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POST-MERGER MANAGEMENT
Value Creation in M&A
Integration Projects
Kirsten Meynerts-Stiller
Christoph Rohloff
Original German language edition:
Kirsten Meynerts-Stiller/Christoph Rohloff:
Post Merger Management. M&A-Integrationen erfolgreich
planen und gestalten. 1. Auflage 2015
(ISBN: 978-3-7910-3399-0) originally published by
Schäffer-Poeschel Verlag für Wirtschaft, Steuern und Recht
GmbH Stuttgart, Germany. Copyright © 2015.
United Kingdom – North America – Japan
India – Malaysia – China

Emerald Publishing Limited
Howard House, Wagon Lane, Bingley BD16 1WA, UK
First edition 2019
© Schäffer-Poeschel Verlag für Wirtschaft – Steuern – Recht GmbH
Published under exclusive licence by Emerald Publishing Limited.
Reprints and permissions service
Contact: permissions@emeraldinsight.com
No part of this book may be reproduced, stored in a retrieval system, transmitted in
any form or by any means electronic, mechanical, photocopying, recording or
otherwise without either the prior written permission of the publisher or a licence
permitting restricted copying issued in the UK by The Copyright Licensing Agency
and in the USA by The Copyright Clearance Center. Any opinions expressed in
the chapters are those of the authors. Whilst Emerald makes every effort to ensure
the quality and accuracy of its content, Emerald makes no representation implied
or otherwise, as to the chapters’ suitability and application and disclaims any
warranties, express or implied, to their use.
British Library Cataloguing in Publication Data
A catalogue record for this book is available from the British Library
ISBN: 978-1-83867-452-6 (Print)
ISBN: 978-1-83867-451-9 (Online)
ISBN: 978-1-83867-453-3 (Epub)

CONTENTS
List of Figures xiii
List of Tables xv
About the Authors xvii
Preface xix
PART I: INTRODUCTION
1. Mergers Are Back in Business 3
1.1 The Need to Improve Integration Competence 4
1.2 Terminology Shapes Reality 7
1.3 Every Merger Is Unique 8
1.4 A Focussed Perspective of Strategic Merger Integrations 8
1.5 Hard Facts Versus Soft Facts? 9
1.6 Our Vision 11
1.7 How Is the Book Structured? 11
PART II: THE WORLD IN M&A MODE
2. ‘M&A’ as a Global Market Phenomenon 17
2.1 The Ups and Downs of M&A Waves 18
2.2 Consolidation Phases by Industry 20
2.3 Professionalization of Transaction Competence 21
2.4 M&A, quo vadis? 23
3. Attempts at Explaining the M&A Adventure 25
3.1 ‘Deals from Hell’ 26
3.2 Two Key Factors in Failure 28
3.2.1 Realistic Assessment of the Resources Required 28

4. Merger Integration Competence 33
4.1 Project Management 34
4.2 Change Management 35
4.3 Strategic Competence 36
4.4 Leadership Competence 37
4.5 Integration Maturity Levels 37
5. Profile of an Integration Manager 39
5.1 Specialist Knowledge and Methodological
Competence 40
5.2 Soft Skills 41
5.3 Ability to Solve Conflicts 42
5.4 Defining Your Personal Preferences and Limits 43
PART III: FROM THE TRANSACTION TO INTEGRATION
6. What Goes on Prior to Implementation 47
6.1 Breakdown of Tasks in the Three-phase Model 48
6.2 Relevance of the Pre-merger Phase for Integration 49
6.3 Impact of the Transaction Phase on Integration 52
6.4 The Long Shadow Cast by Pricing 55
6.5 Continuity of Management Processes 57
7. Handing Over the Baton from the Transaction Team
to the Integration Team 61
8. From Signing to Closing 67
8.1 When Does a Time Gap Occur between Signing
and Closing? 68
8.2 Possible Courses of Action Prior to the Closing 70
9. Share Deal Versus Asset Deal 73
9.1 Impact on Integration 73
vi Contents

PART IV: DAY 1
10. Visible Signs of Integration Readiness 81
10.1 Day 1: Furthering Understanding and
Providing Direction 82
10.2 Day 1: Where the Transaction Ends and
Integration Begins 83
10.3 Day 1 in External Communication 84
10.4 Day 1 with the Focus on Employees and
Management Staff 85
10.5 Special Case: Long Delay between Signing and
Closing the Deal 89
10.6 Day 1 Procedure: ‘You Never Get a Second Chance
to Make a First Impression’ 92
10.7 Day 1 with the Focus on Customers and Suppliers 96
PART V: SUPERORDINATE INTEGRATION STRATEGY
11. Fields of Action in Strategic Integration Planning 103
11.1 Acquisition Goals in Integration Planning 104
11.2 Types of Merger 109
11.3 Organizational Amalgamation 111
11.3.1 Holding 112
11.3.2 Absorption 113
11.3.3 Symbiosis 115
11.3.4 Second-wave Integration 117
11.4 Viewing the Integration Process from a Market
Perspective 117
11.5 Synergies 119
11.6 Choosing the Right Business Model 122
11.7 Double-checking Mechanism: Feasibility 125
PART VI: MANAGEMENT OF THE UNCONTROLLABLE
12. Integration as a Project 129
12.1 Striking the Right Balance in the Integration Process 130
12.2 The Four-field Approach to Integration 132
Contents vii

13. How to Organize an Integration Project in an
Intelligent Way 135
13.1 Project Organization as a Temporary Management
Environment 137
13.2 The Organization of Business Functions in the
Integration Project 141
13.3 Dual Staffing of Positions: ‘Double Boxing’ 144
13.4 Keeping an Eye on Value Drivers 145
14. The Logic of Planning and Control 147
14.1 Special Challenges 148
14.1.1 Integration Projects Are Organizational
Projects 148
14.1.2 Complexity and Synchronism of Merger
Integration Tasks 149
14.1.3 Moving Targets 150
14.1.4 Increased Stress Levels Due to the
Many Unknowns 150
14.1.5 Setting and Implementing Goals via
Concurrent Processes 152
14.2 Planning Tools 153
15. Controlling Overall Success 157
15.1 Formulating Success Targets: When Are We
Successful? 159
15.2 Project Controlling Using the Integration Scorecard 161
15.3 Operational Project Controlling 162
16. Managing the Risks of Integration 165
16.1 Risk Culture 166
16.2 Formal Approach to Integration Risks 167
16.3 Classifying Integration Risks 169
16.4 Assessing Integration Risks 170
PART VII: CULTURAL MERGERS
17. Change Management in Merger Integration 175
17.1 Why Change Management? 175
viii Contents

17.2 Assisting Change in the Integration Process 178
17.3 Emotionalism Stemming from Organizational
Change 180
17.3.1 Empowerment 182
17.3.2 Communicating Purpose 183
17.3.3 The Energy Curve in Change
Processes 183
18. Cultural Integration 187
18.1 Cultural Development Phenomena 189
18.2 Cultural Development in Merger Integration 192
18.2.1 Corporate Culture as a Success Factor 193
18.2.2 Identifying Cultural Differences 195
18.2.3 Methodological Competence in Compiling
Cultural Profiles 197
18.3 Developing a Shared Culture in the Integration
Process 206
18.3.1 Developing Culture by Creating Vision 208
19. Leadership Development 211
19.1 The Importance of Leadership 211
19.2 Supporting Management Staff 213
19.2.1 Leadership Training 213
19.2.2 Coaching 216
19.2.3 Comprehensive Information Materials 216
19.2.4 Filling Positions in a Timely Manner 216
20. Strategy, Team and Divisional Development 219
20.1 Strategic Process Model 224
20.2 Team and Divisional Development 225
21. Feedback Loops 229
21.1 Getting Everyone to Participate 231
21.2 Handling the Project While Carrying On With ‘Business
as Usual’ 232
21.3 Generating Engagement 233
21.4 Tried-and-Tested Feedback Formats 234
21.4.1 Written Feedback Formats 234
21.4.2 Dialogue-based Approaches 236
Contents ix

22. Communication 239
22.1 Merger Communication Is More Than Just Newsletters
and Intranet 240
22.2 Developing a Communication Strategy 242
22.2.1 Analyzing the Status Quo 242
22.2.2 Communication Objectives 243
22.2.3 Measurability of the Impact of Merger
Communication 244
22.2.4 Identifying Stakeholders and Target Groups 244
22.2.5 Formats and Communication Channels for
Merger Integration 246
22.2.6 Dynamics and Orchestration of Merger
Communication 247
PART VIII: FUNCTIONAL INTEGRATION STRATEGIES
23. HR in the Integration Process 251
23.1 Specific Ways in Which HR Can Help 253
23.1.1 Onboarding of New Staff 253
23.1.2 Regulations Relating to the Transfer of Business 254
23.1.3 Reorganization of Departments and Teams 256
23.1.4 Staff Training Measures 257
23.1.5 Selection Processes for Positions 258
23.1.6 Retention Management 259
23.2 Merging of All HR Systems and Procedures 261
23.3 The HR Integration Process within the HR Division 263
23.4 Continuous Support for Merger-related Change Processes 264
24. IT Integration 267
24.1 Typical IT Synergy Potential and Decision-making
Preferences 268
24.2 Individual Stages in Achieving IT Integration 271
24.3 The IT Work Package in the Integration Project 274
24.3.1 Preparing the IT Team for the Tasks on Hand 275
24.3.2 Business Continuity and Preparing for Day 1 276
24.3.3 Checking and Taking Over Contracts 277
24.3.4 Ensuring Business Continuity for
Functional Units 278
24.3.5 Technical IT Migration 278
x Contents

25. Sales and Procurement 281
25.1 Sales Integration 281
25.1.1 Synergy Potential in the Field of Sales 283
25.1.2 Typical Risks Involved in Sales Integration 284
25.1.3 The Key Tasks Involved in Sales Integration 288
25.1.4 Best Practice: Initiating Customer Growth
during Merger Integration 293
25.2 Integration Focus for the Purchasing/Procurement
Department 295
References 299
Index 307
Contents xi

