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Approximately 65% to 85% of mergers fail. That's a startling statistic. While there are myriad reasons why mergers are not successful, in many cases the reason is simple: a failure to develop and execute an appropriate postmerger integration (PMI) strategy. Clues to successful PMIs can be gleaned from the 15% to 35% of mergers that do succeed; this note contains some tips and best practices distilled from those successes. Because every company and every merger is different, this collection of practices is by no means exhaustive. Instead, its purpose is to serve as a starting point for the creation of a well-tailored strategy for a firm planning to undertake the assimilation of an acquisition into a new, combined entity.

In 2001, Allianz Capital Partners and Goldman Sachs acquired a majority stake in Messer Griesheim, a European industrial gas concern held by Hoechst. The dealmakers faced several challenges, including delicate corporate governance issues due to partial family ownership and a consolidating market for industrial gases. Aiming to make Messer Griesheim a more attractive potential acquisition, Messer Griesheim management had drawn up a restructuring plan as early as 2000. By late 2003 the private equity players were ready to exit and the Messer family agitated for further control. Several factors were in play: the family had a buy-back option, the window of which was quickly closing; there were few possible strategic buyers, given the anti-trust issues facing a European player interested in buying the firm; and the family made no secret of its desire to retain a piece of the firm, at the very least, and some measure of control. The case explores the steps taken by the private equity investors to restructure the firm, and the relationship the partners forged with the family owners, to bring about a favorable exit for the private equity partners and ownership for the Messer family.

In 2001, Allianz Capital Partners and Godlman Sachs acquired a majority stake in Messer Greisheim, a European industrial gas concern held by Hoeschst. The dealmakers faced several challenges, including delicate corporate governance issues due to partial family ownership and a consolidating sector. By late 2003 the private equity players were ready to exit and the Messer family agitated for further control. Several factors were in play: the family had a buy-back option, the window of which was quickly closing; there were few possible strategic buyers, given the anti-trust issues facing a European player interested in buying the firm; and the family made no secret of its desire to retain a piece of the firm at the very least and some measure of control. The case provides an update post-exit.

Describes an architecture firm founded and run by a husband and wife team, Sharukh and Renu Mistry, that emphasizes "green" building. The firm presents an unusual mix of projects - spanning the spectrum from larger corporate projects to small private homes. The mix also includes more profitable work and projects deliberately selected for social good, including the design of orphanage communities for SOS Childrens International and other non-profit organizations. The mix engages teams of young architects in different kinds of learning opportunities, and allows them to manage these projects with an unusually high level of independence. The firm's founders are dedicated to being both very client-oriented and environmentally responsible. This can lead to some difficult choices and the case illustrates one example. The firm has been commissioned by SOS to design homes for some villages destroyed in the December 24, 2004 tsunami. The preferred design is thatch roofs which is in keeping with the local environment. However, the villagers want a more functional (and more expensive) reinforced cement concrete roof. Sharukh must decide which of his principles is to dominate in this situation. A (B) case presents and explains the decision. A (C) case discusses future plans for the firm.

This case is a follow-up of Mistry Architects: Innovating for Sustainability (A) (Case 609-044). In Case (A) Sharukh and Renu Mistry found and run an architectural firm dedicated to being both client-oriented and environmentally responsible. The case uses a difficult design decision in a tsunami rehabilitation project to illustrate the challenges faced by professional services firms, and the role of innovation in meeting the needs of multiple stakeholders. The specific design decision is to make a choice between thatch roofs which are environmentally friendly, versus reinforced cement concrete roofs that the villagers desire for its functionality. Case (B) reveals and explains the firm's choice, while describing how the community rebuilds itself after the tsunami, as well as how the firms evolves. A (C) case discusses the future plans of the firm including growth and succession issues.

This case is a follow-up of "Mistry Architects: Innovating for Sustainability" (A) (Case 609-044) and (B) (Case 609-086). In Case (A) Sharukh and Renu Mistry founded and run an architectural firm dedicated to being both client-oriented and environmentally responsible. The case uses a difficult design decision in a tsunami rehabilitation project to illustrate the challenges faced by professional services firms, and the role of innovation in meeting the needs of multiple stakeholders. The specific design decision is to make a choice between thatch roofs which are environmentally friendly, versus reinforced cement concrete roofs that the villagers desire for their functionality. Case (B) reveals and explains the firm's choice, while describing how the community rebuilds itself after the tsunami, as well as how the firms evolves. The (C) case discusses the future plans of the firm including growth and succession issues.

