Furnman Selz Case free essay sample

Global Human Resource Management Case Study Furman Selz LLC (A): A Tale of Two Acquisitions 1. What problems are Furman Selz and ING facing in December of 2000? In 1997 ING Barings acquired Furman Selz for $600 million in a purchase that was labeled as a â€Å"match made in heaven†. Although the basis for this company’s evaluation was quite optimistic, both parties believed in the significant future synergies between the two companies. However, a few months after the acquisition, differences between the two started to surface. ING installed Fernando Gentil to run the new company ING Barings Furman Selz together with Furman Selz’s Chairman Edmund Hajim. Gentil applied ING’s vision of becoming the leading financial services company and hoped for the ING Barings Furman Selz to become one of the top players in investment banking. This was further supported by the ING parent company in a meeting where they set the goal of moving ING Barings Furman Selz from current lower ranks (15th or 17th position) to a top 7 position. All this should be achieved without further investment but just by leveraging synergies, which in Hajim’s opinion was impossible and led to confusion among Furman Selz employees. Another issue occurred when ING informed Hajim about the planned tight integration of Furman Selz into ING Barings’ New York operations. This came as a surprise, as Hajim believed that during the acquisition talks both companies agreed for Furman Selz to remain independent. In his opinion the move was disadvantageous as the ING Barings’ overhead costs were well above those of Furman Selz and his company had a different structure of measuring success. Albeit his objections, Hajim eventually agreed to the move but subsequently withdrew from the leading role and let Gentil take over more responsibilities. ING’s non-cooperative behavior here could have also be foreseen earlier when they invited Hajim to Amsterdam right after the acquisition but didn’t put an effort into welcoming him in a way you would expect when his company just got acquired. Instead they just scheduled a one-hour meeting and didn’t want to strengthen the relationship between the two entities. In the wake of the merger, some Furman Selz executives were  promoted into leading roles of the new entity, but many of the regular employees were unhappy with the new situation. They felt betrayed by ING’s move to integrate both banks, others were dissatisfied to be in one boat with a commercial bank. Also the compensation schemes became insufficient, as there was no clear system anymore to assign profits to the source it stemmed from. Furthermore bonuses were misallocated which left many employees disappointed. Eventually in the years after the acquisition an exodus of the company’s top talent occurred. Hajim resigned from the co-chairman position and went on to lead ING Furman-Selz Asset Management and was very successful in this new role. Other key players also left the company, among them 16 of the 42 Furman Selz analysts. ING on the other side was struggling to get its operations in Europe under control. At the end of 1997 Arjun Mathrani was appointed as new CEO of ING Barings to get the investment banking acquisitions under control and integrate them into the company. But under the new management some unfortunate decisions were made in the following months. The head of markets laid off some bankers from the Latin American division, then he left the company himself two weeks after and subsequently the fired bankers were re-hired again for a much higher salary. Only for the whole Latin American unit being closed for good at the end of the month. Afterwards ING announced that it would open up another investment bank in Western Europe, which made many employees doubt ING’s commitment to ING Barings Furman Selz and subsequently they left the company. Discouraged by the parent company’s decisions, Mathrani stepped down as CEO and Marinus Minderhoud hesitantly took over until a replacement was found. After the next quarterly reports, which revealed poor performance, and due to the missing efforts of ING to find a new CEO, Minderhoud stepped down and David Robbins took over. In the following months ING announced a review of its investment banking operation and subsequently dismissed 1,200 employees. Although the three investment bank acquisitions ING made were all great performers in their markets, under their new parent company they all performed weakly. This is partly due to the re-focus on developed markets instead of providing services related to emerging markets where the entities had a lot of experience and a good standing. Another re-alignment in strategy dismissed the matrix organization of product line and market and instead assembled operations along four global,  client-focused business lines. While these moves appeared to correct the problems, employees still felt that ING does not have a clear strategy. This sentiment and the constant changes in management and strategy caused CEO David Robbins and another executive to leave the company as well. In 2000 ING Barings was the least profitable of ING’s groups leaving the management wondering if they should spend any more money on the integration of the acquisitions or completely leave investment banking. 2a. How was the acquisition by Xerox different than the ING acquisition? One of the biggest differences was the nature of the alliance itself. Both acquiring companies intended to leave Furman Selz as a separate organization. Nevertheless, ING broke its agreement and, 45 days after the acquisition, announced the total integration of Furman Selz. As a consequence, the second acquisition had a completely different impact on Furman Selz. While the acquisition from Xerox meant just a few adjustments and Hajim could still follow its own strategy, the acquisition by ING implied tremendous changes, with ING interfering in the strategic decisions of Furman Selz. In contrast to the time under Xerox, the management was not included in the decision making process. Thus, the employees of Furman Selz had to face several changes in strategy, without being able to influence the decisions, on top of having to cope with the integration itself. Another