LIST OF FIGURES
Figure 1.1. Terminology Shapes Reality.. . . . . . . . . . . . . . . . . . . . . . . . . . 7
Figure 2.1. M&A Waves.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Figure 2.2. Degree of Concentration by Sectors. . . . . . . . . . . . . . . . . . . . . 21
Figure 4.1. Integration Excellence as a Meta-competence.. . . . . . . . . . . . . . 35
Figure 6.1. The Three Classic Merger Phases.. . . . . . . . . . . . . . . . . . . . . . 48
Figure 6.2. Central Tasks in the Merger Transaction and Integration Phase. . . . 49
Figure 6.3. Information: From Conscious Incompetence to Sub-conscious
Competence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Figure 6.4. How the Purchase Price of an Acquisition Is Calculated. . . . . . . . 56
Figure 6.5. Management Processes in the Merger Phases.. . . . . . . . . . . . . . 58
Figure 7.1. Transition from the Transaction Team to the Integration Team.. . . . . 63
Figure 8.1. Activities between Signing and Closing the Deal.. . . . . . . . . . . . 71
Figure 9.1. Escalation of Expenditure in the Case of Asset Deals and
Share Deals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Figure 10.1. Differences in Attention Curves. . . . . . . . . . . . . . . . . . . . . . . . 83
Figure 11.1. The Integration Diamond. . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Figure 11.2. Motives and Objectives behind M&A Activity. . . . . . . . . . . . . . . 107
Figure 11.3. Link between Acquisition Strategy and Depth of Integration. . . . . . 112
Figure 11.4. Fact-based, Customer-Orientated Approach. . . . . . . . . . . . . . . . 118
Figure 11.5. The Marketplace and the Customer as the Starting Point. . . . . . . . 118
Figure 11.6. Required Strengths and Capabilities. . . . . . . . . . . . . . . . . . . . . 120
Figure 12.1. Striking the Right Balance in the Integration Process. . . . . . . . . . . 131
Figure 12.2. The Four-field Approach to Integration.. . . . . . . . . . . . . . . . . . . 133
Figure 13.1. Project and Line Organization.. . . . . . . . . . . . . . . . . . . . . . . . 137
Figure 13.2. Staffing the Steering Level of Integration Projects. . . . . . . . . . . . . 140
Figure 13.3. Staffing the Project Organization from the Line Organization. . . . . 141
Figure 13.4. Important Fields of Activity in Integration Work. . . . . . . . . . . . . . 142

Figure 13.5. Value Drivers Model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Figure 15.1. Work Assignment Form for a Work Package (WP).. . . . . . . . . . . 163
Figure 17.1. The Change Curve.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
Figure 17.2. Parameters in Transformation Processes. . . . . . . . . . . . . . . . . . . 184
Figure 17.3. Eight-step Model of Change Success. . . . . . . . . . . . . . . . . . . . 185
Figure 17.4. Example of a Change Architecture. . . . . . . . . . . . . . . . . . . . . . 186
Figure 18.1. The Iceberg Model.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
Figure 18.2. Deep-seated Cultural Models. . . . . . . . . . . . . . . . . . . . . . . . . 199
Figure 18.3. Different Cultural Typology Models.. . . . . . . . . . . . . . . . . . . . . 201
Figure 18.4. Possible Results of Cultural Type Analysis. . . . . . . . . . . . . . . . . . 201
Figure 18.5. Results of a Cultural Analysis.. . . . . . . . . . . . . . . . . . . . . . . . . 204
Figure 19.1. Fields of Action for Providing Leadership Support in Integration
Processes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214
Figure 20.1. Early Orientation Through Strategic Development.. . . . . . . . . . . . 221
Figure 20.2. Mapping Out Joint Integration Goals. . . . . . . . . . . . . . . . . . . . 223
Figure 20.3. Strategic Development as a Driver of Merger Integration. . . . . . . . 225
Figure 20.4. Sample Overall Architecture Including Horizontal and Vertical
Formats. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226
Figure 21.1. Systemic Loop. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230
Figure 21.2. Survey Format Based on the Kotter Model. . . . . . . . . . . . . . . . . 236
Figure 21.3. Sounding Groups.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
Figure 22.1. Communication Aimed at Creating Reality. . . . . . . . . . . . . . . . . 241
Figure 23.1. HR in Integration Processes.. . . . . . . . . . . . . . . . . . . . . . . . . . 252
Figure 24.1. IT Integration Goals as a Function of the Business Case/Type
of Acquisition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 270
Figure 24.2. Decision Matrix for IT Integration Processes. . . . . . . . . . . . . . . . 279
Figure 25.1. Need for Improvement in Merger Competence – Broken Down
by Business Function. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282
Figure 25.2. Complementary and Overlapping Product Portfolios A and B.. . . . 291
Figure 25.3. Possible Stages Involved in an Integration Project. . . . . . . . . . . . 295
xiv List of Figures

LIST OF TABLES
Table 3.1. Relevant Studies on M&A Success Factors.. . . . . . . . . . . . . . . . . 27
Table 8.1. Merger Control. Pre-merger Controls and Transaction Bans—Duty
of Investigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Table 8.2. Review Periods for the German and European Cartel Offices. . . . . 70
Table 10.1. Checklist for Day 1 Preparations.. . . . . . . . . . . . . . . . . . . . . . . 90
Table 11.1. Drivers of Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Table 11.2. Differing Depths of Integration. . . . . . . . . . . . . . . . . . . . . . . . . 114
Table 16.1. Fundamental Post-merger Risk Categories. . . . . . . . . . . . . . . . . . 170
Table 16.2. Three-stage Approach to Assessing Risks and Deciding on
Measures to Be Taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
Table 16.3. Determining Net Risks.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
Table 17.1. Activities Aimed at Flattening Out and Shortening the Curve. . . . . . 182
Table 18.1. Different Categories of Artefacts. . . . . . . . . . . . . . . . . . . . . . . . 198
Table 18.2. Possible Cultural Differences (1). . . . . . . . . . . . . . . . . . . . . . . . 203
Table 18.3. Possible Cultural Differences (2). . . . . . . . . . . . . . . . . . . . . . . . 204
Table 21.1. Survey Formats. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235
Table 23.1. Merging HR Systems and Processes. . . . . . . . . . . . . . . . . . . . . 262

ABOUT THE AUTHORS
Kirsten Meynerts-Stiller founded Frankfurter Gruppe corporate development
in 1998. Since then, she has consulted and supported many corporations in
realizing demanding and complex change processes and post-merger inte-
grations. She works on strategic, structure and process levels in a systemic
combination with change dynamics and leadership issues.
Dr Christoph Rohloff entered business as managing director and business
developer in the printing machine industry. Since 2003, Christoph has
advised businesses on how to successfully realize complex change and
transition processes. His focus is on risk-based analyses, management systems
and post-merger integration excellence.

PREFACE
The idea behind the book
This book is intended for business integration managers. Its aim is to spread
enthusiasm for one of the most challenging areas of entrepreneurial activity –
the restructuring of two merged organizations to form a functioning, prof-
itable business.
Merger integration competence covers all aspects of strategic planning,
ranging from the management of complex organizational projects to the cul-
tural work involved in change management and leadership development. The
book offers practical answers to the many ‘how to’ questions relating to
implementation while also explaining the broader M&A context in which
integration projects are rooted, this being of crucial importance for assessing the
chances of realizing synergy potential as well as evaluating the integration risks.
Merger integrations are very special projects: they pose an enormous
challenge to the organization in general and the integration managers in
particular. Generally speaking, they are fraught with over-inflated expecta-
tions of making rapid synergy gains; moreover, they are laden with pitfalls
inherent to complex organizational change and charged with emotion as well
as being influenced by socio-psychological dynamics.
This complicated situation poses risks, and it is no surprise that many
merger integrations turn out to be botched jobs. It is not uncommon for
managers to lose sight of the more modest targets and run through the
integration process mechanically, without detecting the true nuggets among
the new strategic business opportunities.
Up until now, many companies, including an increasing number of
medium-sized businesses, have embarked on the ‘M&A adventure’ with
insufficient preparation, often lured by the high level of standardization and
the good consulting services available on the transaction side. From the
transaction managers’ perspective, M&A appears to be a professionally
handled and easily controllable management field.

But things look quite different on the integration side once the deal has been
closed: here, it is not uncommon for companies to rely solely on the relevant
business function expertise, without clearly defined project structures or any
in-depth experience of integration processes. The technical and cultural
mergers run side by side with only loose links between them. The cost of
integration is often underestimated, and insufficient resources are made avail-
able. Although corporations and ‘serial acquirers’ have an advantage over
‘occasional buyers’ as far as the standardization of integration processes and
project structuring are concerned, integration management is still not yet fully
professionalized in many corporations. Occasionally, this process is taken one
step too far. Excessive standardization and process orientation leaves little
scope for tailoring the integration project to the individual situation.
This is what inspired us to provide business integration managers with a
kind of instruction manual containing the basic essentials for the successful
organization of merger integration projects.
The know-how available with regard to post-merger management is
currently still diffuse. Although there is now a good deal of literature,
including a few standard works, on the M&A phenomenon in general,1
post-merger management focussing on successful integration work and all its
organization-specific facets is not the central theme. Merger integration also
lags way behind transaction-related M&A subject matter as a further training
and seminar topic in university and executive education. Increasingly, how-
ever, international conferences are being devoted to this subject,2
and, e.g.
within the German Federal M&A Association (Deutscher Bundesverband
M&A) there are expert groups specializing in merger integration work.
Individual case studies on particular aspects of integration3
, e.g. the study
of the merger between Daimler and Chrysler or between Dresdner Bank and
1
Müller-Stewens, Kunisch and Binder (2010), Jansen (2008) and Lucks
(2013). An example from the English-speaking world: Davis (2012),
Whitaker (2012), Galpin and Herndon (2007) and Lajoux (1997).
2
Example: The Thought Leader Global Integration Conference held annually
in Amsterdam since 2011.
3
Example for the logistics industry: Bachmann (2008); for public bodies:
Sommerrock (2009); for the IT industry: Popp (2013). Examples from
literature illustrating individual aspects of integration for the field of HR:
Scharfenkamp et al. (2002), Jaeger (2001), Geschwill (2000) and in greater
detail: Krusche (2010); example for integration controlling: Bauch (2004);
example for cultural due diligence Strähle (2004) and PMI cultural work:
Palm (2012).
xx Preface