In August 2005, The Carlyle Group and its partners (Clayton, Dubilier & Rice, and Merrill Lynch Global Private Equity) must finalize the terms of a bid to purchase the Hertz Corporation. The Ford Motor Company had put Hertz, a wholly owned subsidiary, up for sale in April 2005, and in June 2005 Hertz entered a dual-track process, that would result in its sale or an initial public offering (IPO). The case provides detailed pro forma projections for the transaction that allow students to examine the synergies of the deal and estimate a value and bid for Hertz. Students must consider whether their bid provides an adequate return to the sponsors, can produce a higher value for Hertz than can an IPO, and can best the bid of a rival bidding group. The case is appropriate for use in courses on corporate finance, private equity, or deal valuation. Because of the rich range of issues that can be considered, the case also works well as a capstone case or in a case competition. For instructors wishing to provide students an overview of the role and practices of private equity, we recommend combining the Hertz LBO case with its companion case, "Investing in Sponsor-Backed IPOs: The Case of Hertz" (UV1409). The Hertz IPO was announced in July 2006, just seven months after the LBO was completed. The two cases cover a wide range of issues that arise over the course of entry and exit of private equity investments.

In May 2007, the chief operating officer at TSC Stores in London, Ontario, asked the director of distribution to evaluate the company's supply chain strategy and make recommendations to the board of directors. The chief operating officer was concerned about the ability of the company's supply chain to support the corporate business plan, which called for 20 per cent annual growth over the next three years. Preliminary analysis indicated that TSC would need more distribution capacity by first quarter 2008, which gave the director of distribution only six to eight months to evaluate options and implement a plan. The chief operating officer and the board would want to know the process and schedule that the director of distribution intended to follow to deal with the evolving capacity demands in distribution.

Spreadsheet supplement for case UV1056.

At Precision Electro-Tek's mobile phone manufacturing facility in southern China, thousands of operators-bright and capable young men and (mostly) women like Jieliang Hao-are motivated to improve line productivity through small innovations for faster assembly and have discovered many ways to increase their performance. Meanwhile a globally networked team of manufacturing experts led by Marty Cole, the case protagonist, is trying to spread best practice from other sites around the globe. Unfortunately these two processes sometimes inadvertently clash, presenting a management challenge. The case helps students examine the implicit assumptions managers make in organizing work inside a factory. These assumptions reflect theories of worker behavior and motivation in combination with managers' beliefs of what constitutes "best practice." Students are offered an opportunity to dissect these lean manufacturing theories and recognize that in this particular implementation, implementation of best practice without sufficient consideration of the interplay of theories on motivation has led to unexpected outcomes. The case offers an opportunity to explore the link between work design and compensation and to understand the differences between compensation and motivation. The case frames the role of the general manager in setting up work structures and compensation systems in a very traditional and explicit setting, one where linkages should be clearly visible yet assumptions are often deeply buried and implicit. Our expectation is that students will see the lessons generalize to most, if not all, of the organizations where they have worked. There are three cases: the (A) case describes the management view, the (B) case describes the direct labor worker view, and the (C) case details the results of an employee survey that was conducted on two manufacturing lines.

At Precision Electro-Tek's mobile phone manufacturing facility in southern China, thousands of operators-bright and capable young men and (mostly) women like Jieliang Hao-are motivated to improve line productivity through small innovations for faster assembly and have discovered many ways to increase their performance. Meanwhile a globally-networked team of manufacturing experts led by Marty Cole, the case protagonist, is trying to spread best practice from other sites around the globe. Unfortunately these two processes sometimes inadvertently clash, presenting a management challenge. The case helps students examine the implicit assumptions managers make in organizing work inside a factory. These assumptions reflect theories of worker behavior and motivation in combination with managers' beliefs of what constitutes "best practice." Students are offered an opportunity to dissect these lean manufacturing theories and recognize that in this particular implementation, implementation of best practice without sufficient consideration of the interplay of theories on motivation has led to unexpected outcomes. The case offers an opportunity to explore the link between work design and compensation, and understand the differences between compensation and motivation. The case frames the role of the general manager in setting up work structures and compensation systems in a very traditional and explicit setting, one where linkages should be clearly visible yet assumptions are often deeply buried and implicit. Our expectation is that students will see the lessons generalize to most, if not all, of the organizations where they have worked. There are three cases: the (A) case describes the management view, the (B) case describes the direct labor worker view, and the (C) case details the results of an employee survey that was conducted on two manufacturing lines.

At Precision Electro-Tek's mobile phone manufacturing facility in southern China, thousands of operators - bright and capable young men and (mostly) women like Jieliang Hao are motivated to improve line productivity through small innovations for faster assembly and have discovered many ways to increase their performance. Meanwhile a globally-networked team of manufacturing experts led by Marty Cole, the case protagonist, is trying to spread best practice from other sites around the globe. Unfortunately these two processes sometimes inadvertently clash, presenting a management challenge. The case helps students examine the implicit assumptions managers make in organizing work inside a factory. These assumptions reflect theories of worker behavior and motivation in combination with managers' beliefs of what constitutes "best practice." Students are offered an opportunity to dissect these lean manufacturing theories and recognize that in this particular implementation, implementation of best practice without sufficient consideration of the interplay of theories on motivation has led to unexpected outcomes. The case offers an opportunity to explore the link between work design and compensation, and understand the differences between compensation and motivation. The case frames the role of the general manager in setting up work structures and compensation systems in a very traditional and explicit setting, one where linkages should be clearly visible yet assumptions are often deeply buried and implicit. Our expectation is that students will see the lessons generalize to most, if not all, of the organizations where they have worked. There are three cases: the (A) case describes the management view, the (B) case describes the direct labor worker view, and the (C) case details the results of an employee survey that was conducted on two manufacturing lines.

