CHAPTER 7

A Value-Based and Human-Centered Approach to Mergers and Acquisitions: The Case of a High-Tech Company

Fabrizio Maimone, Sara Mormino, and Silvia Ravazzani

This study sheds light on the hidden and soft factors that facilitate the emerging of a ‘humanistic organization’ in the change management process in the post-Merger & Acquisition (M&A) processes. The classic managerial approaches to M&A change management processes are typically focused on financial performance and structural aspects of change (DePamphilis 2009). However, frequently post-M&A change management processes fail (Cartwright and Schoenberg 2006) because of lack of attention to the human and cultural sides of change management (Nguyen and Kleiner 2003; Mitleton-Kelly 2005; ­PricewaterhouseCoopers 2010).

In order to achieve a deeper understanding of a sustainable, human-centered and participatory approach to change management and how this may positively contribute to post-M&A change management processes, this chapter offers an empirical study of a high-tech company operating in the Italian market. The case study is focused specifically on the analysis of the change management and communication processes that followed the acquisition of this knowledge-intensive high-tech company by a Multinational Business Group.1

Theoretical Framework

The Shift Toward a Humanistic Approach to Change Management

The 2008 financial crisis showed the fragility of the global economic system and the flaws in the fundamental principles of neoclassical theory. Several scholars have questioned the utilitarian philosophy that is at the basis of modern economic thought and the rationalistic model with its concept of homo economicus (e.g., Etzioni 1988; Bordoni 2008; Dierksmeier and Pirson 2010; Ulrich 2009; Pirson and Von Kimakowitz 2010; Grassi and Habisch 2011; Becchetti, Bruni, and Zamagni 2012). In addition, some researchers have criticized the basic principles of the classic theory of the firm (e.g., Fontrodona and Sison 2006; Melé 2009).

The theoretical perspective of Humanistic Management is an alternative that offers a way to overcome the limitations of classical economic theory and provides a more human-centered, socio-relational, and ethical view of the organization. According to Pirson and Lawrence (2010, Ib., p. 11), “humanism views organizations as a social phenomenon essential to the relational nature of human beings.” Moreover, Hofielen, Von Kimakowitz and Pirson (2010), pointed out that Humanistic Management is based on three principles: unconditional respect toward human dignity, ethical reflection, and normative legitimacy. Last but not least, Humanistic Management attributes a special role to people’s values ­(Hofielen, Von Kimakowitz and Pirson 2010) and to organizational culture as change catalysts.

Organizational culture plays an important role in the implementation of a humanistic management approach. However, it is necessary to go beyond the classic theory of corporate culture (Deal and Kennedy 1982; Peters and Waterman 1982) to adopt a more complex and socio-relational perspective. In fact, the classic model of organizational culture is based on structural-functionalistic (Schein 2006) and utilitarian approaches (Scholz 1987; Gordon and DiTomaso 1992; Kreps 1996). Whereas a humanistic perspective (Pirson and Lawrence 2010) conceives of organizational culture as an evolutionary and relational phenomenon, that is created by inter-human interaction and has therefore an “inter-subjective” nature (Brickson 2007). Consistent with this theoretical framework, we assume the complex and multidimensional nature of organizational culture (Maimone and Mormino 2012) and argue for the centrality of shared values in the development of a humanistic organization. Such values are not only the outcome of the deliberate strategies of management (Jones 2010), nor the mere projection of leaders’ personality and behavior (Schein 1983; Gagliardi 1986); rather, they are the result of a process of social construction (Malizia 1998). This process also includes the “glocal” sphere (Maimone and Nava, in print) and implies the necessity to leverage the level of people’s and organizations’ awareness and mindfulness (Pirson et al. 2012) in order to facilitate the enactment of self-reflective processes and collective learning within and outside organizational boundaries. This kind of understanding helps facilitate change processes such as mergers and acquisitions in that it fundamentally focuses on human connection and community development and, therefore, it is particularly apt to address the human and social side of M&A processes.