Commerzbank, are of special interest, as they provide valuable insights into
the challenges posed by large-scale integration projects.4
Empirical analyses,
often carried out by the big consulting firms, are frequently limited to
assessing deal performance and identifying the key factors in success or
failure. The risk study by Gerds/Schewe goes one step further, using its
findings to compile practical tips on how to organize due diligence with a
view to making merger integration as successful as possible (Gerds & Schewe,
2009).
It is nevertheless important to note that every merger is unique. As inte-
gration consultants and authors of this practice-based manual, we are hence
unable to provide a universal guide to all conceivable integration constella-
tions. Based on our own observations and those of our fellow consultants as
well as an analysis of the existing literature, it is, however, possible to identify
certain factors in the planning, organization and methodology that have
greater bearing than others on the success of merger integration projects.
In this book, we aim to pool the merger integration know-how already
available, close at least the most important gaps in the skill and knowledge
base, demonstrate how integration can succeed, and provide a candid over-
view of everything that needs to be done. The challenge of the book format
lies in having to depict the synchronicity and interdependence of numerous
events and activities in a sequential manner.
The increasing company demand on the consultancy market for profes-
sionalization in post-merger management stems from the pressure to minimize
the risk of failure in implementing mergers in the light of increasing trans-
action frequency. This phenomenon is comparable to the process that has
led to change management being viewed in a different way and gaining
widespread acceptance as an essential component and success factor in
organizational and change projects. Back in the 1980s and 1990s, companies
faced massive internal pressure for change in order to improve the efficiency
potential of their own organizational structures, processes and IT systems. It
was only by professionalizing internal change processes within the framework
of change management, which has since become a generally recognized
practice, that companies were able to achieve this efficiency internally.
4
For the merger between Allianz and Dresdner Bank, see Große Peclum,
Krebber and Lips (2012); for the merger between Daimler and Chrysler, see
Grube and Töpfer (2002).
Preface xxi

Professional post-merger management competence is following this trend on
account of the increasing necessity to achieve and maintain significant synergy
effects in merging organizations.
This book is aimed at a wide range of target groups within businesses:
• Project managers: Leading project managers and integration managers are
generally nominated on the basis of their specialist role. Alternatively,
experienced organizational project managers are made available by the
key departments, such as HR or Organization Development. Many cor-
porations pool all their integration experience in central PMI communities
and specialist departments. These experts are often consulted for support
and advice with the operative implementation of the integration at local
level.
• Project participants: Responsibility for the implementation of a sub-
project lies mainly in the hands of specialist staff and executives from
middle management. For many, a forthcoming merger means extra pres-
sure on top of their normal workload, often with little practical integration
experience.
• Decision-makers responsible for mergers: The top-level management
staff and the head of department responsible for the deal in question
generally have experience in handling transactions and have already
assisted with or been in charge of a number of acquisitions. In their case,
an in-depth understanding of integration dynamics and how to shape
them can provide valuable information for the transaction phase; in
particular, it facilitates a realistic assessment of the volume of resources
needed for integration (and requiring costing), as well as raising
awareness of the need for management staff to stay focussed on the
integration project over its entire duration – generally a matter of several
years.
Our readers will have to grapple with some quite challenging perspectives.
The increasing complexities of organizational reality cannot be blocked out
or trivialized, system theory approaches can facilitate a better understanding
of the dynamics involved and greater proficiency in managing permanent
conflicts of interest when conducting merger integration can help to put
minds at rest.
xxii Preface

At the same time, this book serves the very pragmatic purpose of providing
concrete tools that have already proved their worth over the course of
numerous integration processes.
We would like to thank all those who have taken part in our merger
integration seminars as well as our consulting project contacts, who have
assisted us in enhancing and perfecting many of the approaches discussed
here. Our thanks also go to Christoph Stiller for his help in compiling the
manuscript and charts.
Kirsten Meynerts-Stiller, Christoph Rohloff
Neu-Isenburg, April 2019
Preface xxiii

1
MERGERS ARE BACK IN BUSINESS
The buying and selling of companies or parts of companies as a strategic
option has become mainstream business practice. But do companies have the
necessary skills for the job?
Globalization and the associated speed with which companies nowadays
expand their business activities, adapting them to new markets and com-
petitors and strategically reorganizing their business fields at an ever-
increasing pace, makes the prospect of achieving these adjustment processes
solely via organic growth appear very ambitious, if not impossible.
In many cases, the adjustment processes necessitated by increasingly vol-
atile market conditions can only be realized by purchasing or relinquishing
business shares or certain business divisions – be it for the purpose of tapping
into new regional markets, achieving an appropriate size for the business field,
developing an important skill base within a reasonable time frame, or for one
of numerous other reasons precluding a lengthy organic growth process.
This applies, in particular, to companies in industrial countries, where
organizational growth is inadequate to generate the sales dynamic and
investment confidence required in the face of competition from the up-and-
coming business giants in the emerging countries (Lucks, 2013, p. 3ff).
In recent years, there has also been a significant increase in cross-border
transactions on the part of Chinese investors, who are keeping a particularly
keen eye on Germany’s medium-sized business landscape while cultivating
their traditional links with Great Britain via Hong Kong (M&A China/
Deutschland, 2014).
In the North American markets, there is a long tradition of mergers. Major
merger and acquisition waves started to be seen as long ago as the nineteenth
3

century, and back in the 1970s M&A volumes reached significant levels
(Müller-Stewens, Kunisch, & Binder, 2010). Consequently, the topic
acquired disproportionate importance for the general public. In the early
1990s, over 45% of the working population in the United States was
personally affected by mergers and had gained first-hand experience of them
in the course of their working lives (Jansen, 2000c).
In Europe, a number of large-scale acquisitions spring to mind, such as
Thyssen/Krupp or Mannesmann/Vodafone, but up until the turn of the mil-
lennium, acquiring businesses was not part of standard corporate culture.
The very term ‘takeover’ met with hostility in public discourse, and negative
intentions were ascribed to acquiring companies.
Around the turn of the millennium, this perspective changed both in
Europe and elsewhere. The number of mergers and acquisitions (M&A)
increased significantly; this trend was backed by the level of liquidity avail-
able at the time, and despite a number of crises in the period between 2000
and 2007, the total volumes continued to increase. In many cases, however,
mega mergers were responsible for driving up the figures. In Central Europe,
names that spring to mind are Daimler/Chrysler, Dresdner Bank/Allianz, VW/
Porsche, Commerzbank/Dresdner Bank or Deutsche Bank/Postbank. Admit-
tedly, some of these merged entities have already been and gone, while others
are talking of splitting up again, as in the case of Deutsche Bank and Post-
bank in the spring of 2015.1
1.1 THE NEED TO IMPROVE INTEGRATION COMPETENCE
Since that time, it is not just the mega mergers that have been dominating the
market and the headlines, but numerous relatively average ‘purchases’
involving companies of all sizes. The purchase of companies, business divi-
sions or start-ups has come to be regarded as a natural strategic option, not
just for corporations, but for medium-sized businesses as well, and is hence a
frequently used instrument (Lucks, 2013, p. 14). This trend is being backed
by the availability of liquidity coupled with new forms of financing in mature
capital markets.
1
Cf. press release from the Deutsche Bank dated 27 April 2015.
4 Post-merger Management

Since back in the 1990s, the transaction side of the market, i.e. the side
concerned purely with the purchasing process, has undergone considerable
professionalization. The big consulting firms have established their own
M&A departments, banks have started to play a key role in this
‘multimillion-dollar game’, large law firms have become important players in
business acquisitions and even national and international legislation and case
law has attempted to master the huge complexity of the valuation procedures
along with the contractual arrangements and the risks associated with busi-
ness acquisitions.
This know-how is now readily available on the market for purchase,
although many large- and medium-sized companies have long since compiled
their own resources on the subject.
This is the positive news. However, the value of an acquisition is not
generated on conclusion of the purchasing process. With the exception of a
few rare cases where the focus is on accounting issues such as losses carried
forward, the targeted value of a business acquisition is not generated until the
subsequent integration and implementation phase has been completed. Irre-
spective of how deep or broad the integration needs to be in order to achieve
the aims of the acquisition, the mere capacity to carry out integration in a
professional manner is the decisive factor.
And now for the less positive news. Mergers can turn companies into
extremely fragile entities and lead them into very volatile times. They pose the
biggest entrepreneurial and organizational challenge for businesses and have
a major impact on corporate reality. Nowhere else is the destruction of value
so great than in the case of failed mergers, and numerous studies have shown
that more than 50% of all mergers fail to achieve their original objectives (see
Section 3.1).
This failure is not just due to weak strategic decision-making, but mainly
to a poorly organized integration phase on conclusion of the purchase
agreement. The capacity to make a success of the post-merger phase differs
considerably from one business to the next.
The integration capability spectrum is reflected in how companies view
themselves and in their structural prerequisites for post-merger integration. It
ranges from businesses that see ‘the careful integration of new staff in the
company’ as being their core skill to companies that have established clear
structures and processes. The latter would say of themselves: ‘For handling
integration processes, we have our own methodology and highly qualified
Mergers Are Back in Business 5

managers and staff, who are experienced in merger activities’. Further along
the spectrum, there are companies that consider the merger to be over and
done with on conclusion of the purchasing negotiations and live by the
motto: ‘Get on with it, but don’t spend too much time or money’.
The ability to make a realistic assessment of the costs involved in inte-
gration is a core M&A skill and a clear competitive advantage: companies
capable of purchasing other companies and integrating them in a professional
manner grow faster than companies with purely organic growth.
It is fair to say, however, that merger integration competence is not
something that can be acquired within a short space of time. Firms that are
already well on the way to acquiring a certain degree of integration compe-
tence are all too well aware of this. In most cases, the decision to improve
capability in this field and go to the trouble of learning new skills stems from
the painful failure of previous acquisitions. Organizational learning curves of
this kind resemble exponential functions; they make the distinction from the
competition increase disproportionately over time and are hard to replicate.
Coping with all this simultaneously is undoubtedly the biggest challenge
facing managers in their day-to-day work and is described in more detail in
Chapter 4 as ‘merger management competence’.
Organizational integration competence is only available to a limited extent
on the external consulting market. External service offerers extend the
‘workbench’ so to speak by assuming responsibility for a wide range of sub-
tasks, notably in the field of IT or on behalf of the Project Management
Office. However, a shortage of internal competence can only be substituted
by external competence within limits.
Integration processes are massive interventions in corporate reality. They
call for project management skills that can be deployed quickly and for socio-
psychological realities to be handled properly; they often put a strain on the
capacity of the entire organization while also leading to a high level of
insecurity and distrust among staff employed with both the target company
and the acquiring company.
External consulting support can help in providing experience-based
knowledge and implementation tools. However, external support can only
be genuinely effective if the expertise provided is accompanied by a readiness
on the part of the company itself to implement the integration process with
due diligence. Ideally, therefore, external consulting should only play a sup-
portive rather than a steering role in integrations.

