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The secret to a successful RIM merger or acquisition: records and information managers play a critical role in supporting effective business processes within a merged organization.


At the Core

This article

* defines RIM expectations and goals during the merger and acquisition process

* explains the value of a merger plan

* discusses RIM professionals' role during the pre-merger, merger, and post-merger stages

Analysts estimate that at least 30 percent of the world's top organizations currently are considering a merger or acquisition. Even governments are not exempt. The U.S. Homeland Security Department There were gaps in the U.S. system for detecting and deterring terrorist acts in the homeland. That became clear September 11, 2001. The Department of Homeland Security is the george w. bush administration's plug for those gaps. , for example, represents the largest reorganization of federal agencies ever attempted. Although corporate merger and acquisition activity has slowed over the past two years, many companies are setting aside resources on the premise that there will be many takeover candidates available at bargain-basement prices when the world economy turns around.

Mergers and acquisitions are not Risk-free Adj. 1. risk-free - thought to be devoid of risk
riskless, unhazardous

safe - free from danger or the risk of harm; "a safe trip"; "you will be safe here"; "a safe place"; "a safe bet"
 undertakings. More than half of the mergers in the past five years that looked financially and strategically sound on paper failed to meet shareholder expectations for value and earnings potential within the first 18 months of the merger announcement. The most frequently cited pitfalls include

* inability to realize projected economies of scale

* failure to integrate people, processes, and systems into a cohesive cohesive,
n the capability to cohere or stick together to form a mass.
 new entity

* poor or non-existent non-existent adjnicht vorhanden

non-existent adjinesistente


non-existent
adj non-existent
 implementation of strategies for capturing, integrating, and/or and/or  
conj.
Used to indicate that either or both of the items connected by it are involved.

Usage Note: And/or is widely used in legal and business writing.
 retaining assets

The records and information management (RIM) integration issues associated with a merger are major contributors to the ultimate success or failure of mergers and acquisitions. More importantly, RIM plays a critical role in determining how effectively the merged organization is able to integrate information and skills while continuing to deliver products and services to internal and external customers.

The earlier RIM is involved, the better. Records and information managers should present executive management with a strong business case for involvement in the earliest phase of the merger and acquisition life cycle. The key is to demonstrate the ability not just to merge libraries, records centers, and archives, but also to develop RIM as a more effective and financially viable piece of the organization. Early involvement is essential to set realistic expectations and, more importantly, to define the strategic role of RIM in supporting effective business processes within the new organization.

In addition to unrealistic and often simplistic sim·plism  
n.
The tendency to oversimplify an issue or a problem by ignoring complexities or complications.



[French simplisme, from simple, simple, from Old French; see simple
 assumptions regarding cost cuts, many records and information managers face intense time constraints In law, time constraints are placed on certain actions and filings in the interest of speedy justice, and additionally to prevent the evasion of the ends of justice by waiting until a matter is moot. , as well as explicit directives to integrate complex RIM functions with no interruption INTERRUPTION. The effect of some act or circumstance which stops the course of a prescription or act of limitation's.
     2. Interruption of the use of a thing is natural or civil.
 in service quality or performance. Put simply, the expectations are clear for records and information managers involved in a merger: integrate two massive, complex, and disparate RIM programs; make the integration transparent to internal and external customers; and make sure the process is cost-efficient.

Phases of a Merger

The initial phase of a merger is the concept and analysis phase, which is typically carried out at the highest levels of the corporate structure. Unfortunately, RIM executives may not have representation at this level. This is followed by the due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  phase. Shrouded shroud  
n.
1. A cloth used to wrap a body for burial; a winding sheet.

2. Something that conceals, protects, or screens: under a shroud of fog.

3.
a.
 in secrecy secrecy

see confidentiality.
, confidentiality, or protection issues, this phase is generally the purview The part of a statute or a law that delineates its purpose and scope.

Purview refers to the enacting part of a statute. It generally begins with the words be it enacted and continues as far as the repealing clause.
 of accountants, bankers, auditors AUDITORS, practice. Persons lawfully appointed to examine and digest accounts referred to them, take down the evidence in writing, which may be lawfully offered in relation to such accounts, and prepare materials on which a decree or judgment may be made; and to report the whole, together , or outside consultants. RIM is rarely considered strategic enough to influence the value matrix that either validates or negates a merger and acquisition deal.