On the whole, the Humanistic Management perspective stresses that organizational culture should not be seen as something that managers can manipulate to reach strategic goals, but as a social and emergent phenomenon linked to shared values and social relationships. Human dignity plays a central role in Humanistic Management. The respect for human dignity is conceived of as a kategorischer Imperativ2 that should be followed for its sake, regardless of the goals pursued. The concept of human dignity is embedded in the humanistic philosophical tradition and entails the centrality of human being in the economic and managerial discourse. According to Pirson (2013, p. 5), there are a few key elements of human nature that could be considered “universal”: “the notion of shared vulnerability, the social and embedded nature of human existence, intelligence and creativity and the ability to transform oneself, others and the environment.”

These elements are at the basis of the concept of human dignity and support the claim against the functionalistic and exploitative approach to human resources management (HRM) that belongs to the mainstream perspectives to change and particularly M&A change management processes. As Pirson pointed out (ib.), there are subjective and objective dimensions of human dignity:

The subjective facets including self-esteem, autonomy and meaningful work, and respect; the objective factors including security, just reward, equality, voice and well-being. The most ­developed catalogue of human dignity elements has been developed by ­Nussbaum (1999) and include: (1) life, (2) bodily health, (3) bodily integrity, (4) the full engagement of senses, imagination and thought, (5) the ability to express emotions, (6) the ability to use practical reason, (7) the ability to affiliate with others, (8) being able to live with concern for and in relation to animals plants and the world of nature, (9) the ability to engage in play, and (10) the ability to exercise control over one’s environment: political and material.

On an epistemological ground, we may consider human dignity as a philosophical stance not easily operationalized and translated into empirical variables; however, this key concept forms the fundamental basis for the values scale that inspires the Humanistic Management perspective where values, according to Weber (1949), are the cardinal points of the social researcher. On a practical ground, the concept of human dignity helps to build up M&A models centered on the principles of sustainable workplace and people’s well-being.

Drawing on all these considerations, in the following we elaborate on the issue of cultural change and related internal communication adopting the lenses of a long-term, human-centered, and participatory approach to change management processes.

Internal Communication in Times of Change: Facing ­ Reidentification and Cocreation Challenges

Change in organizations results from environmental modifications and is concretely realized through processes such as reengineering, restructuring, downsizing, development of new products or services, or communication campaigns to change the corporate identity of the organization (Cheney et al. 2011). In this context, Lies (2012) stresses that (internal) change communication is the part of change management that focuses on the soft factors activated through the change of hard factors in an organization. Internal communication can be defined as “all formal and informal communication taking place internally at all levels of an organization” (Kalla 2005, p. 304). According to such an integrated and strategic perspective of internal communications, knowledge sharing is a central communication process and a key aspect for maintaining a competitive advantage and increasing employees’ feeling of security and motivation. A humanistic perspective adds to this view on communication by stressing in particular how internal communication can foster the creation of collaborative advantages, and support social relationships and employee well-being and dignity.

Internal communication is regarded as a key lever in the successful implementation of any change, as it is essential to announce the change and its effects, facilitate understanding of the commitment to change, as well as decrease employees’ confusion and resistance (Kitchen and Daly 2002; Daly, Teague and Kitchen 2003; Elving 2005). And as a matter of fact, change management failures often result from poor internal communication (Murdoch 1997; Gilsdorf 1998). Moreover, it is worth to notice that internal communication, regardless of the richness and the effectiveness of the strategies and the initiative implemented, is not independent from the kind of perspective adopted (more or less explicitly) by the organization and its managers. If human dignity is neglected and the role of values and care are not sufficiently accounted for and enacted in meaningful ways, then even the more creative, powerful, smart internal communication would fail in communicating effectively. This may occur because of the lack of consistency between the positive messages conveyed and the “poor” organizational context that is the recipient of such messages. Therefore, we could state that internal communication should also contribute to building up a better workplace (see Maimone 2010).