1.2 TERMINOLOGY SHAPES REALITY
Interestingly, the perspective from which the merger process is viewed is
reﬂected in the terminology. All the public interest and attention, including
that of the management, is focussed on the transaction phase, the conclusion
of which is termed the ‘closing’. In many companies, perception of what is
really important follows the same approach. Where this is the case, the
closing elicits a big ‘sigh of relief’ that the feat has been accomplished and the
merger closed. The company promptly turns its attention to other operative
issues, freeing up the resources that have been tied up in the transaction team
and allowing the employees involved to resume their day-to-day duties.
Nothing could be more fraught with risk than this kind of approach.
The major challenge for the organization is not encountered until after the
closing, during the implementation phase. It generally ties up more
manpower and resources than planned for in the pre-merger phase. This
massive feat is often given too little thought despite jeopardizing the com-
pany’s very survival. And the clock is ticking. Unlike other internal reorga-
nization processes, which can usually be scheduled for a favourable point in
time by the management, the closing represents the ‘starting shot’. The
integration phase has to get underway now, with no chance of postponement.
Therefore, the ‘closing’ is actually an ‘opening’ into the decisive phase for
achieving the ambitious merger goals (Fig. 1.1).
The same applies to the term ‘integration’. This choice of language sig-
nalizes an approach that can prove a hindrance in the ‘growing together
Fig. 1.1: Terminology Shapes Reality.
Merger Phase
Post-merger/
Integration Phase
Post-merger/
Integration Phase
Merger Phase
Pre-merger Phase
Pre-merger Phase
The Closing of a deal is not an invitation to rest or an end in itself, …
… but the kick off for the actual race!
'Closing'
'Opening'

phase’. Integration is often associated with incorporating something new in
something that already exists. One part integrates while the other stays the
same. This perspective can prove explosive and generate a dynamic of its own
that is difficult to control. Moreover, it does not usually reflect reality. In
order to grow together in changed organization processes and structures,
both sides need to adapt. Consequently, this book often uses the words
‘implementation’ or ‘implementation phase’, while not completely discarding
the commonly used term ‘integration’.
1.3 EVERY MERGER IS UNIQUE
Mergers differ in terms of their objectives, the scale of the target company, the
integration strategies, the maturity of the merging businesses, their existing
procedures and many other aspects. This makes every integration phase all
the more unique. In time, however, typical patterns emerge for individual
companies owing to the fact that, within any one entity, similar goals, inte-
gration strategies, project approaches and many other standard procedures
are pursued in the course of acquisition and integration activities.
A ‘playbook’ setting out a de facto standard for future merger integration
projects based on previous experience of integration processes can provide
answers to around 80% of all questions relevant to the integration approach. As
a result, such companies will be left with far more time to attend to the remaining
20% of decisions, which need to be taken with a great deal of care and thought.
It is hence a matter of striking the right balance between establishing a
standard integration procedure in order to take pressure off the system and
avoiding the pitfall of over-standardization that ignores the system’s ability to
adapt to the specifics of any given situation and prevents clarification of
important issues.
1.4 A FOCUSSED PERSPECTIVE OF STRATEGIC
MERGER INTEGRATIONS
This book aims to assist integration managers in recognizing the full spectrum
of the challenges they face, thus enabling them to prepare themselves properly

in the run-up to a merger and gain a thorough insight into the factors relevant
for success by dedicating sufficient time and attention to the topic over the
course of the integration process. It also provides a basis for developing or
further developing the merger methodology to be applied throughout the
company, otherwise known as the playbook.
In this book, we will be focussing solely on strategic M&A. Strategic
mergers always pose the challenge that, in order to succeed, i.e. achieve
the objectives pursued via the acquisition, parts of both companies have
to create something new by means of successful collaboration. It is
hence a matter of creating a new entity – able to operate on the market in
a well-coordinated and successful manner – from two very different
organizations.
Purely financial mergers, such as company takeovers on the part of
financial investors, private equity firms or similar entities, are not the subject
of our focus. Generally speaking, companies such as these also face major
challenges, as reorganization and efficiency enhancement programs often
call for major internal changes. However, the nature of the changes differs
from those involved in a strategic merger, where people coming from
different business realities have to plan a joint corporate future in a targeted
manner and with as little conflict as possible. This does not automatically
mean that the companies have to amalgamate with each other 100%, but
the differences should not have a negative impact on cooperation within the
business.
Strategic mergers are only successful if they result in frictionless, stress-free
cooperation with a view to achieving targets.
1.5 HARD FACTS VERSUS SOFT FACTS?
In the case of all strategic mergers, the integration processes involve a tech-
nical and a cultural component, which cannot always be clearly differenti-
ated. To draw a clear-cut line between a technical merger and what is
frequently referred to as a ‘cultural’ merger would be to make an artificial
differentiation in the dynamic integration reality. Both aspects of integration
run concurrently and have to be dealt with at the same time. Both require an
in-depth basic knowledge, a sound understanding of the subject matter and
proper handling of the needs of the parties involved.

In this book, we aim to present an integral approach to merger manage-
ment – one that does not distinguish between so-called ‘soft facts’ and ‘hard
facts’ but provides an overall view of all aspects of merger management that
have to be dealt with by integration managers if the merger is to succeed. To
continue the metaphor, ‘soft facts’, if ignored in everyday business, can
rapidly turn into ‘hard facts’ and pose huge stumbling blocks that not only
put the brakes on integration processes. Similarly, ‘hard facts’ can become
‘soft’ and less resilient faster than most companies would like. By way of
example, ‘hard’ sales targets included in the M&A business case soon
dwindle to nothing if the sales forces from the target company lack
motivation.
This book on the subject of post-merger management focusses predom-
inantly on the implementation phase. It is nevertheless sometimes necessary
to look back at the transaction phase and the decisions taken during that
time. Integration managers require a broad knowledge in order to make an
accurate appraisal of the tasks carried out and the decisions taken during
the transaction phase and their impact on the success of the integration
process.
In practice, it is just as difﬁcult to make a clear distinction between
transaction and integration activities as it is to separate ‘soft facts’ from
‘hard facts’. The most important activities involved in a merger form
continuous strands that are relevant for both the transaction phase and the
integration phase. In particular, this applies to the strands of work dealing
with strategy, communication, process and structure-related issues, and
cultural considerations as well as leadership and management during the
entire process.
The success of a merger is therefore dependent upon both phases being
professionally organized; the transition phase being carefully planned and
the responsibilities, knowledge and activities of the players involved being
properly coordinated in both phases, but with a different focus in each
case.
Later in the book, the term ‘mergers and acquisitions’, M&A for short, is
used to refer to all the various legal forms that company mergers can take. As
this book focusses on the implementation phase, the emphasis is mainly on
how to achieve convergence and secure future business success, as opposed to
deﬁning mergers, consolidations, acquisitions or amalgamations in purely
legal terms.

1.6 OUR VISION
As can be seen from the ever-increasing number of transactions, M&A as a
strategic option is the decisive lever for future growth and innovative capa-
bility, both in medium-sized companies and in the world of corporations.
We hope this book will reinforce the optimism that merger integrations
can be successful on a sustainable basis. Ultimately, it is all a question of:
• future-orientated, holistic planning,
• strategic intelligence with respect to reconfiguring business models and
processes as well as project and change tools and
• having the corresponding entrepreneurial foresight to give adequate
attention to merger integrations and make sufficient resources and
capacity available.
In order for this vision to become reality, every company needs its own
integration experts and communities for the intelligent exchange of knowl-
edge about the success factors involved in merger integrations. Ideally, such
expertise should be created prior to pending transactions. It cannot be
acquired by purchasing external consulting services. To the contrary, the
effectiveness of external integration consulting services increases the more
they are able to interact with competent internal integration experts and the
corresponding structures and attitudes, such as a project culture that is lived
out in the company, adequate leadership skills and positive experiences of
change.
It follows that, despite the existence of market opportunities, strategic
planning and financing, not every company should actually engage in a
transaction if there is a serious risk of failure on the integration side. Genuine,
sustainable transaction capability is based upon adequate integration matu-
rity and integration competence.
1.7 HOW IS THE BOOK STRUCTURED?
The authors of a book on post-merger management are faced with the
challenge of having to divide up overlapping, concurrent and interdependent

phenomena and activities into individual chapters that follow on from each
other. However, the complexity of a merger integration cannot actually be
described in a linear or sequential manner.
We have arranged the focus topics of this book from strategic manoeu-
vering in response to market dynamics (Part II) to the integration phase model
(Part III) and Day 1, which represents a critically important turning point in
any merger project (Part IV). Following on from this, the book deals with the
management and practice fields of professional merger integration. These
include the timely development of an integration strategy (Part V), merger
management as an organizational project (Part VI), a focus on the cultural
communication aspects of change management in merger projects (Part VII)
and finally a review of functional integration strategies for HR, IT and sales
as well as procurement (Part VIII).
The chapters include numerous cross-references enabling the reader to find
more detailed information about certain aspects on other pages of the book
as well as pointing to interrelationships and interdependencies. This is, after
all, one of the key skills needed by integration managers: the ability to keep a
careful eye on concurrent socio-dynamic processes.
Part II, entitled ‘The world in M&A mode’, which follows on from this
introduction, broadens the perspective to reveal what is happening on the
global transaction markets. It shows the macroeconomic trends and their
significance for the professionalization of the M&A market. At the same
time, this chapter deals with the fundamental factors determining the success
or failure of M&A ventures; it focusses on the challenge of how to build the
necessary internal M&A integration competence and what it should include,
not forgetting the qualities required of the integration manager himself.
Part III, under the heading ‘From the transaction to integration’, focusses
on the chronological phases of the merger process from the transaction to
integration. Right from the start, i.e. in the phase of strategic initiation and
formal due diligence, every transaction should be viewed ‘from its end
point’; this means considering the integration capabilities already in exis-
tence or still required, the foreseeable cost of integration and the risks
associated with every integration process. Depending on the deal type –
asset deal or share deal – an important ‘road map’ for the organization of
the subsequent integration process emerges at an early stage; the course to
be taken needs to be planned, as does the latency period that commonly
occurs between the signing and the closing. As the transaction and the

integration process are usually steered by different teams, the handover of
the baton is of special importance for good phase organization. Therefore,
this chapter includes various handover models, showing their advantages
and disadvantages.
‘Day 1’ has been dedicated a section of its own – Part IV. On Day 1 it
becomes apparent whether the integration preparations carried out to date
have been adequate and whether the shift in mindset from the ‘hunter’ logic
of the deal-making phase to the ‘gardener’ logic focussed on cautious but
robust integration is likely to succeed. For the staff employed with the target
company, Day 1 is often charged with emotion. Consequently, integration
teams need to be well versed and able to communicate the bigger picture as
well as offering concrete help and guidance with the many speciﬁc questions,
such as ‘What’s going to happen now?’
Part V, which deals with the superordinate integration strategy, bears the
subtitle ‘Think before you act’. This means ensuring that the overall situation
is clariﬁed before the momentum of merger events, which occur in fast suc-
cession and independently of each other, makes careful planning no longer
possible. The integration project can only be truly successful if the acquisition
goals, the synergy potential and the way in which they are to be achieved are
properly considered, scrutinized and understood from a market perspective in
a plausible business modelling process. The degree of clarity in the formu-
lation of the superordinate integration strategy largely determines the quality
and orientation of the individual measures to be taken in the forthcoming
integration process.
Part VI, headed ‘Management of the uncontrollable’, deals with the
paradox that although integration, just like other complex organizational
projects, could follow a quasi-mechanical path, in which results can be
planned and controlled, in reality it generally mimics the self-dynamics of the
integrating organizations that are not controllable via rules of conduct. On
the one hand, there is undoubtedly a need for project-based planning and
organization in the integration process. On the other hand, it is only by
continually incorporating feedback from the system in the ever-changing
planning concept for future measures that truly sustainable change can be
brought about in the system as a whole. In addition to describing the plan-
ning and control logics of complex, dynamic organizational projects, this
chapter provides an insight into overall success monitoring and effective risk
management for merger integrations.

