MAKING ‘M&A BY ZOOM’ WORK THROUGH THE ART OF LONG-FORM WRITING

From CFO Dive: A return to long-form writing can help offset what’s lost in virtual negotiations, Mona Sabet, chief of corporate strategy at UserTesting. By Mona Sabet, chief corporate strategy officer at UserTesting. Opinions expressed are author’s own.

Zoom, Slack and other virtual collaboration tools have become our go-to platforms for hammering out deals. They’re not ideal. There’s nothing like being locked in a room to finalize a tough agreement and later healing wounds at the closing dinner.

But there is a way to improve virtual collaboration: returning to long-form writing, using Google Docs or other collaboration tools, so your team members can consume a more complete understanding of the issues, synthesize them in their own time, and share their responses.

Work on my company’s recent acquisition of a Norway tech firm, which spanned pre- and post-pandemic 2020, helped show how a move away from bullet-point thinking can improve virtual deal-making.

REASONABLE SUBSTITUTE

On one hand, the forced migration to video conference means that everyone (even the law firms, which are generally loath to adopt modern technology) is seeing each other rather than talking at each other on audio conference calls. If you believe deals are better when you build up real-world relationships, then deals done on Zoom are better than those done over the phone.

On the other hand, the old practice of putting everyone in a room together for as long as it takes to hammer out a final agreement just doesn’t work over video conferences. Every good negotiator understands hard compromise begins when everyone tires of being stuck together in a room, eating bad sandwiches, listening to one another argue the same points back and forth, and waiting through breaks while people get caught up on messages.

Zoom just isn’t the same. I can’t get people to stay on a Zoom call longer than 90 minutes. As a result, deals drag on and compromise gets harder to reach. The lack of long days of in-person meetings hinders the human connections often needed to close deals and assure successful post-acquisition integration.

Complex transactions require deep consideration. But unlike financial analysis or product development, they require both deep consideration and a high level of cross-department collaboration.

Slack, email, Zoom are poor substitutes for the kind of in-depth discussions a deal requires. The always-on-from-anywhere quality that makes these communication devices so convenient also encourages “kicking the can down the road” behavior. Instead of spending time thinking through a detailed response, you send a half-baked idea and, by lobbing it over to someone else, buy yourself time to think about it more later.

RETURN TO LONG FORM

Our internal team on the Norway deal struggled with alignment in a fully remote world. Every M&A playbook is different, and when unexpected issues arise, I’ve relied on the ability to address them by walking over to my colleagues and working through the details together in real time. Unable to do that, we experienced some miscommunications, particularly while preparing to integrate the two companies.

To avoid misunderstandings among our internal teams, we changed our communication style to longer-form writing using collaboration tools such as Google Docs, with more detailed explanations of context, constraints and possible paths forward.

Somewhat ironically, the best tool I found for aligning our team around an acquisition strategy in our new remote working world is long form writing — an old skill the business world has long abandoned for bullet points on slide decks.

To be fair, technological advances have been changing the human dynamics of deal making for a number of years. For a long time, this is how you executed an M&A: After an acquisition was proposed, team members put their lives on hold to spend days in a “war room” reviewing diligence material, structuring the transaction, and negotiating with the other party in the deal. There also were the hours spent assessing the deal’s impact on expenses, tax, intellectual property and many other issues for which various internal teams were responsible.

These complex assessments were written up in long form — sentences and paragraphs that the deal team had to take time to read and synthesize. The physical “war room” gave us a place to work together yet separately, sometimes digesting analysis on our own and other times digging deep into the implications of these complex issues together.

By the mid-2000s, teleconferences increasingly replaced face-to-face interactions in deals I worked on in Silicon Valley. Concurrently, instant messaging was becoming a broader corporate phenomenon. We sat at our desks, negotiated through a speaker phone and IM’d each other with short bursts of information. Having to travel less made deals feel faster. But we were preparing less in advance of each call.

In 2016, I was involved in a deal between two California companies in which no one from either side saw each other in person except at a post-closing dinner. That set a new bar.

At the same time, email, chat apps and, now, videoconferencing have given us the impression that we can move faster regardless of where we are. It took this pandemic to make me realize that, for large, complex corporate transactions, these communication technologies might make us feel we’re doing more, but it’s not really helping us do it better.

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