何时候,结果都应该使客户受益,相信新董事会将由两个组织在同等程度上代表,相信单一实体的新高级管理团队将利用所获得的效率来维持组织。但这种信任有时也会成为一种阻碍,在这种情况下,信任被用作不执行所有尽职调查治理程序(DDGP)的借口。这一实际经验表明,在任何拟议的合并或收购中,信任确实是一个重要因素,但永远不会取代DDGP。事实上,DDGP增强了信任,使谈判双方能够在谈判桌上达成更透明的决定。非营利部门可以从这个案例研究中学到很多东西,它显示了合并或收购对其客户在老年护理、残疾和交通方面的社会需求的好处。它应该被其他非营利组织用来实施战略并购流程,以创建一个高效运行的组织,并为客户带来利益,将信任和DDGP结合起来。关键词:战略并购;收购;信任;尽职调查;治理;生活经验;
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