One of the factors frequently cited as determining the success of integra-
tions is ‘culture and communication’. Part VII deals with issues relating to the
‘cultural merger’ component and develops strategies and approaches for
working with formats taken from the field of classic change management as
well as leadership development formats, which provide the main impetus and
context for constructive cultural development within the organization. The
main focus is on illustrating practical formats and organizational options. In
classic M&A manuals, this aspect is generally only touched upon briefly,
despite being regularly cited as playing an important role in successful inte-
gration. Like other manuals, this book focussing on merger integration is not
devoted solely to cultural and communication work either. We too consider
leadership and cultural change to be just one aspect of merger integration
work, the other two being strategic and project competence.
Finally, in Part VIII, ‘functional integration strategies’ are outlined and
discussed based on examples from the fields of HR, sales and procurement,
and IT. The functional integration strategies remain generic in nature and are
only cited here by way of example; this is because they vary from one merger
to the next and have to be reconfigured in order to take specific account of
external market conditions and the situation of customers and suppliers as
well as internal skills, resources and systems. In integration processes, how-
ever, special attention is often given to the fields selected here along with
other departments such as logistics and production, either due to high
expectations of sales making significant synergy gains or of HR and IT acting
as important internal drivers of efficient merger implementation.

PART II
THE WORLD IN M&A MODE
Waves, success factors and merger integration competence

2
‘M&A’ AS A GLOBAL MARKET
PHENOMENON
Integration managers seeking to gain a better understanding of their
own company’s merger activities may find it helpful to take a look at
what is happening beyond the organization and industry in question
on the regional and global M&A markets. Even though the moti-
vation behind every individual transaction is to take advantage of an
opportunity at a given point in time, the following overview of the
M&A market as a whole demonstrates that businesses also follow
certain superordinate market trends as far as their buying and selling
activities are concerned.
Company takeovers have been taking place throughout history. Even in the
pre-industrial era, for example, craft enterprises were amalgamated in the
course of strategic marriages and bankruptcies with a view to gaining market
power. These changes were generally only of limited regional significance. In
the banking and trading sector, on the other hand, takeovers by competitors
have also played a role in the rise and fall of important supra-regional
companies since as long ago as the Hanseatic period and the Italian city-
state era.
Statistically speaking, there has been a significant increase in the phe-
nomenon of company mergers since the end of the nineteenth century, above
all in the United States. Interestingly, antitrust legislation has been in place in
the United States since the end of the nineteenth century (1890 Sherman
Antitrust Act), whereas in Germany, for example, the formation of cartels did
not become subject to legislative controls until the 1950s (Müller-Stewens,
Kunisch, & Binder, 2010, p. 18ff).
17

There has never been a continuous stream of stable or ever-increasing
takeover activity; on the contrary, when viewed from a historical perspective,
activity falls off periodically and moves in waves. Irrespective of the motives
of individual businesses, it is possible to identify characteristic waves that
have been set in motion by fundamental changes to the markets or regulatory
controls and have thus led to new structures in the industries and markets.
The wave movements shown in Fig. 2.1 reflecting the situation in the
United States can also be observed at delayed intervals in Europe as from
1985. With increasing globalization and the corresponding lifting of national
economic borders, the intervals between trends headed by the United States
and replicate trends in Europe are becoming progressively shorter.
In all these waves, reciprocal effects can be seen between the real economy
and the financial markets; such effects are accompanied or triggered by
government actions such as the deregulation of certain industries, the opening
up of economic areas or, conversely, legislation restricting takeovers.
2.1 THE UPS AND DOWNS OF M&A WAVES
The first two waves, which occurred in the early twentieth century
when industrialization was starting to take hold, were primarily linked to
Fig. 2.1: M&A Waves.
Source: Based on Müller-Stewens et al. (2010, p. 18), complemented by own
depiction.
1895 00 05 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
time
0
2000
4000
6000
8000
10000
12000
14000
97-99
(1)
Monopoles
by horizontal
industria-
lization
(2)
Verticalization
via antitrust
regulation
(3)
Conglomeratation via
diversification
(4)
Merger mania
liberalization
and deregulation
(5) Mega-merger
globalization and consolidation
liberalization and deregulation,
shareholder value
Internet ("click and mortar")
(6)
private
equity
focussing
globalization
market leadership
shareholder
activism
16-29
63-69 82-87
91-00
03-06
11.750 trans.
1483 bn. US-$ Vol.
126 m. US-$/trans.
8.232 trans.
530 bn. US-$
64 m. US-$/trans.
11.123 trans.
1268 bn. US-$
114 m. US-$/trans.
9.945 trans.
890 bn. US-$
No.
of
transactions
involving
US
companies
11.930 trans.
1409 bn. US-$ Vol.
118 m. US-$/trans.

market-relevant factors such as scale and competitive advantage. The stock
market crash at the end of the 1920s was followed by more than 30 years of
extremely limited takeover activity up until the third M&A wave. In the mid-
1960s, there was a new-found drive among companies to achieve greater
economic stability by branching out into other fields of business. On the one
hand, this reflected the diversification theory popular at the time (Müller-
Stewens et al., 2010, p. 20). However, it was also a response to the tightening
of antitrust legislation, which restricted horizontal mergers, i.e. the acquisi-
tion of upstream and downstream companies in the value-added chain.
The fourth wave that started in the early 1980s provided a dramatic
backdrop for numerous movies such as Wall Street starring Michael Douglas
or Pretty Woman with Julia Roberts and Richard Gere. This takeover hype
was triggered partly by government-imposed deregulation legislation and
partly by the fact that many businesses were undervalued on the stock
exchanges. This led to companies being bought up by financial investors, only
to be broken up again for the most part in order to release hidden reserves.
The tax concessions that commonly apply in America to borrowed capital
as opposed to equity, with the effect that company value rises as the amount
of borrowed capital increases. This resulted in the takeover hype developing a
dynamic of its own with the help of new financial instruments such as
leveraged buyouts and the development of junk bonds, a financial instrument
used for acquiring borrowed capital specifically for purchases of this kind.
Things then spiralled out of control: higher purchase prices led to ever-
increasing debt ratios, and many companies had difficulty generating suffi-
cient revenue to cover the interest payments, with the result that in October
1987, following the crash on the junk bond market, the Dow Jones Index
collapsed. This in turn triggered a global recession that had particularly long-
lasting repercussions in Japan. The Nikkei Index, which at that time was just
under the 40,000 mark, had not recovered to a level of more than 15,000 by
the end of 2014 despite a few temporary fluctuations. Germany was some-
thing of an exception at that time, experiencing a comparatively stable eco-
nomic boom in the 1990s due to reunification.
The start of the fifth M&A wave in the mid-1990s was accompanied by a
stronger focus on the strategic aspects of takeovers. Interaction on the world
markets began to shift owing to the increased pace of globalization, and there
was a drive towards occupying important strategic market positions at an
early stage. However, unlike in the 1970s and 1980s, companies were
‘M&A’ as a Global Market Phenomenon 19

increasingly dealing with rather obscure, complex markets that were in a state
of rapid, unpredictable flux.
On account of stimulus generated by other factors, such as the shareholder
value approach propounded in new management theory, a large number of
synergy-driven mega mergers took place at that time, pushing up the number
of transactions as well as their volume. These European mega mergers
included the takeover of Mannesmann by Vodafone in 1995 with a volume of
198 billion EUR (Wirtz, 2003, p. 6) and the Daimler/Chrysler merger in
1998, which was financed via a share swap (Grube & Töpfer, 2002). At the
same time, the Internet hype led to the laws of economic logic being thrown
out of the window and valuations of virtually every Internet-based company
soaring to astronomical levels. The new Internet-based business models were
not really well thought through: many turned out to be a flash-in-the-pan,
while others only matured into tenable business models years later, as in the
case of AOL and Time Warner (cf. Arango, 2010). The bursting of the dot-
com bubble in the year 2000 put a dramatic end to this trend.
2.2 CONSOLIDATION PHASES BY INDUSTRY
Aside from national or international M&A waves, there is a second, equally
relevant dynamic relating to industry consolidation that companies need to be
aware of. The way in which certain industries have consolidated shows a
certain regularity.
Fig. 2.2 shows a typical concentration curve, at the beginning of which the
degree of concentration, i.e. the combined market share of the three largest
companies in the industry, decreases as new competitors enter the market.
This may be triggered by regulatory factors or by innovations attracting new
players to the market. During the course of the subsequent merger wave, the
degree of concentration rises again to over 60%. Thereafter, no further
increase in the degree of consolidation is possible. If only for reasons of
antitrust legislation, there are limits to any further M&A activities.
This dynamic affects both the players actively driving the trend (‘first
movers’) and the companies that are initially inactive, as the latter also come
under pressure to act on account of the shift in the market linked to the
increased concentration of market share among competitors. This applies in
the cumulation phase, in which the market positions of each company are

realigned via mergers, as well as in the focussing phase, in which marginal
activities are sold off again – in a drive to focus on core competencies – and
thus released back onto the market.
Hence, in the cumulation phase, companies may be prompted to engage in
mergers that are not a perfect strategic fit, but represent a compromise based
on the best possible option available from the remaining competitors.
This distinction is also relevant for integration managers, even if they
personally have no influence over such higher-level decisions, but subsequently
find themselves confronted with the consequences during the integration pro-
cess. When it comes to merger communication, strategic development and
development of the integration strategy, they will have to bear in mind these
determining factors and include them in their integration strategy (Chapter 11).
It is particularly important to note that the messages conveyed during the
merger story are just as important as the pace and depth of the integration.
2.3 PROFESSIONALIZATION OF TRANSACTION COMPETENCE
The high number of company takeovers in the 1990s led to significant
professionalization in organizing the transaction phase, in particular the
Fig. 2.2: Degree of Concentration by Sectors.
100
90
80
70
60
50
40
30
20
10
0
Opening
Equilibrium,
alliances
Focussing
Increase in
volume
Degree
of
concentration
(%)
railway
telecom
banks
air carriers
automotive
supplier
breweries
chemistry steel
automotive
Ship yards
Alcoholic beverages
tobacco
shoemaker
maximum
average
45%
minimum
years
-5 0 5 10 15 20