difference between the cases lies in the anticipated return from the acquisition on both sides. Xerox, on the one hand, enabled Furman Selz to grow and increase its book value by providing capital and the prominent name. In the case of the ING acquisition, on the other hand, Furman Selz expected a global reach as well as (increased?) capital. However, ING was not willing to invest (more) in the company but was expecting high growth rates. With the lack of both input from ING and higher growth rates from Furman Selz, expectations could not be met from both sides, in contrast to the acquisition by Xerox. During the integration process several changes had to be made, since ING was a commercial bank and insurance company while Furman Selz was an investment bank. As a consequence, the two companies had a completely different management style and structure, and adaptations had to be made regarding the costs, profits, compensations and HR. Because Furman Selz was left independent at the first acquisition fewer modifications had to be made in the company. Another important issue was the difference in company culture and leading style.  Whereas the first acquisition happened inside national borders the second takeover was a cross boarder acquisition. Hajim noticed the differences of the companies’ cultures when he was invited to meet the board of ING in Amsterdam. In contrast to Hajim the Dutch board had no interest in any interpersonal relationship and these cultural differences could be found throughout the whole communication process. Apart from the lack of interest in the personal opinions of Furman Selz’s management, the employees also had to face an intransparent management style after Furman Selz had been acquired by ING. Conversely, Xerox had a clear vision, which Hajim could communicate easily to the employees. Additionally, there was a fair and quantifiable compensation structure. The absence of these two factors after the second acquisition led to pessimism and several exits/resignations of talented employees. 2b. Was the Xerox acquisition successful? At that point in time, Furman Selz’s main objective for an acquisition was the search for new capital in order to cope with the increased costs of running the business. While Furman Selz was a privately owned company before the takeover, after the acquisition the financial risk was shifted towards Xerox. As a consequence Furman Selz was able to take riskier but lucrative business decisions and the expectations Furman Selz had prior to the acquisition were met. In addition, the name ‘Xerox’ gave Furman Selz more viability. Prior to the acquisition Furman Selz’s employees had to explain who they where, afterwards it was easier to make business deals because Xerox was a well-known company. As a result, the capital and the name allowed Furman Selz to grow more aggressively. Since Furman Selz was an independent subsidiary of Xerox, the company did not have to face major changes after the acquisitions. The only negative impact was the increased bureaucratic work like the necessity of monthly projection plans. Nevertheless, Hajim could follow his own strategy and had no problems with the board of Xerox, allowing for a reduction of changes in company structure and insecurity of towards the future. When Hajim and the management bought the company back, transforming it once again into a privately owned company, they did not have to make profound changes while gaining a strengthened company. During the time with Xerox the subsidiary grew constantly,  outperforming the industries average during the crash of American markets in 1987 and almost doubled the book value between 1987 and 1993 to $97 million. In conclusion, the acquisition was successful, considering the decrease in risk, and increase in capital, growth possibilities and low amount of changes, allow ing for a smooth transformation back to a privately owned company after 1993. 2c. What should ING and Furman Selz have done differently? In the process of creating successful alliances a good strategy is as crucial as the partner. However, during the Furman Selz takeover by ING the acquisition was agreed upon, without having defined a clear strategy or even a shared vision in the first place. Whereas Furman Selz expected capital and an increased global reach from the acquisition, ING saw the takeover as a small step towards gaining a foothold in the American investment banking market, leading also to divergent expectations for the following development. Even though the two parties had agreed on high growth rates during the negotiations, they did not speak about the specific terms. As a result, Hajim was severely taken aback when he learned that ING was not willing to invest additional money in the company. In order to avoid these conflicts the parties should have clearly defined/verbalized the terms and conditions during the negotiation period. Furthermore, Hajim should not have forgone the governance clause without any warranties. In the attempt to close the acquisition quickly Hajim acted naà ¯ve and believed in the word of ING’s board members. He should have insisted on a written governance clause assuring the independence of Furman Selz. One problem on the side of ING was to not includ Furman Selz’s management into the company’s decision making process. After settling the full integration ING should have taken Hajim’s concerns regarding the cost structure into account and paid more attention to potential problem during the integration of the two companies. Since the managerial style and structure of investment banks and commercial banks differ substantially, a lot of effort has to be invested in order to integrate one system into the other. Besides, special characteristics of Furman Selz, like the low cost structure, should have been considered to a higher extend. Also, during the integration, the two parties should have worked more closely together. By not cooperating enough they could not  exploit valuable synergies like the â€Å"cradle to grave financing† which was declined by Furman Selz’s employees. When ING broke the orally guaranteed agreement of leaving Furman Selz as an independent subsidiary so shortly after the acquisitions, Furman Selz’s employees felt