507: Decoding M&A: Why 70% of Deals Fail and the Scorecard for Predicting Success
Dec 9, 2024
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Baruch Lev and Feng Gu, co-authors of The M&A Failure Trap, share their insights on why 70% of mergers fail. Lev, a leading authority in corporate finance, and Gu, an expert in corporate acquisitions, discuss the pitfalls of over-optimism and lack of due diligence in M&As. They introduce a unique scorecard that evaluates key success variables like deal size and employee dynamics. The conversation highlights the crucial need for strategic planning and accountability to avoid costly acquisition mistakes.
CEOs often exhibit overconfidence that drives them to pursue large acquisitions under investor pressure, frequently leading to significant financial losses.
Inadequate due diligence and flawed CEO incentive structures contribute heavily to the high failure rates of mergers and acquisitions.
Deep dives
CEO Overconfidence and Acquisitions
CEOs often display high levels of optimism, with 30% to 40% exhibiting overconfidence regarding their ability to successfully integrate acquired companies. This overconfidence leads them to pursue large acquisitions under pressure from investors and boards, believing that these acquisitions can remedy operational issues such as lagging sales or market share. Although some acquisitions may succeed, studies show that acquisitions frequently result in significant financial losses for the acquiring company, often described as the 'greatest value destruction' in corporate business. This high failure rate is exacerbated by the perception that acquisitions are a quick solution to broader strategic challenges.
The Flaws in Due Diligence Processes
Many companies fail to conduct thorough due diligence before acquisitions, often leading to disastrous outcomes. Effective due diligence should include scrutinizing financial records, understanding potential employee turnover, and assessing talent retention strategies. However, management often bypasses detailed analyses, relying instead on hastily constructed financial appraisals. As a result, companies may find themselves acquiring targets that do not align with their strategic goals or that are burdened with hidden liabilities, ultimately jeopardizing success.
Incentive Structures for CEOs
The way CEOs are incentivized regarding acquisitions plays a crucial role in their decision-making processes. Many CEOs receive substantial bonuses simply for completing acquisitions, regardless of the long-term success of the deal. This flawed incentive structure encourages CEOs to pursue acquisitions recklessly, as they face little penalty for poor outcomes and may actually benefit in terms of compensation from simply increasing a company's size. Restructuring these incentives to focus on successful integration and performance post-acquisition could help mitigate this issue.
The Risks of Conglomerate Acquisitions
Conglomerate acquisitions, where companies expand into unrelated industries, often lead to complications and increased failure rates. Many large tech firms pursue these types of acquisitions in the hope of diversifying and tapping into new markets; however, the lack of synergy between vastly different sectors can lead to operational difficulties. Notably, the essential skills required to manage diverse industries often elude CEOs, resulting in struggles to align company cultures and strategic visions. As demonstrated by historical examples, failed conglomerates are frequently unable to integrate their disparate acquisitions, resulting in wasted resources and diminished shareholder value.
Welcome to Strategy Skills episode 507, an interview with the authors of The M&A Failure Trap: Why Most Mergers and Acquisitions Fail and How the Few Succeed, Baruch Lev and Feng Gu.
In this episode, Baruch Lev and Feng Gu discuss the pitfalls of corporate acquisitions and the reasons why CEOs repeatedly make strategic errors that lead to costly mistakes. They argue that many acquisitions are driven by investor pressure and unrealistic expectations, with large deals often failing due to many factors including poor due diligence, lack of synergies, and talent retention challenges. Acquisitions should be a carefully considered last resort, not a knee-jerk strategic move.
Baruch Lev is a professor emeritus at NYU Stern School of Business, where he has taught and conducted research on mergers and acquisitions for decades. He worked formerly at UC Berkeley and the University of Chicago. His work has been widely cited in academic and professional circles (over 63,000 Google Scholar citations), and he is a leading authority on corporate finance and valuation.
Feng Gu is a professor of accounting at the University at Buffalo and has extensive experience in analyzing the financial aspects of corporate acquisitions. His research focuses on the economic consequences of corporate decisions and has been published in top-tier academic journals.