A critical interlude interlude, development in the late 15th cent. of the English medieval morality play. Played between the acts of a long play, the interlude, treating intellectual rather than moral topics, often contained elements of satire or farce.  in the merger and acquisition process occurs between the due diligence and transition phases. During this period, shareholders and government regulators review the proposed merger to determine its validity, a process that can last from weeks to years, depending on the complexity of the proposed merger. Although the transitioning period typically prohibits organizations from conducting detailed discussions on operational structures, informal communications often occur. Many organizations take advantage of this opportunity to exchange high level information and build a foundation for a more thorough plan of action once shareholders and regulators have blessed the deal.

RIM departments typically enter the merger and acquisition process during the transition/integration phase. Unfortunately, this may be the first time in the process that a RIM professional has seen the deal, reducing the role of the RIM department to that of implementer rather than business partner.

The majority of RIM professionals acknowledge that a detailed documentation process is critical to setting and managing data-related expectations of senior executives during a merger. However, it appears that only a small percentage have such a process in place. Because in many cases records and information managers are not adequately involved in the early stages of merger and acquisition activity, the onus is on them to be proactive and to justify their presence at the strategic planning Strategic planning is an organization's process of defining its strategy, or direction, and making decisions on allocating its resources to pursue this strategy, including its capital and people.  table. Many who have traveled the merger trail say the best way to do that is to formulate formulate /for·mu·late/ (for´mu-lat)
1. to state in the form of a formula.

2. to prepare in accordance with a prescribed or specified method.
 a structured merger and acquisition process model, which allows RIM to minimize the risks of post-integration operational failures and enhance its opportunity to contribute to a merger's efficiency.

Merger on the Horizon

In many cases, a merger is similar to a marriage. Hints of the impending im·pend  
intr.v. im·pend·ed, im·pend·ing, im·pends
1. To be about to occur: Her retirement is impending.

2.
 union are usually in the air, and days and sometimes months or even years pass before the announcement or long-awaited communication occurs. Quickly thereafter, there is a formal engagement and the two sides meet. Preliminary agreements regarding finance, banking, and other items are discussed as both parties try to find common ground.

As communications continue, RIM professionals begin to think critically about existing processes and procedures. Gaps and barriers, either ignored or delayed, now require immediate action and, where possible, complete resolution. The time has come to put the merger plan into action, but such a plan probably does not exist yet. What may exist is a variety of plans that target information and documentation including strategies for identifying, safeguarding, and recovering information as well as plans that specifically address the management of information relative to safety, health, and environment. But few companies or RIM departments have created a comprehensive plan for reference and use in the event of a merger or acquisition.

This is a missed opportunity for RIM professionals everywhere. A company's domestic and international RIM professionals may meet biennially bi·en·ni·al  
adj.
1. Lasting or living for two years.

2. Happening every second year.

3. Botany Having a life cycle that normally takes two growing seasons to complete.

n.
1.
 to discuss and strategize strat·e·gize  
v. strat·e·gized, strat·e·giz·ing, strat·e·giz·es

v.tr.
To plan a strategy for (a business or financial venture, for example).

v.intr.
 RIM principles, practices, and procedures, but what to do in case of an emergency--merger--usually never surfaces. Too often, when time and resources are available and the environment is non-threatening, RIM professionals do not take advantage of opportunities to get better prepared. Thus, if RIM professionals are called to task, none has an existing plan. External resources, including professional associations and industry-specific groups, should be considered, but they may not have a plan either. In fact, RIM professionals will find that a detailed merger-related plan for their department has not been addressed at any level or in any organization or association. Unfortunately, mergers often catch RIM professionals sleeping on the job. If this is the case, there is no time to hit the snooze alarm. It is time to act or be acted upon.