In light of this, how can internal communication facilitate a more participative, human-centered, and eventually effective approach to change? The previous section has highlighted the special role attributed to ­people and to organizational culture and values (Hofielen, Von Kimakowitz, and Pirson 2010) from a Humanistic Management perspective, and these same aspects appear to be central when it comes to managing and communicating change in organizations. Organizational culture is complex and multidimensional (Maimone and Mormino 2012). At its core there is a set of values that constitutes an organization’s identity and serves as a common orientation for every employee (Aust 2004; Cornelissen 2014). “When members of an organization identify with their workplace, they define themselves in terms of the organization; they internalize its mission, ideology, and values, and they adopt its customary ways of doing things” (Cheney et al. 2011, p. 114). Thus, organizational identification entails the appropriation of the organizational identity by employees (Cheney and Tompkins 1987). Internal communication may contribute to this process by placing focus on the social and human side of organizations and the soft factors needed for change, even though it is not the only factor involved. From a relational and humanistic perspective, organizational identity is a dynamic phenomenon open to frequent redefinition (Gioia, Schultz and Corley 2000) and emerges from the ­process of organizing (Tsoukas and Chia 2002).

Organizational changes, such as the M&A process, can motivate management to renew not only the structure, but also the corporate direction, values, and vision for the organization (McDonald and Gandz 1992; Hatch and Schultz 2001; Gioia et al. 2013). Such a shift can pose serious challenges to employees’ identification and sensemaking (Stuart 2002; Maitlis and Christianson 2014). It might lead change programs to fail (Senge et al. 1999; Chreim 2002) due to employee resistance and disengagement with the new situation, new corporate identity, and ways this change has been dealt and communicated.

Chreim (2002) points out that during major changes organizational members experience a shift in identification, which consists of the states if dis-identification with previous organizational attributes followed by re-identification with the new ones. In this context, communication-based strategies are essential to induce such a shift, as well as to establish confluence by maintaining some anchors to the past and therefore some continuity during change. Pondy (1978, p. 91) stresses that “language is a major tool of social influence” and thus plays a major role in change management processes. In a change context, employees may experience high levels of anxiety and ambiguity and look for clues in the surrounding environment to interpret the situation (Weick 1995). As Schweiger and DeNisi (1991, p. 110) put it, it is “uncertainty, rather than the changes themselves, that is so stressful for employees.”

Thus, internal communication can play a strategic role in expressing the desired change through the use of symbols such as corporate values, mission and vision statements (Cornelissen and Harris 2001; Aust 2004), facilitating the understanding of corporate narratives (Ravazzani and Mormino 2015), reducing uncertainty, and avoiding misalignment between what the organization and its management mean to communicate and what employees perceive (Mazzei and Ravazzani 2011) especially when a lack of communication would give rise to rumors and other informal communications (Schweiger and DeNisi 1991). Internal branding is one of the outcomes of effective internal communication and training (Thomson et al. 1999; Sharma and Kamalanabhan 2012), where a sense of identification, loyalty, and commitment among the employees are strengthened and brand-supporting behavior toward external stakeholders is facilitated.

On the other hand, employees engage in active interpretation and collective sensemaking (Hatch and Schultz 1997; Schultz, Hatch and Larsen 2000), rather than merely accepting and internalizing internal communication about change. Based on established organizational culture, work experience, and interactions with management, other employees or external stakeholders, organizational members might negotiate or even challenge corporate narratives (Czarniawska 1997; Wertsch 2012; Humphreys and Brown 2002), and therefore even well-planned and managed communication might end up failed (Mazzei and Ravazzani 2011).

Literature on change communication as a socially constructed process indicates cocreation as a way to assure the active involvement of employees and the participative construction of shared meaning around change (Valentini, Agerholm and Agerdal-Hjermind 2013). In other words, change here is not something that is merely decided and communicated by the management, but it is a phenomenon agreed upon with employees and occurring as a result of people communicating (Cheney et al. 2011, p. 330).

The role of social media, particularly, has been highlighted in that they allow for the strategic definition, participation in, and implementation of change, where employees “feel engaged and motivated to proactively share their thoughts, opinions, and ideas on strategic matters of interest to the organization’s goals” (Valentini, Agerholm and Agerdal-Hjermind 2013, p. 512). Cornelissen (2014) highlights that the new media landscape provides an organization with the opportunity to engage in conversations in a more open and dialogical manner; however, it is relevant to point out here that this multivocality (Huang, Baptista, and Galliers 2013) or polyphony (Johansen 2012) also challenges the organization in managing or controlling the desired messages.

In the following part of this chapter, we describe and analyze the case of a high-tech company with the aim to provide deeper understanding and empirical support for a sustainable, human-centered, and participatory approach to change management and communication.