phase – following on from the strategic selection of the target and the merger
initiation process – involving the actual financial evaluation of the target,
financial planning, analysis and containment of transaction risks and the legal
and tax arrangements relating to the transaction.
A whole new service sector emerged, including M&A consulting firms,
investment banks and law firms, each specializing in different fields –
often grouped together under the heading ‘tax, legal, finance’ – and
familiar with the conditions prevailing on the national markets. Many of
these advisory firms have global operations and assist companies on a
worldwide basis.
The legislator has played a role in the professionalization of the trans-
action side. Numerous laws and regulations emerged at national, European
or international level, often prompted by legal disputes following the
conclusion of purchase agreements when information or assumptions turned
out to be unreliable.
This trend towards increasing transaction professionalization is evident in
the sixth M&A wave, which began soon after the turn of the millennium,
despite the large-scale destruction of value when the dot-com bubble burst. It
reached a climax in 2006 and ended abruptly at the outbreak of the financial
crisis in 2007 and 2008.
The finance industry, which was no longer merely supporting the real
economy via financing but had mutated into an economic force in its own
right and an active player on the M&A market, became a further driver of
this trend. Fuelled by the sheer abundance of available funds resulting from
the interest rate cuts made by the US Federal Reserve in the wake of the dot-
com crisis and the increased number of market players contributing to the
generation of takeover options, the market drove itself.
In terms of content, certain differences are evident between the trends in
the United States and Europe in the 1980s and early 1990s, particularly as
regards the special situation in Germany linked to reunification and the
associated economic boom. However, since the late 1990s at least, the key
phases and the forces driving them have also been observed in Europe, albeit
in diluted form or on a delayed basis, and are governed by the same princi-
ples. In increasingly networked global economies, the temporal shifts
observed between the United States and Europe are likely to become pro-
gressively shorter in future.

2.4 M&A, QUO VADIS?
And what now? There was a relatively prolonged period of reluctance to
engage in M&A activity following the outbreak of the financial crisis in 2008
and lasting up until around 2013. Although there were and still are a large
number of financially stable and prosperous businesses worldwide that are
capable of making investments, the number and volumes of transactions
during this time remained low compared with the period prior to the financial
crisis.
One of the factors contributing to this reticence was the obvious uncer-
tainty about future market trends. Although many companies were well
positioned in terms of their own economic output and clear strategic direc-
tion, this uncertainty led to a widespread wait-and-see tactic. As long as there
was still uncertainty about the extent to which further turbulence linked to
the Euro Crisis would affect the stock markets, and corresponding uncer-
tainty about valuation risks, many companies were on their guard despite
having adequate liquid assets. Stabilization and consolidation were the main
priorities.
Throughout 2014, on the other hand, there was a significant increase in
M&A activity, although this varied from one region of the world to the next.
Total transaction value in 2014 reached the second-highest level (3,230.0
billion US$) since 2007 (3,660.4 billion US$) and was higher than those in
the interim years.
The drivers in this market continue to be the United States and Europe.
Once more, the peak values were achieved in the United States: 1,409.4
billion US$ compared with 1,337.1 billion US$ in 2007. Despite contin-
ually increasing, values recorded in Europe (901.4 billion US$ in 2014)
remained lower than those seen in 2008 (1,003.8 billion US$). The Asia-
Pacific region excluding Japan, where M&A activity has only visibly taken
off in the past 10 years, shows the highest values since the turn of the
millennium (591.6 billion US$). Japan itself has only been able to achieve
a transaction volume of 29.3 billion US$ – the lowest figure since 2004. At
57.9 billion US$, Africa’s transaction volume remains at a similar level to
that seen over the past six years; the emerging markets, with a transaction
volume of 646.5 billion US$, have had their best year since 2001
(MergerMarket, 2015).

Time will tell whether the global transaction market is experiencing a
sustainable upward trend. As regards the United States, which remains the
world’s most powerful economy, the rise in activity could prove to be a
seventh wave.
However, one thing is clear irrespective of the historical waves in the
global and regional M&A markets: in future, mergers will be a completely
normal, wave-independent instrument for entrepreneurial growth. The strong
competitive dynamic alone is leading to ever-faster strategic repositioning
accompanied by corresponding divestment (Jansen, 2008). The media focus
will remain on mega deals, but the total annual deal volume will be
increasingly determined by medium-sized and small deals. In the year 2000,
for example, 95% of the companies purchased in Germany achieved a
turnover of less than 500 million EUR; in 82% of cases, turnover was even
below the 50 million EUR mark (Jansen, 2008, p. 566).
Hence, it will be decisive in a future of increasing international competi-
tion to ensure that the value potential of mergers is fully realized. The stra-
tegies predominant in the ﬁfth and sixth waves – ‘increasing shareholder
value’ and ‘industry consolidation’ – indicate the importance of integration
competence as a core entrepreneurial skill (Jansen, 2008, p. 569ff).

3
ATTEMPTS AT EXPLAINING THE M&A
ADVENTURE
For years now, a substantial number of studies have been addressing
the issue of the extent to which mergers are successful or unsuccess-
ful and the relevant factors for success or failure in achieving
ambitious merger goals. They come to very different conclusions
as regards the prospects of success, and the multitude of criteria on
which they are based contribute to the confusion. It is nevertheless
possible to identify a number of striking success factors, without
which merger outcomes would lag far behind expectations.
Given the many failed mergers, it is understandable that the question of the
most important factors in the success or failure of merger integration is a
recurring theme for managers responsible for implementation. Since the
1980s, a whole series of studies has been conducted in an attempt to examine
this question and find answers that allow conclusions to be drawn about
what to do and what to avoid. Differing perspectives and survey designs have
been chosen, with the result that each study has generated interesting findings
in its own right, but they are difficult to compare.
The studies start by focussing on the fundamental question of how suc-
cessful mergers are on average, before moving on to the possible factors in
success or failure. The fundamental question as to the success or failure of a
merger has been assessed on the basis of either external factors such as stock
market trends, sales growth, profitability ratios and market shares or internal
factors such as human capital (core workforce and business appeal in the
‘war of talents’), intellectual capital (know-how, innovations and other
25

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condemnatory language. B. was reading a book. He could not
understand the author’s demonstration. He had made several trials
at it. He states, “I felt as if I must be stupid, somehow; there was a
slight feeling of worry and dejection. The idea of my stupidity was
followed by anger at myself for being so stupid. I clinched my fists
and threw my arms in angry demonstration, feeling as if I would like
to pummel myself. I went over the demonstration again with an
attitude of carefulness and finally concluded that it was the author
who was hazy instead of myself. I slammed the book down on the
table and broke forth angrily, ‘You, X., are the one who is stupid, you
don’t make it clear.’ This anger at the author was rather pleasant in
quality. I felt a sort of triumph over him.”
Another situation quite common in the origin of anger with a fore-
period of lowered self-feeling, is its appearance at times with greater
intensity after the actual outside stimulus is passed. One becomes
more angry in recalling afterward what was said, than he was at the
time of the offense. This belated origin of anger appears in the
observations of all the subjects studied. It may be noted that anger
with a fore-period of irritation does not appear in this retarded
manner. In the recall of an incident in imagination, anger may
become quite intense; while it may be at the time of the incident,
there was no awareness of any tendency to anger. Mild anger at the
time of the initial stimulus may become intensified in its recall. In
such cases there was evidently some element lacking in the mental
situation stimulating anger. An offensive statement in the heat of an
irascible discussion may be ignored. A rather severe thrust may
seem proper, but when recalled in connection with another mental
situation, the emotional content may be entirely changed. X. in the
course of an argument with E. implied, “You never will know as
much about the subject under discussion as Y.” “At the time I noted
his statement and was aware that it was a thrust at myself, but I
had no feeling about the matter then. I considered that I was
producing the better argument, and his personal thrust I was aware
was an admission on his part that he knew I was. To-day I recalled
his statement and felt degraded and angry.” Then C. proceeded to

plan a series of cutting remarks that he would like to tell X. In some
instances the presence of a too active aggressive attitude at the time
of the stimulus seems to predispose against a too easy lowering of
self-esteem, and consequently anger with a fore-period of negative
self-feeling does not appear. But let one momentarily lose faith in his
point of view or fail in words to express it, and he becomes more
sensitive to the thrusts of his opponent’s argument.
Another factor partly accounts for the greater emotional intensity of
the recalled incident. The conventional control of emotions during
social contact may be relaxed during the memory recall. The same
ethical standard is not required for one’s private thinking as in actual
contact with others. In this respect there is rather wide individual
difference with the subjects studied. Though in general with persons
of rather intense emotions, there is a marked difference in the
ethical standard they practice, when the incident is present to
consciousness, and the standard used when the anger occurs from
the imaged situation; with all persons studied at times during their
most intense anger emotions, the imaginative reaction is far more
crude and unethical, and consequently the imaged anger may be
more intense. A third factor may be involved here. A personal thrust
may be partly ignored at the time without lowered dignity because it
is given with a smile or a friendly attitude, but when recalled later,
the friendliness may be neglected and consequently anger is more
intense. A fourth condition that partly accounts for more intense
anger in the imaged situation, is that the anger consciousness of this
type is usually cumulative. With an entirely novel experience, a
certain amount of resistance must be broken down before the
emotion develops. The emotion seems to develop by a cumulative
process through a series of stimuli. One personal thrust in a situation
in which there is involved no previous emotional excitement, may be
ignored or the humiliation may be borne at the time with no anger
reactions; but when it is repeated one or more times under similar
circumstances, there is present a characteristic mental situation for
the development of anger. The repeated occurrence of the incident
in the imagination intensifies the feelings till anger becomes fully