Understanding the Craft

RIM professionals should, at a minimum, possess baseline The horizontal line to which the bottoms of lowercase characters (without descenders) are aligned. See typeface.

baseline - released version
 core competencies A core competency is something that a firm can do well and that meets the following three conditions specified by Hamel and Prahalad (1990):
  1. It provides customer benefits
  2. It is hard for competitors to imitate
  3. It can be leveraged widely to many products and markets.
. In one merging company, a team of experienced professionals defined those competencies as present in individuals who understand the theories and principles related to information management. Skills should be translated to data management, knowledge management, and other emerging disciplines. RIM professionals should advocate the integration and utilization of information services See Information Systems.  in business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets . They should be able to design and/or implement programs and processes that incorporate evaluation, selection, classification, organization, storage, retrieval, and use of information. RIM professionals should exhibit their ability to understand, monitor, assess, develop, implement, and employ existing and emerging technologies for effective information management. Operational processes should be optimized to ensure best practices. The job, by its very nature, requires each RIM professional to possess and demonstrate inherently strong customer support. RIM professionals also should be proactive. Staff should network with internal and external vendors and contacts, including representation and/or involvement in professional associations. In addition to being knowledgeable of the craft, RIM staff must be familiar with the company.

RIM professionals should have a working knowledge and understanding of the company's business as a whole. They should not mistakenly mis·tak·en  
v.
Past participle of mistake.

adj.
1. Wrong or incorrect in opinion, understanding, or perception.

2. Based on error; wrong: a mistaken view of the situation.
 assume that expert knowledge of or certification in RIM is sufficient in itself. Nothing could be further from the truth. RIM professionals must educate themselves about each business unit and know what their clients do, how it is done, and why. The functionality and the relationship between and among business units and their relationship to RIM also should be clearly understood. Participating in liaison and multifunctional teams will correct or confirm this understanding as well as provide a forum in which to share RIM concepts and processes.

RIM professionals should exhibit their acquired knowledge of the client's work processes as they educate clients on what they do, how they do it, and why. They should be able to demonstrate how RIM processes impact and add value to clients' day-to-day operations. If conveyed successfully, the client will be prompted to re-evaluate and redefine Verb 1. redefine - give a new or different definition to; "She redefined his duties"
define, delimit, delimitate, delineate, specify - determine the essential quality of

2.
 work habits to better facilitate alignment of common goals. As relationships flourish, RIM's position as a business unit also will be elevated. The science and staff will be trusted and respected and RIM will become an integral part of the organization.

RIM professionals can extend the relationship they have successfully nurtured in their company to other organizations, moving from independence to interdependence in·ter·de·pen·dent  
adj.
Mutually dependent: "Today, the mission of one institution can be accomplished only by recognizing that it lives in an interdependent world with conflicts and overlapping interests" 
 in an effort to share, identify, and incorporate standards across companies and industries. They can form an alliance with external peers and enter into authentic conversations. It also is important to be willing to discover and rediscover Re`dis`cov´er   

v. t. 1. To discover again.

Verb 1. rediscover - discover again; "I rediscovered the books that I enjoyed as a child"
 new ways of being and doing, as well as consider alternatives and new approaches. The big payoff is accessibility. Through teamwork (product, software, tool) Teamwork - A SASD tool from Sterling Software, formerly CADRE Technologies, which supports the Shlaer/Mellor Object-Oriented method and the Yourdon-DeMarco, Hatley-Pirbhai, Constantine and Buhr notations.  and a cooperative spirit, a RIM professionals best gets better.

Managing the Merger

After the marriage, or merger of two successful entities, has occurred, both parties will assess the situation individually and collectively while recognizing that there will be obstacles and challenges that, together, they can overcome.

RIM professionals should recognize that everyone is in a different place and empathize em·pa·thize
v.
To feel empathy in relation to another person.
 with where they are while moving past being critical. They should be sensitive and respectful re·spect·ful  
adj.
Showing or marked by proper respect.



re·spectful·ly adv.
 while remaining objective and non-judgmental. It is also important to respect customs, traditions, and manifestations and accept things where they are and, once understood, move forward to where they should be. Both parties are on unfamiliar ground and each should ask the same questions:

* Will I fit into the new environment?

* Will my work and ideas be valued?

* What type and how much data will have to be managed?

* Will current technologies and systems be available to assist with data management?

* Who are the clients and are they willing to work with me? What are their needs? How much autonomy will I have to meet those needs?