The Post-M&A Change Processes

The case study focuses on the change management and communication processes implemented by an Italian company, a knowledge-intensive firm operating in the technological sector. The change reported is the acquisition by a foreign Multinational Business Group and the appointment of a new Chief Executive Officer (CEO).

In order to understand and evaluate the change process and its outcomes, the reported case study findings cover three years of study of this organizational reality, from 2012 to 2014. Two of the three authors of this chapter interviewed the CEO, the external and internal communication, and the HR development managers, and a few professionals working at the case company and actively participating in the change management project. In addition, internal documents, the digital products related to the project and published on the company Intranet, project reports, and other documents released by the communication department were collected and analyzed. Finally, desk research was also carried out to acquire relevant contextual information concerning the Italian conjuncture and the specific situation of the business sector in which the company operates.

In the following, we present the case organization and frame the ­general context in which it operates.

The Case of the High-Tech Company: Introducing the Organization and the Context of the Change Process

The knowledge-intensive and high-tech Italian company studied, employs about 8,000 people distributed across the headquarters and more than 60 offices in several Italian regions. The company is considered one of the top players in its market and has a strong brand identity and positive reputation. Further, we may affirm that this high-tech company is considered a successful business case ­history, thanks to its ability to conciliate high business performance, effective ­customer relationships, and environmental and social responsibility.

The ownership of the studied organization changed a few times in the last 20 years. In 2011, it was acquired by a foreign multinational business group. In spite of that, it maintained a significant level of autonomy in terms of industrial strategies and operations. And so, at the time of our study (2012–2014), the organization was owned by a foreign international business group but still managed by Italian managers. It was able to surf the waves of globalization, maintaining its identity and its peculiar approach to business and management.

On the other hand, the company had to face a critical debt situation, due to several reasons among which the financial costs of repeated acquisitions. The debt situation required an extraordinary effort, in terms of business performance and costs containment, and was particularly critical in the context of the global economic crisis. Furthermore, it is important that the business sector in which the company operates is very competitive and turbulent, and that at the time of the case study the entire sector of the high-tech company was facing a negative market ­conjuncture. So the company had to face a harsh trade-off: to adopt cost-­cutting and downsizing strategies, as many firms would have done, or to ask its managers and employees to win a desperate battle, to do better than competitors and outperform in times of economic crisis and negative market circumstances.

The top management, endorsed the second option and adopted a people-centered strategy, followed by an innovative change management approach. Even though it is very difficult to correlate business performance with the outcomes of the change management process, it is worthy to say that the business performance of the company, during and after the implementation of this change strategy, was considerably positive. The company was even able to increase its market share in some of its business segments.

At the time that this case study was carried out (2012–2014), the high-tech company had a horizontal organizational structure. Staff functions provided services to the entire organization, whereas operations were run by the business units. Besides, the company showed to be highly concerned with employee well-being and CSR and environmental sustainability policies, thus revealing its orientation toward being ­people-centered and socially responsible.

An In-Depth Analysis of the Change Project

When a new CEO was appointed, he was put in charge of the change management project following the acquisition of the company. As already pointed out, instead of adopting a cost-cutting strategy, the new CEO privileged a strategy focused on consolidating the competitive position of the firm, reinforcing customer relationships, and building a new corporate culture. The strategy started with an internal focus on employees and shared corporate identity and culture, before taking on processes and relationships with external clients. In its main objectives and form, this strategy already seems to embody the basic principles of a humanistic-based and sustainable approach to change management in which people, with their beliefs, values, experiences, and well-being, are put at the center.

According to the managers interviewed, the new CEO’s strategy was based on the awareness of the key characteristics and distinctive traits of the company and its human capital. The company needed to consolidate its own strategic positioning, in times of economic crisis, but the debts accumulated and the particular conditions of the Italian market limited the strategic options. Yet, the CEO decided to adopt a human-­centered strategy, based on the capacity of the company and its people to outperform.

In fact, the peculiar organizational culture and the excellent human capital of the company were an intangible asset. The repeated change of ownership eventually favored, paradoxically, the reinforcement of the shared core values focused on quality relationships, sense of belonging and professional commitment.

