Legal Business Blogs

Guest post: What happens to Anna when companies merge?

This is not a piece written from the perspective of a project manager or a strategist. Neither am I writing a worthy best practice guide. What I would like to do is to take you into a small world occupied by one person. She is an in-house lawyer. Let’s call her Anna.

Anna has worked for the Medium-Sized-But-Mighty-Fine (MSBMF) pharmaceutical business for the last five years. It was only very small when she started, but MSBMF has grown quickly after two of its products became market-leading.

Its growth has brought some pain for the legal team, which has always been stretched. Somehow the entrepreneurial zeal of success never quite made it to resourcing the legal team. That said, everyone was in it together from the chief executive to the guy mowing the lawn at the front of the office; there was fun to be had on this ride to the top. Everyone worked hard and took pride in the business.

Of course, Anna and her colleagues muttered about the constant nagging not to spend money and the need to ‘just prioritise better’, but while they loved their work there was a toll. Ben, a more experienced colleague with a young family, had not been in work for a few weeks. No one said much about it, but the feeling was he might have had a bit of a breakdown. Whatever one of those is…

Anna’s world was not perfect, but she had a lot to be grateful for. Salary was good, above market to be fair, and the company was going places. Her prospects in such a fast-moving environment must be positive, right? The fact she routinely shifted 60+ hours a week, had no budget for external lawyers and had accrued three-quarters of her holiday was just part of being in a business like this…

Then the news hit. Mega Pharmaceutical Giant (MPG) bid to take over Anna’s world.

Five years of Anna’s career lost in a moment as her executives ran for the hills laden with gold in their pockets while the lawn mower guy and the legal team picked over the wreckage of their emotions. ‘After all we have given, after all we have not taken, after all we have shared, my role now…’, Anna ruefully noted the obituary on her CV ‘…is to dismantle all we have built so it can be flat-packed and subsumed into MPG’s clutches.’

MPG’s general counsel tried to engender a party spirit and sent a cheerfully upbeat greeting welcoming Anna and her colleagues to the MPG family of 300 lawyers GLOBALLY. ‘Inevitably there will be changes’, the GC even more cheerfully revealed. ‘No shit, Sherlock,’ Anna muttered under her increasingly sorrowful breath.

‘We will look for synergies and the best of both worlds; we will not be hasty, and we will respect all you have done,’ said the GC using the random cliché generator. But Anna knew there would only be a swinging light bulb interrogation to tell MPG everything she knew and then silence for months while small minds in MPG plucked up the courage to send someone else to say: ‘Sorry. We must now let you go.’

As for dear old Ben, he was best out of all this nonsense; too many lawyers before him and too many since have worked themselves into the inescapable trap of hoping that sacrificing everything for a career is worth it in the end. It’s not even worth it at the beginning.

In the wreckage of this tale what do we learn?

The first lesson is that we are all of us, all of the time, more than a rank, an employee number and a job title. Professionalism, enthusiasm and commitment should be a given, but always in a context of what is most important: family, health, life… Please do not be a Ben, and if you are going to be an Anna, hold back a little because you have needs now that should be met now and must not always be put off by the potentially empty promise of what might be to come.

The second lesson is that takeovers should be better managed. Please put down the random cliché generator and pick up courage to speak to people human-to-human. MPG’s legal chief has looked too long at org charts and not enough at faces. We’re all passing through; the way we treat people on our journey will be of greater and more permanent significance than how we respond to every strategic brain fart emanating from the boardroom.

The third lesson is to know we have more to learn from the likes of Anna and Ben than we can take from the value of a share price or a product’s profitability. A business is a collection of people. Its success in large part will be created from relationships, values and culture. Until we can audit these three things we must never assume the transfer of assets is anything more than the carting of the lifeless cold body that will not be revived by propping it up in the corner and hoping when we play the tune it will dance again.

Take care.

Paul Gilbert is chief executive of LBC Wise Counsel. To read his blog click here.