* What is the knowledge base and skill level of the current staff?

* Can the staff effectively work together? What type of policies and procedures Policies and Procedures are a set of documents that describe an organization's policies for operation and the procedures necessary to fulfill the policies. They are often initiated because of some external requirement, such as environmental compliance or other governmental  are in place? Are they subject to change?

* What is the RIM group's reputation? Is it respected and valued by the clients and in the industry?

Methodology of Change

Organizations are reshaping daily to fit a constantly changing world. It is believed that most businesses see change as an opportunity to improve. The merger experience can result in the ultimate change: a new job, new boss, new staff, new work environment, new customers, and new policies and procedures. For some, the experience will be painful; for others, it will be an exciting opportunity for growth. RIM professionals are responsible for both. Therefore, they must establish their trustworthiness trustworthiness Ethics A principle in which a person both deserves the trust of others and does not violate that trust , integrity, and objectivity up front and assist others with understanding the rationale rationale (rash´nal´),
n the fundamental reasons used as the basis for a decision or action.
 and benefit associated with the change.

Mergers and acquisitions tend to generate half-truths and innuendoes. It is the RIM professional's responsibility to set the record straight by sharing available information, as often and as quickly as possible. They must answer questions--including the unasked un·asked  
adj.
1. Not asked: Several unasked questions remain.

2. Not invited: Unasked guests arrived at the party.

3.
 ones--truthfully and honestly.

RIM professionals should show their appreciation and respect for both existing and incoming staff and let them know that both provide historical perspectives as well as being present resources and links to a successful future. They should frequently remind associates that as a business unit, the staff is better collectively than individually. It is helpful to focus on the positive aspects of the merger, such as access to more information, so that clients can be better served and a more collaborative effort resulting in knowledge exchange, better insight, sharing of diverse skills, and adoption of best practices. If prior professional relationships already exist, the transition will be even smoother because trust and respect, as well as familiarity with processes and systems, may already have been established.

A common denominator common denominator
n.
1. Mathematics A quantity into which all the denominators of a set of fractions may be divided without a remainder.

2. A commonly shared theme or trait.
 in all mergers and acquisitions is the presence of information and the need to integrate data collections. Managing the volume and complexity of the combined data can be daunting daunt  
tr.v. daunt·ed, daunt·ing, daunts
To abate the courage of; discourage. See Synonyms at dismay.



[Middle English daunten, from Old French danter, from Latin
 for even the most seasoned veteran. The task, however, is manageable if tried-and-proven practices are employed.

In an effort to identify and share best practices with a larger community, RIM professionals going through a merger or acquisition should ask each other the following questions:

1. Were you or someone with a comparable position included in the planning process?

2. What interaction, if any, occurred between you and your counterpart counterpart n. in the law of contracts, a written paper which is one of several documents which constitute a contract, such as a written offer and a written acceptance. (s) from the merging company? If interaction occurred, what were your findings relative to resources, processes, and procedures?

3. What are your current thoughts? Is the company better, the same? Relative to RIM, has its functionality improved, remained the same, or regressed?

4. What was your greatest challenge and were you properly prepared to meet it?

5. What are some lessons learned and what advice would you give to a novice or veteran RIM professional?

It may be immediately apparent if the merging companies' philosophies are different. Some practices may be consistent in the science of RIM but varied in application. The key is finding the best way to do things and the right people to do them.

Mergers and acquisitions are difficult, and there are almost always some casualties. Incoming associates and others may be in limbo limbo

In Roman Catholicism, a region between heaven and hell, the dwelling place of souls not condemned to punishment but deprived of the joy of existence with God in heaven. The concept probably developed in the Middle Ages.
 as to their positions and their future with the new company; many may experience disillusionment Disillusionment
Adams, Nick

loses innocence through WWI experience. [Am. Lit.: “The Killers”]

Angry Young Men

disillusioned postwar writers of Britain, such as Osborne and Amis. [Br. Lit.
, disappointment, and frustration. It is critical for RIM professionals to review pre-merger operations for best practices, visit with staff, review records, meet potential clients, and observe and appropriately respond to cultural differences.