developed. E.’s observations will illustrate. “During the argument
with X., I was in splendid humor, enjoying myself to the fullest and
naturally supposed everybody was.” Referring to a statement made
by X. during the argument, E. states, “The glow of the conflict had
not entirely departed when I began to see his statement in an
entirely new light as reflecting on myself, then I felt somewhat
distressed and overcome to a slight degree, by a feeling of
abasement but no resentment against X. The next day at ten o’clock
I was recalling the events of the argument. There was still a feeling
of abasement but now it stirred me to anger. I found myself going
over it and thinking what I might have said, and what I would say
the next time.”
Anger Without an Immediate Feeling Fore-period. This study was
begun tentatively with the view held by Wundt (21) that each
emotion of anger has an immediate feeling fore-period. The study
had not progressed far till this view had to be abandoned. It early
appeared in the observations that anger may begin rather suddenly
with no initial feeling fore-period, which the observer is able to find.
The subject reports that he suddenly finds himself in the midst of an
emotion of anger before he is scarcely aware of it, and is giving
verbal and motor expressions usually accompanying such emotions.
In many of the emotions of this type there is evidence in the
observations that the emotion refers to a previous emotional
experience. From the mental disposition left over from the previous
emotion, the emotion suddenly emerges without passing through the
cumulative process that is necessary with an entirely novel emotional
experience. In other words the way has previously been broken so
that it is not necessary to break down the same amount of
resistance. A. observes, “Sitting in my room, I imaged X. At once I
was angry, motor expression not marked at first. X. was imaged in a
rather positive and demonstrative attitude which he sometimes
takes. I found myself with quite a good deal of motor activity saying
in voco-motor fashion as if talking to X.——I was partly aware of
three former disagreements with X., the imagery of the

circumstances of the last one was most clearly defined. I imagined
X. a little humbled by my remark. The emotional experience from the
first was pleasant. I felt a little victorious in the imaginary act of
dealing a telling thrust.”
With all persons studied, there is evidence of a previously developed
mental disposition against certain persons and against certain
principles which allows the anger point to be reached in a short cut
fashion. Anger is easily attained without the initial feeling either of
irritation or lowered self-feeling. Anger that rises from this situation
is usually pleasant in quality. The mental disposition which is
connected with this sudden origin of anger may be present during
the later recall of the emotion. It is also shown by the frequent re-
occurrence that the same situation may repeatedly give rise to
anger. B. has a rather strongly developed sentiment against
ministers who preach what they do not believe; G. against persons
who do their work carelessly, especially manufacturers who send out
goods of inferior quality. I. has a marked sentiment against acts of
cruelty in the treatment of animals. D. reacts rather vigorously
against persons who are disloyal to friendship. These sentiments go
back to early experiences in the life of the individuals.
B. in talking with X. directed the conversation to ministers who
preach what they really do not believe. He took Dr. Y. as an example.
He had previously seen Dr. Y. drinking beer with the boys and had
resented his behavior. He began to vituperate to X. against Y., giving
instances and telling his opinion rather vigorously about such men
who have a double personality. “Before I was scarcely aware of it, I
was in the midst of motor and verbal expressions of righteous
indignation. I enjoyed it all very much. I always take delight in
making myself angry with ministers of this sort.” B. has reported
other instances of his anger against ministers of this type. A case
from I. will illustrate further. “I had the same recurring anger for
three weeks. A delivery boy who passes about the same time each
day goes by whipping and abusing his horse. Anger arises each time
the incident occurs. The sight made me pleasantly indignant. I have
the image of an old German, living near my home as a child, who

treated his horse so cruelly. The idea of telephoning to the police
occurs to me, but the boy goes on and the idea is abandoned.”

CHAPTER TWO
BEHAVIOR OF CONSCIOUSNESS
Wundt (21) has pointed out that there are two types of reaction to
an emotion, what he calls outer and inner volitional acts. The first
refers to the external bodily expression of an emotion and the latter
to the mental behavior. In the study of the emotions, attention has
for the most part been directed to the former. Darwin’s study of the
emotions in man and animals, early called attention to the finer
physical expressions of each emotion, explaining them as instinctive
habits which were formerly useful. Darwin’s study partly paved the
way for the James-Lange theory, which maintains that what we
experience as an emotion is but the sensation of the instinctive
physical expression.
The aim of this chapter is to study the mental behavior during the
conscious period the anger exists. It is recognized that the motor
and physical expressions is primary and fundamental. For that
reason it has served so adequately in the objective study of the
emotion. What we shall attempt to study is the mental behavior of
persons under the influence of anger. Ethics tells us how we ought
to act when angry, but psychology has neglected to find out how in
reality consciousness does behave when the emotional excitement is
on. David Iron’s (12) statement is still apropos. He writes, “The
neglect of the reactive side of human consciousness is nowhere
more conspicuous than in the case of the emotions.”

The anger consciousness is characterized by heightened mental
activity. A multiple number of images, attitudes, fluctuations of the
emotional and feeling content appear in rapid succession till the
emotion disappears. This statement is true for even the more
tenuous instances of anger. In fact some of the milder experiences
have the most marked changeableness of conscious content.
Objectively there may be little activity, while simultaneously on the
mental side, there is a wealth of processes which must be
considered in the psychology of the emotions.
After making a rather minute collection of the different kinds of
mental reaction to anger, as shown by the introspections, it is
observed that they fall into three rather clear types of conscious
behavior. The first type is in the general direction of the emotive
tendency and is the one that most impulsively follows on the
stimulus of the emotion. It expresses pugnacity in some form. This
type of reaction expresses a tendency similar to the basal instinct of
the emotion of anger, such as thinking cutting remarks, imagining
the offender’s humiliation, hostile witticism, joking and sarcasm. This
type of a reaction will be called attributive reaction. A second type is
contrary to pugnacity; the instinctive impulse is reversed. A friendly
attitude may be assumed toward the offender, an adequate excuse it
found for his offense, an over polite attitude may be taken. This type
of behavior will be called the contrary reaction. A third type is one
that is entirely of a conscious attitudinal character. The subject
becomes indifferent to the whole situation exciting the emotion. The
offense may suddenly be apathetically ignored and the subject
behaves unconcerned and assumes an “I don’t care,” or a “What-is-
the-use” attitude. This will be called indifferent reaction. These three
types of behavior are characteristic of the reactive consciousness to
anger. The emotion may contain one, or it may contain all three of
these types before it finally ends. Going over the results of the
observations of all the subjects, about fourteen hundred sixty eight
reactions are counted in the six hundred cases of anger studied.
Seventy one percent of such reactions are classified as attributive

reaction, eighteen percent are the contrary type, and eleven percent
are the indifferent.
The initial reaction to anger is always of the attributive type.
Whatever other reactions may follow in the course of the entire
anger period, the attributive reaction in some form is characteristic
of the early stage of the emotion. The contrary and indifferent types
are secondary in point of time and occur after the initial hostile
tendencies have been restrained. If an emotion of anger is made up
entirely of the attributive type, which frequently occurs, and
continues for any length of time, it is always noted that some of the
reactions are more crude and unsocial and others are refined,
disguised it may be, covered up, and when the emotion is most
intense whether it be in the initial stage or elsewhere, the unsocial
attributive tendencies are usually found at those places.
ATTRIBUTIVE REACTION
The anger consciousness in its development, especially in its initial
stage is characterized by restraint. The subject is aware of hostile
unlawful impulses that must be controlled. Its initial stage is usually
reported as unpleasant. The second characteristic of the anger
consciousness is reaction of some sort. What takes place on the
mental side, is along the line of least resistance for the moment.
Mental life is rather versatile in providing subjective reaction to
anger. Motor and visual imagery play an important role involving
lessened resistance. A third characteristic of the anger consciousness
is what the Germans call “Verschiebung.” The emotive tendency is
inhibited. A substitution follows for the tendencies restrained. It may
be purely subjective or only partly subjective. But the subject in the
observation of his anger is fully aware that he would behave in some
more drastic fashion if the restraint were off.
Substitution of Visual and Motor Imagery. With the subjects studied
there occurred no real pugnacious attack in which blows were struck

except with those persons who have the correction of children; there
are also but few real quarrels reported. But the versatility of
consciousness in substituting and providing merely mental reaction
for other hostile tendencies that the subject really wished fulfilled is
quite striking. Visual and motor imagery may take the place of
tendencies which are inhibited and allow a successful expression. An
observation from A. will illustrate. “I found myself saying cutting
remarks as if speaking directly to X., and I planned a course of
behavior toward him that I considered would humiliate him. I finally
ended by imagining myself kicking him down the street, telling him I
wanted no more to do with him. The imagery of this act was
pleasant. I felt victorious. X. was imagined as penitent.” The imagery
of the pugnacious attack in some form is a quite common
characteristic of the mental reaction to anger. It occurs after a period
of restraint when there seems nothing else to be done; imagination
and fancy appear at such a crisis and assume the role of a surrogate
for hostile tendencies, which the subject has controlled. The
awareness of the direct end of the initial tendency of the anger may
be present in consciousness or the aim may be indefinite. Subject I.
observes, “I felt as if I wanted to say something or do something at
once that would get even with X. The thing to do was vague, but the
impulse to do something in a hostile manner was strong.” The aim of
behavior may be rather definitely formed in the early stage of the
anger consciousness as soon as the irascible feelings are definitely
referred to some object. An illustration from A. follows:—“The
impulse to take X. (a child) and shake him, was strong on the first
stimulus of the emotion; suppressing this I spoke crossly to him, at
the same time there appeared motor imagery of my holding him
with both hands and shaking him.” Another instance from the same
subject: “I had an impulse to punish X., restraint was immediately
followed by a motor and visual imagery of the act of punishment.”
Subject C. observes, “The first impulse was to kick X., the restraint
was accompanied by motor images of kicking him, followed by the
image of his being hurt in the face.” E. states, “I felt as if I would
like to shake him and imagined myself doing it.” G. developed a case
of anger from a series of irritating stimuli. Describing his anger, he

says, “I felt like I wanted to bite or hit something.” B. reports a case
when he had been humiliated by some boys along the street. The
tendency to anger at the time was controlled, but as he passed on,
the emotion arose with greater intensity. “I imagined myself beating
one of the boys, I gave him several good punches; he had no show
at all. I came out victor and was enjoying it all.” One of the many
sorts of mental reactions that H. reports to a case of anger that
extended over three quarters of an hour, is, “I imagined myself
charging at him and his looking frightened at my behavior.”
Substitution of Irascible Play. The imagined fight and victory take the
place of tendencies which would have a more objective expression.
Another sort of substitution of the initially restrained emotional
reaction, is first to lessen the restraint by inhibition and react in
some less crude manner in a slightly disguised form, which gives a
feeling of satisfaction in inner victory and at the same time lacks the
objective hostility. A. felt humiliated because of X.’s remark in the
presence of others. “Resenting his familiarity, I went out of my way
to pass him; I grabbed his arm and gave it a tremendous grip, at the
same time I smiled playfully. I really aimed to hurt him and was fully
aware that I wished to hurt him worse than I did. What I did was
merely a substitution, but now that the act was over, I felt fully
satisfied and pleased with what I had done.” The playful attack is a
rather common sort of reaction to resentment with observers A., C.
and D. D. observes, “I was angry at X. and was trying to control
myself; suddenly I grabbed him and punched him several times in
the ribs, at the same time I smiled. I did not want him or the others
to know I was angry. I enjoyed pummelling him, as I felt I had
demonstrated to him that I could handle him.” In such observations
the subject’s awareness that what he does in a playful fashion is but
a substitution of what he would like to do in another manner, is
significant. This sort of awareness seems to be ignored in the every-
day experience of our emotional life. Attention is directed to the
reaction; we involuntarily seek a place of lessened resistance, but
the act of introspection allows the subject to be more clearly aware

