Objectives

Upon completion of this course, participants will be able to:

• **Conduct** comprehensive HR due diligence to identify risks and potential liabilities in the target company.
• **Develop** a robust talent retention strategy for key employees during the pre- and post-close phases.
• **Design** and implement a unified compensation, benefits, and HR policy structure.
• **Analyze** and integrate organizational cultures to minimize disruption and maximize synergy realization.
• **Manage** the legal, compliance, and labor relations aspects of workforce integration across different jurisdictions.
• **Formulate** a structured and empathetic communication plan for employees across both organizations.
• **Lead** the integration of HR systems (HRIS) and technology platforms effectively.
• **Structure** the post-merger integration (PMI) office for a successful, timely transition.

Target Audience

• HR Directors, VPs, and CHROs who will lead M&A transactions.
• HR Business Partners (HRBPs) assigned to M&A integration teams.
• Compensation and Benefits Specialists involved in harmonization and transition planning.
• Talent Management and OD professionals focused on cultural integration.
• M&A Project Managers and professionals seeking a deeper understanding of the HR workstream.

Simulated M&A due diligence exercise, Detailed case studies on successful and failed integrations, Group debate on culture clash resolution, Role-playing communication scenarios, Checklists and template development, Expert panel discussions.

Outline

Unit 1: HR Due Diligence - Pre-Acquisition Phase

Scope and Process of HR Due Diligence

• Defining the HR due diligence checklist and critical risk areas.
• Assessing compensation, benefits, and executive employment agreements.
• Identifying hidden liabilities, litigation risk, and labor union issues.
• Evaluating key talent, leadership structure, and organizational design.

Valuation and Deal Economics

• Quantifying the financial impact of HR-related liabilities and risks.
• Calculating potential severance costs and retention bonuses.
• Translating HR findings into deal valuation adjustments.
• Working effectively with financial and legal advisors.

Unit 2: Pre-Close Planning and Talent Retention

Developing the Retention Strategy

• Identifying 'Keepers': critical talent and high-potential employees.
• Designing appropriate retention packages and incentives.
• Legal considerations for retention agreements and golden handcuffs.
• The role of HR in pre-close communication and confidentiality.

Organizational Design and Integration Team

• Determining the future organizational structure and talent requirements.
• Setting up the Post-Merger Integration (PMI) team structure.
• Defining the selection process for leadership and key roles.
• Developing a Day-1 and Week-1 plan for all HR activities.

Unit 3: Integration of Compensation, Benefits, and Policies

Compensation and Incentive Harmonization

• Methodologies for mapping and aligning salary grades and bonus plans.
• Managing pay equity and 'golden parachute' severance considerations.
• Designing the combined sales incentive and long-term equity plans.
• Communicating compensation changes to minimize disruption.

Benefits, Retirement, and HR Policy Alignment

• Strategies for integrating or terminating health, welfare, and retirement plans.
• Managing policy differences: vacation, sick leave, and paid time off (PTO).
• Navigating complex collective bargaining agreements and labor law.
• Employee communication strategies for benefits transition.

Unit 4: Cultural and Change Management

Cultural Assessment and Integration

• Techniques for diagnosing cultural gaps and similarities pre-close.
• Developing a culture integration strategy and "NewCo" values.
• Leading workshops and interventions to bridge cultural differences.
• Measuring cultural integration progress post-merger.

Employee Communication and Change

• Designing a structured, transparent, and frequent communication plan.
• Training managers to lead change conversations and address anxiety.
• Handling involuntary separations and outplacement services with dignity.
• Addressing 'merger fatigue' and maintaining productivity.

Unit 5: Post-Merger Execution and HR Technology

System Integration and Data Migration

• The challenge of integrating disparate HRIS and payroll systems.
• Planning for data migration, clean-up, and continuity.
• Establishing a single source of truth for all employee data.
• Ensuring data security and access control across the integrated systems.

Tracking Synergies and Lessons Learned

• Measuring the realization of HR-related cost and efficiency synergies.
• Conducting a post-mortem review of the M&A process.
• Documenting best practices and lessons learned for future transactions.
• Ongoing monitoring of talent retention and employee engagement post-integration.