If the CEO wanted employees to outperform, he should engage people so they are committed to the execution of the new strategy. The change project, launched in 2012, was an integral part of this general strategy based on people’s engagement. The project aimed to facilitate the shared understanding and internalization of new corporate values, followed a partially bottom-up approach and relied on internal communication to a large extent.

The Launch of New Values Through a Three-Step Process

The project was launched by the new CEO and implemented by HRM and internal communication departments through a three-step process, visualized in Figure 7.1.

Figure 7.1 The change management process

The first phase of the project began with the building up of the new values of the company. The new CEO identified, in the first place, the core values. Afterward, a team of consultants hired by the HRM department conducted individual interviews with the CEO and direct collaborators in order to gather their needs and expectations and to agree upon the change management and communication approach to be followed.

In a second phase, the senior managers participated in a management meeting with the aim to collectively discuss the new values and map out the professional behaviors associated with each one of them. Thus, each value was split up into subvalues, corresponding to specific organizational behaviors. The active participation of the managers assured that the new values were not some kind of artificial product, as may often happen when the corporate values are chosen “around the table” by top managers and/or external consultants. According to the managers interviewed, the new values represented a sort of 2.0 version of the deep culture of the company, integrated by the new vision of the CEO. The new executive officer was a former manager of the company and, therefore, knew very well the existing organizational culture and past history. Thus, the CEO’s desiderata reflected, at least partially, the actual identity of the company. We might say that the new values were the result of the encounter between the future vision of the CEO and the deep roots of the organization, a sort of “return to the future.” The new values and associated behaviors were supposed to be the key to unlock the future of the company through actively engaging employees and their adherence to and enactment of such behaviors in daily work and relationships with customers. Digital innovation was one of the strategic foci of the company. According to the new CEO, innovation was not only a matter of technology, but something to be put at the center of people’s lives. The construction and diffusion of the new values were therefore considered key drivers of the new strategy and in particular of its digital orientation to improve people’s lives.

The third phase consisted in the diffusion and sharing of values and (consistent) professional behaviors through a series of interconnected activities, described in the next section. To accompany the change, the new values were also translated into and accompanied with new HRM subsystems: internal communication, training and education, performance appraisal.

The Central Role of Internal Communication and Digital Media

The change management project was designed in 2012 and implemented during 2013, in a time frame of about 12 months. As mentioned earlier, the main goals of the project were to promote involvement, participation, and sharing of the new values among all employees, breaking down resistance to change and promoting the acquisition of new behaviors aligned with these values. The project was sponsored by the new CEO and carried out and principally supported by the communication department and, in particular, by the internal communication (IC) team; moreover, it availed itself of the participation and collaboration of executives and managers belonging to other functions (especially the human resources department) and of the support of external consultants. The key role of process owner played by IC in the third phase of the project reveals the centrality of this function for internal management and consultancy on organizational strategic projects. This might be explained, from a historical and national perspective, by a general culture influenced by the Italian job market, which has been based on steady jobs for decades, and by the strong position and action of unions. Thus, IC generally plays the role of internal consultant and process owner, also when the communication initiatives directly involve the executive level.

The change project addressed all employees and consisted of different activities using not only more traditional tools (such as training and top-down communication from the management), but also digital media and web 2.0 communication tools aimed at deeper engagement. Besides, the project implementation was based on the involvement of a network of 60 internal supporters (out of the total 8,000 employees) selected by the human resources department to work as links or facilitators across different corporate offices and business units.

During the project, the internal supporters were asked to monitor the activities and the level of participation in the territory, through continuous dialogue and communication with the IC team; to facilitate sponsorship and create consensus on the project; and finally to collect information, experiences, and doubts locally, answering questions and giving help to colleagues. In order to support the work of internal supporters in their key facilitating role, dedicated initiatives were addressed to them: periodic meetings to facilitate community building and discuss project activities and results (more specifically, four collective meetings were carried out throughout 2013); and a dedicated area on the Intranet—including a blog—to encourage them to share information and best practices.