The government-led creation and incubation of the semiconductor industry in Taiwan is a striking success for advocates of strong industrial policy. It has led to the island nation's domination of the global "foundry" business in which firms like Taiwan Semiconductor Manufacturing Company (TSMC) and United Microelectronics Corporation (UMC) manufacture the designs of "fabless" design companies. The two have a combined global market share of close to 70% of this global business segment. This success was all the more striking because when the initiative began, the country had few of the large scale firms that could support the R&D and scale necessary to enter such sophisticated capital intensive industries. There were no firms with the deep technological roots or the skill base to even begin. Yet government planners recognized the challenges of upgrading the nation's technology base and formulated a strategy that entailed the creation of "pilot agencies" that would serve as vehicles to bridge between sources of leading edge technology (predominantly sourced from overseas) and the commercialization to be carried out by local firms.

This note addresses some of the most frequently asked questions about the relation between human rights and business. Topics include the definition of human rights, the business leader's role regarding human rights, and legal liability of companies and executives for violating human rights.

Most large companies operate in more than one business. Valuing a diversified company requires separate valuations for each of its businesses and for the corporate headquarters. This method of valuing a company by parts and then adding them up is known as Sum-Of-The-Parts (SOTP) valuation and is commonly used in practice by stock market analysts and companies themselves. However, it is rarely taught in MBA programs or broached in valuation textbooks. Yet the application of the method raises a number of challenges.

Founders and their families can raise equity without relinquishing control of their companies, through the use of mechanisms such as dual-class stock, pyramidal ownership, voting agreements, and disproportionate board representation. The use of these mechanisms in publicly traded companies is widespread throughout the world, and in the United States. Understanding how the various mechanisms contribute to the separation between economic ownership and control is important for the individuals who set them up because the choice among these mechanisms impacts firm value. It is also important for minority shareholders in these companies and for regulators, for reasons of transparency and investor protection.

Microsoft designs, modifies, publicizes, and distributes Windows Vista -- against a backdrop of consumers already largely satisfied with their existing Windows XP systems. Microsoft must decide what features to include and what to drop, how to compete with its own installed base, and how to mobilize partners to offer Vista-compatible systems.

Zappos was founded in 1999, during the Internet boom, to sell shoes online. The company's founding premise was to provide the ultimate in selection to its customers-all brands, styles, sizes, and colors. Zappos organized all aspects of its business (including recruiting, culture, call center, inventory, website, and supply chain) to provide the best possible service-it wanted to "wow" everyone who interacted with the company, from customers to employees to corporate partners. Zappos grew rapidly, and by 2008 was profitable with net sales (after returns) of about $650 million. The company faced a number of issues as it looked forward. While it had penetrated only about 3 percent of the U.S. market for shoes, Zappos had expanded its product lines to items such as camping gear and video games. It needed to determine those elements of its strategy had contributed to its success in shoes, and whether it would be able to duplicate that success in other product lines. It also needed to determine how it could scale its business-much of the effort it had made to "wow" its customers was labor intensive and expensive-could this be scaled to a company with revenues of tens of billions? Finally, the economic landscape changed dramatically in late 2008, with the financial market collapse and recession. The service-intensive Zappos.com business was based on sales at little to no discount, unlike many websites that relied on selling at the lowest possible price. Would the company need to make changes to respond to the changed economic environment, and if so, what were those changes? The case provides an opportunity to evaluate the core competences of an Internet retailer that has experienced rapid, initial success. The case enables students to consider supply chain issues, which are critical to the company's success, in the broader context of the business: the bases of Zappos' success, its core competencies, culture, and competitive environment.

Shanghai Diligence Law Firm, started in January 2006, is a rapidly growing law firm in China's burgeoning legal services market. In addition to the usual challenges facing all professional service firms (picking and retaining talent and building a desired client portfolio), the firm faces some challenges and opportunities that are unique to its setting in China and the fact that the firm is not yet three years old. The legal profession in China is a new and rapidly growing one with a large number of small firms all trying to carve out a distinctive niche for themselves. One of the partners in the firm, Joseph Shang, has created an innovative compensation system he calls the "A-B-C-D Model" which enables even the most junior associates to earn compensation for bringing in new business. This model is a kind of hybrid between the typical compensation system found in a Chinese law firm and those found in U.K. and U.S. law firms. The goal of this approach to compensation is to enable the firm to get and keep promising lawyers while also giving them an incentive to help grow the business. Somewhat unusual for a typical law firm, or any type of professional service firm, this compensation model is only used in Shang's practice. The founder and CEO, Chenyao Wu, has his own version of an "A-B-C-D Model," and discussions are taking place about what the firm should be doing about compensation. In addition to compensation, the firm is grappling with issues regarding divergent views amongst the partners, building a brand in a very competitive marketplace and the stability of the core team.