Combining different business cultures is often cited as a problem in merging a money manager with another financial institution. But other issues - such as what the companies want to get from the merger and how to compensate employees - are equally nettlesome.
At International Business Communications' investment management mergers and acquisitions conference in New York last week, officials from Morgan Stanley & Co. and Miller, Anderson & Sherrerd talked about the issues they grappled with when Morgan acquired Miller last year.
Miller Anderson's partners initiated the deal as a defense, after numerous unsolicited offers, said Marna C. Whittington, a partner at the firm. The Philadelphia-based money manager wanted to combine with a company that had different lines of business and international reach. It found these at Morgan, she said.
Morgan Stanley was looking for a target with domestic products it did not offer; enough scale to achieve critical mass; and existing customer relationships that it could use. Once it decided on Miller Anderson, it had to structure a successful deal, said Stephen H. Belgrad, vice president at Morgan Stanley.
"We had to be sure to retain key employees and the MAS culture, and retain their clients," Mr. Belgrad said.
Miller and Morgan formed a transition team with members from both companies. They kept Miller Anderson's portfolio teams separate but merged the companies' business functions.
But merging two companies is more than combining assets. One frequent problem is integrating the business culture of a money manager into another financial services company, said Malcolm Hughes, chief executive of international management consulting firm Proudfoot PLC, London.
"They have to deal with the hard and soft issues," Mr. Hughes said. The "hard issues" are combining assets, client lists, and technology. If a merger fails, it is often due to the so-called soft issues, like compensation, internal communication, and employee reviews, he said. But there are ways to deal with these.
"You can often put Chinese walls around an acquired company and run it separately," he said. A transition team with members from both companies can help to decide which one's system or methods will be used once the merger is complete, he said.