In terms of activities, the project consisted of activities directly connected to the new values: quick polls; communication initiatives; and learning activities. Most of the activities were carried out through the company Intranet. Specifically, dedicated social applications were created in order to allow participants to publish individual and team contributions (in the form of stories, photos, video, projects); moreover, employees were invited to read and vote for others’ contributions (in the form of “like”), and send them to colleagues (in the form of “share”).

In relation to the initiatives directly connected to the new values, each activity was explained to employees through multimedia guidelines describing the specific goals and tasks, illustrating how to participate and how to use tools and methods for creating personal contributions, and voting and sharing others. Communication, in fact, played a central role during the whole project. The IC team designed and carried out a specific communication plan dedicated to the project, with the objectives of making the sponsorship and commitment of the CEO and top managers explicit; promoting participation and involvement, also by illustrating timing, goals, and tasks of each activity; and eventually sharing the results of the project in progress and ex post.

The communication mix included face-to-face tools and virtual tools, traditional media, and innovative ones. Among them, logo and graphic concept of the project (applied to all the materials and documents), ­videos, posters, flyers, mail teaser campaign, gadgets, infographics, ­banners on the Intranet home page, events, meetings, and so on.

The learning and engagement activities were facilitated through a specific area of the Intranet providing employees with multimedia resources focused on behaviors aligned with the corporate values. The language of each different multimedia learning object was simple, synthetic, visual, friendly. The format used adopted a microlearning approach, including educational fictions and cartoons, games, interactive self-assessment activities, e-books, audio–video tutorials, illustrations. For example, some learning resources focused on the skill of “time management”: people were stimulated to acquire and reinforce their ability in managing priorities by watching and reflecting on an educational fiction showing professional situations and by interacting with mental training tools.

All through 2013, an intensive training program was implemented to support employees with the professional knowledge and skills required to enact the shared corporate values and related behaviors. All the initiatives were designed with strong adherence to the company’s new strategic direction and values, and carried out through blended and collaborative training methodologies, drawing for example on problem-based teaching, peer-to-peer discussions, games, and simulations.

The main figures related to the whole project evaluation reported a high and widespread level of involvement and participation among employees: about 20 percent of them actively took part in the project’s initiatives by publishing stories, videos, or photos, proposing improvement projects, and so on. The tracking of online activities, therefore, showed an elevated rate of participation and engagement of employees. From the perspective of the managers interviewed, there was a general positive perception of the change management and communication processes, and furthermore satisfactory evaluation of the project activities implemented.

Discussing the Case: Main Outcomes of Change Management and Communication Processes

In light of the previous case study description, some relevant questions for in-depth discussion and reflection emerge3:

1. What was the role played by the management, and particularly by the CEO of the company?
2. What was the role played by internal communication?
3. What are the main strengths and weaknesses of the post-M&A change management and communication process described in this case study?
4. What are the main factors that might have influenced the positive perception of managers toward the change project?
5. From a Humanistic Management perspective, do you think that the change project described was effective in balancing the urgency to change (in view of environmental turbulence and financial circumstances) and the need for inclusion and respect for employees?
6. What improvements would you suggest to the change management process described in this case study?

On the whole, despite the critical areas discussed earlier, the case study described in this chapter shows that it is possible to plan and implement a change management process in which business goals are combined with a strong orientation to shared corporate values and the valuing of people. In other words, the case incorporates the characteristics of a “humanistic-oriented” and value-based change management approach, realized in the context of a hyper-competitive and turbulent business ­sector and ­following a transnational acquisition adding financial challenges to the studied organization. The case analyzed also shows the validity of a complex approach to change management: We argue that change plans should start from the deep knowledge of the organization, in an effort to respect the culture and the identity of the company, and search for a harmonic interplay between guided and spontaneous change, for example, organizational evolutionary paths and emergent phenomena.

To conclude, in line with our conceptual framework, the case study proposed may empirically support the idea that a sustainable, human-­centered and participative approach to change management is made ­possible through a focus on people’s values, dignity, and social relations, and may eventually contribute to a positive change and performance of the company (also) in post-M&A processes. In addition, the case study illustrates how the adoption of ad hoc communication strategies and the use of corporate digital media may facilitate sensemaking and engagement through a bottom-up approach, more sensitive to people’s understandings and sensemaking, and thus contribute to the success of change management and communication processes.

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