Post-Merger Lessons Learned

The top-three priorities for RIM in almost all merger scenarios are cost savings, minimal interruptions in service, and response time. It is therefore necessary to have a plan that addresses all phases of merger activity in order to achieve these priorities. Plans, processes, and procedures help in the assessment of how effectively various future scenarios might address key questions such as what went right, what went wrong, and how long each phase took to complete.

Staff members are initially unfamiliar with the data and may not know the newly acquired client. Thus, it becomes increasingly important for the combined staff to employ publicity and marketing strategies and become more visible in the work community. Staff should be encouraged, if not mandated, to visit work areas and attend team meetings. Each should identify and solicit the aid of a sponsor, someone who is respected throughout the organization, to assist with addressing key issues and providing answers on the data to be managed.

Most merger survivors say that they, their staff, and their organizations are stronger together than they were when separate. The combined collection is usually a better product because the best practices of both companies are adopted. Post-merger access to more information allows the RIM professional to better serve customers. Insights, as well as rates associated with contractual agreements, are improved. Knowledge is expanded, and ideas are exchanged. The merger is successful because the two indeed become one.

Tips for Success

* Accept the fact that change is constant; be positive, flexible, and cooperative.

* Educate management on what it takes to successfully transition and merge records Merge Records is an independent record label based in Durham, North Carolina. Merge was originally founded in Chapel Hill, North Carolina by Mac McCaughan and Laura Ballance in 1989 as a way to release singles and cassettes from their band Superchunk, and music created by friends.  and information.

* Get involved as early as possible; lobby for participation.

* Be proactive; have a plan in place and follow it. Get it right the first time.

* Look for ways to add value; work on things within your sphere of influence.

* Petition for records and information management (RIM) needs in terms of dollars, space, and personnel.

* Recognize talent in the organization and use it; put the right people in the right places.

* Remain professional, patient, and optimistic op·ti·mist  
n.
1. One who usually expects a favorable outcome.

2. A believer in philosophical optimism.



op
; big mergers require big time.

* Leverage RIM; the environment has never been more viable.

* Celebrate successes.

RIM Recommendations

* Be on the lookout for in search of; looking for.

See also: Lookout
 rough waters; there will be some, don't fight it ... move with the current.

* Avoid politics; play fair.

* Have a strong due-diligence program.

* Create a checklist to ensure that all the right things are done at the right time for a smooth transition.

* Continue to provide quality customer service.

* Take the initiative to be proactive in the process.

* Find out who the players are and communicate frequently.

* Get answers to your questions or issues ... do not rely on gossip/hearsay.

* Meet with a counterpart, share information, and identify best practices.

* Be able to do more with less; maximize use of available funding that has been budgeted for merger activities.

* Be marketable Marketable are securities that can be easily converted into cash. Such securities will generally have highly liquid markets allowing the security to be sold at a reasonable price very quickly.  ... a new job may be on the horizon.

Factors to Consider in Developing a Merger Plan

* Identify key contacts

* Develop guidelines guidelines,
n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks.
 

* Define a timeline
For Wikipedia's timeline and related tools, see Wikipedia:Timeline.


Timeline may refer to:
  • Chronology — see also list of timelines
 

* Identify boundaries

* Identify gaps

* Identify resources

* Develop measures of accountability

* Publish acronyms list

* Publish contact list

* Assess collection (equipment, media, location, and volume)

Roselyn A. Honore is an Information Management Services Supervisor at ExxonMobil. She managed the records transition criteria, including records assessment, and defined major steps toward consolidation, including best practices, desired outcomes, and maintaining customer accessibility for her geographical area. She may be contacted at roselyn.a.honore@exxonmobil.com.

Marion W. Maheia, Information Management Specialist at ExxonMobil, has more than 26 years experience as a records manager. She was part of Mobil's five-member global information management group and was responsible for setting corporate policy and procedures and for addressing records issues, including acquisitions, at company locations worldwide. She may be contacted at marion.w.maheia@exxonmobil.com.
COPYRIGHT 2003 Association of Records Managers & Administrators (ARMA)
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Title Annotation:Business Matters
Author:Maheia, Marion W.
Publication:Information Management Journal
Date:Sep 1, 2003
Words:2993
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