betrayed. This feeling led to resistance during the integration process. The sudden change in strategy was followed by several strategic changes during the following years. The instable management style also led to insecurity and pessimism among Furman Selz’s employees. In contrast to that development, from the beginning onwards, ING should have worked on the satisfaction of the employees, as they sustain the knowledge in the company, Besides the already mentioned clear strategy this would have required a clear communication and an integration of Furman into the decision making process. Furman Selz’s employees did not know what ING was expecting from them. A good leadership from ING with an inspiring vision and effective communication would have been necessary to prevent their pessimism towards the future. Moreover, their resistance and unwillingness to work with ING colleagues could also have been avoided. Programs to foster the interaction between employees of both units should have been implemented in order to evade problems like the HR unit had to face. One of the problems of the acquisition was the exit of several employees. Several managers left the company after disagreeing with the ING board. Additionally, 16 out of 42 analysts left the company in two years. Between them were prominent research analysts like Maryann Keller. For an investment bank like Furman Selz these people are the most valuable asset. Thus, the retention of key talent should have been the focus during the integration process, for example avoiding the resignation of talented employees by giving clear incentives. One possibility would have been to establish a compensation structure, which is clear and easily quantifiable. Certainty about bonuses and a fair compensation structure relating to individual and team performances would have been necessary in order to avoid the brain-drain of Furman Selz’s key talents. 3. What should Furman Selz and ING senior management do? If we have a look at the most important success factors of an international acquisition namely retention of key talent, effective communication, executive retention and cultural integration we see that none of these  criteria are fulfilled in our case. A possible option for ING would now be to simply sell Furman Selz again, as the integration obviously has failed. ING’s vision is to become a leading financial services company in a growing and globalizing industry. To achieve this, however, it will be key to have a strong investment banking arm with a footprint in the US. Therefore, we will know evaluate the option to not sell Furman Selz. Clearly, if they decide not to sell Furman Selz they have to manage the turnaround and fix the problems which have occurred and which we have described in question 2. It seems to be that the cultures of an investment bank and a commercial bank are too big to merge them. As a consequence, we suggest to reverse the integration process of Furman Selz following a clear preservation strategy. It is true that many key people of Furman Selz have already left the company but we should not forget that the key person is still with the company, Hajim. With Hajim the Furman Selz employees associate â€Å"the good old times† when the company has been successful and a strong culture was in place. Hajim has not only proven to be able to grow the independent Furman Selz company but also the ING money management arm. We therefore suggest to name Hajim the CEO of ING Furman Selz. In order to communicate the independence of Furman Selz it will be useful to change the name to Furman Selz an ING company. With Hajim on top and the more independent name it should be possible to regain trust by employees and also by clients. Another action to rebuild trust and image would be to give Bernard Selz who is also still with the company a representative position in the firm. Not that the company will need his skills, but having him on board would definitely fuel a â€Å"back to the roots† spirit. During the failed integration process Furman Selz lost top talent especially within research one of the key departments within an investment bank. It will be key to become an attractive workplace again and hire new top performers. In order to reverse the integration and hire new people, Furman Selz will need a significant amount of capital. Capital was one of the reason why Furman Selz earlier wanted to be acquired by ING. Therefore, ING senior management should bring capital in the firm to make their venture a successful company again. During the MA process with Furman Selz ING senior management showed that it was very keen on integrating the company with the intention to leverage synergies. These attempts ended up in resistance and unfair compensation methods. We also  think that there is great potential for leveraging synergies between ING and Furman Selz but we do not believe in forcing people to take advantage of them. As a consequence, we advice to create inter-company functional synergy groups. These groups will meet on a quarterly basis and discuss opportunities for collaborating in certain areas. If and only if both ING and Furman Selz benefit from a collaboration they should do it. By giving Furman Selz choice resistance will be eliminated and employees feel that it is an advantage to be an ING company. Within the collaborative areas it is key to manage compensation right. Synergy groups will from the beginning clearly define who gets benefits from certain types of deals when both ING and Furman Selz were involved. One specific example is that we suggest to establish lead prices which can be fixed or dependent on the final deal volume. If Furman Selz refers a client to ING than it will be clear what ING has to pay the specific Furman Selz department and vice versa. Regarding compensation we also would like to mention that the performance of other ING businesses will not affect Furman Selz bonu ses anymore. By following this strategy we would solve the cultural and communication issues. As we probably will not be able to get all key people back, we will on the other hand be unable to solve key talent and executive retention. As a consequence it will be key to hire new talent who are able to replace the ones who have left.