of the inhibited reaction and the substituted expression which
follows.
Substitution of Imaginary Invective and Cutting Remarks. The vocal
expression of anger is one of primary significance. Swearing,
grumbling, invective, quarrelling, interjectional obloquy, etc., are
very common signs of anger. The results would very strongly
suggest that anger rarely, if ever, occurs without its vocal expression
in some manner, if not by direct vocalization either by inner speech
or voco-motor imagery. Introspection of slight emotions or anger
lasting momentarily, show as their most marked sensation, one of
tightening of the throat muscles. Defamatory language or mild
swearing is common with all the subjects studied while in the privacy
of their own rooms when the restraint is off. The expression of the
vocal cords is one of the most successful vents. B. was instructed to
abandon himself to vigorous invective and interjectional obloquy
when the emotion first began and note the result. He followed these
instructions on three occasions when the emotion from the
beginning was unpleasant, developing from a fore-period of
irritation. With this sort of voluntary vigorous vocal expression, the
anger soon passed into rather pleasurable excitement.
The reaction to anger in its initial stage may be a vocal tendency to
express one’s anger, referring the emotion directly to some person or
to an object. When the restraint is on, either from motives of
decency or the absence of the offender, the thinking of cutting
remarks may be substituted for the actual verbal attack. The subject
is aware that what he says to himself he would like to say to the
offender. Methods of procedure are elaborately planned for a future
verbal attack, just what he expects to say and wants to say, how he
will say it, the inflection of the voice, the emphasis of words and
dramatic attitude. He may imagine the effect of the attack on his
opponent, the latter may talk back. The imagined verbal combat is
usually a one-sided affair and ends in victory for the subject. Drastic
remarks and the most cutting sarcasms are planned at times by the
subjects studied. However there are wide individual differences

which cannot be referred entirely to the difference in intensity of the
emotional life. Habit apparently plays an important role. D. felt that
he had been imposed upon by X. and Y. After the humiliating
incident had passed, D. suddenly found himself in the midst of an
anger reaction. “I found myself having a verbal combat with them. I
imagined I was telling X., ‘I should think it costs but little to act like a
gentleman, but I presume this is an illustration of your piggishness.’
Then I imagined Y. beginning to talk. Just what he was saying was
not clear, but I was aware that he was helping X. I interrupted by
telling him, ‘I understand you are from —— and of course I can’t
expect anything better of you.’ They began to talk back several
times, but I got the better of them and felt pleased about it.”
The cutting remarks are at times crude and abusive. The subject
may swear at the offender. Persons who do not swear in actual life
frequently do in imagination. In such imaginative verbal attacks the
offender’s bad qualities are displayed before him, at other times the
same subject may resort to imagery, sarcasm, witticism or joking of
a hostile nature. The motivation seems to be to imagine remarks
that would humiliate the offender. The visual imagery of the
astonished humble opponent is usual in these imaginary attacks.
Crude and abusive remarks may at times seem entirely appropriate;
at others, sarcasm and irascible joking seem more adequate.
Sarcasm usually develops rather slowly with a period of restraint
preceding it, unless it is ready made for the occasion. When the
fitting sarcastic remark is found, it is usually accompanied by
pleasantness in some degree. F. observes, “I could get no
imaginative remark that would suit me at first, but after the emotion
appeared several times in succession I suddenly discovered one and
found myself saying it over and over again. It rather pleased me, I
practiced it to get the right inflection and emphasis that I desired.”
The imaginative cutting remark may be in the second person as if
addressed directly to the offender, especially when the emotion is
intense. It may be in the third person about the offender, his
unfavorable qualities are recalled with no plan or intention of
repeating his remarks to him. The contemplation of his unworthiness

is accompanied by an agreeable feeling. B. became righteously
indignant at X. because of an incident of ungentlemanly conduct
toward a friend. He observes, “A moment later (that is after the first
instance of anger) I imagined myself in my alcove in the Library, and
imagined some other person, I did not know, who came in and said
to me, ‘What do you think of X?’ I replied with a good deal of
pleasurable indignation, ‘I think he is a damned ass.’ Three-quarters
of an hour later as I was walking along the street, the emotion arose
again, and I imagined some one asking the same question, I replied
the same as before with a like feeling of pleasure. I really wanted
some one to ask me what I thought of X.” The subject may be aware
that what he says to and about the opponent is a little unfair, but at
the time that the emotion is progressing, he ignores it and wants to
believe ill of the offender.
The results of this study abundantly show that a make-believe
attitude plays an important role in the anger consciousness, in both
the development of the anger and the reactive consciousness. It is
believed momentarily, when the anger is most intense, that the
offender is really a bad man. Pausing for introspection in the midst
of such emotional reaction, it is frequently reported, “I knew very
well I would say nothing of the sort and that X. was not so bad as I
believed him.” While the emotion is most intense, ill reports about
the offender which were previously ignored are now believed and
assumed as true, and satisfaction is derived by degrading the best
qualities of the offender, by believing stories of ill repute, by
suspecting or imagining evil of him. The degree in which this
tendency is present, depends partly on the intensity of the emotion,
and evidently in part on the individual habits of reaction to anger.
The chronic irascible gossiper is evidently a characteristic type of
person who has specialized in this mode of reaction to anger.
Substitutions by Witticism and Irony. Witticism, sarcasm, irony,
teasing and joking make up a large class of vocal and imaginal
reactions which may take the place of the initially restrained
emotional tendency. The crude remarks, transformed into wit or

fitting sarcasm, overcome the consciousness restraint that was
initially present in the emotion and lessen resistance. It is
accompanied by a pleasant feeling and may be keenly delightful. A
thrust in a half serious tone accompanied by a smile, the jest and
hostile joke follow a state of mind characterized by restraint. In the
observations of the subjects studied there is evidence supporting
Freud’s (8) theory of wit. What he calls “tendency wit”; that is, wit
with a definite aim has two divisions, the hostile joke and the
obscene joke. The first is a reaction to irascible anger and the latter
to the sexual emotions. The introspection of the reactive stage of
anger consciousness shows the Freudian mechanism for “tendency
wit.” The following case will illustrate a crude kind of wit. H. whose
husband had stayed out late at night became angry following a
period of worry. Fluctuating intensities of anger and periods of worry
lasted over an hour. After a number of reactions such as planning
verbal attacks; recalling his thoughtless behavior at other times;
crying, assuming an attitude of self-pity; devising some means of
making him sorry; at times trying to assume the attitude that it was
no use to be angry; taking observations of the emotion at a number
of places, motivated by a wish that her husband would see the
results and feel sorry; imagining herself going to him and talking
rather abusively. Finally she found a remark that gave the keenest
pleasure of all. “I imagined myself saying, ‘Petty dear, you have been
out pretty late tonight.’” This was a condensed veiled statement
expressing about all she would like to say. “Petty” is a character
portrayed in a current illustrated newspaper as being mean to his
wife and flaring up angrily at every little incident. The character of
“Petty” was fully understood by her husband. The crude hostile
reaction was followed by a rather condensed acute remark; it was
reported as pleasant, “because it seemed so fitting.”
C. in a discussion with X. became angry and gives the following
observation, “I noted I was getting angry and wanted to say
something hostile, but instead I turned away suddenly and laughed,
saying in a joking, half-serious manner, ‘Oh you old bottle head, you
don’t know anything.’ Although I laughed, I really meant it. That

gave complete satisfaction. He laughed too.” Let us illustrate further.
A., with four others, was walking along the street, coming from a
clinic at the hospital, where a case of flight of ideas had just been
observed. X., one of the party, was talking in a manner that seemed
to A. a little superfluous. He resented his attitude, and turning he
said to X. in a joking manner, “What did you say? The malady must
be catching,” (referring to the case observed). X. retorted, “I never
have any fixed ideas.” A. replied, “No, they do fly away pretty fast.”
A. observed, “I felt pleased and victorious with my remark, my
resentment was entirely gone and I entered into conversation with
X. in a friendly manner.”
Witticism is one of the more refined modes of substitution for the
more directly hostile attack. Sarcasm is cruder. Its mechanism
depends for the most part upon the inflection and tone of voice in
speaking. The words themselves in sarcasm are innocent enough,
but the mode of expression and the meaning involved are the
sources of hostility. The following statement represent sarcastic
remarks. A.—“I think I will come around to your Club,” emphasis on
the word “your.” A.—again, “You surely must be right,” emphasis on
“surely.” J.—“You are not the boss, then?”—emphasis on “not,” with
a little sneer and an accompanying laugh. Sarcasm is a rather cheap
and easy reaction to anger. It is consequently more easily attained
than wit. The period of conscious restraint preceding sarcasm is
usually less, unless the witticism is already made for the occasion.
Its feeling effect is also not so pleasant as of wit. At times sarcasm
may be combined with rather crude wit, but wit of a more refined
type will exclude sarcasm. The following is a combination of this
kind. C., having become angry at X. for his “bragging attitude,” says,
“I was conscious of the tendency to say something hostile, but could
think of nothing appropriate. In the course of his remarks X. finally
said, ‘I never read anything for an experiment as I fear it might bias
my results.’ I suddenly found a remark that seemed entirely fitting at
the time and at once the restraint was off. I said a little sarcastically,
‘No, you never want to read anything, it might hurt your intellect.’ As
soon as the statement was made I saw I had gone too far and felt a

little cheap. I at once noted that he did not take my remark
seriously, and felt relieved. My former resentment had entirely
disappeared.”
Substitution by Disguise. There are many devices less refined than
wit which are commonly resorted to in slightly disguising the hostile
attack. The offender may be attacked indirectly and impersonally.
The following case will illustrate. F. became angry at a merchant
because, when he went to pay for an article, the price was marked
more than he had previously agreed to pay. Feeling resentful, he
said, “I suppose the bill is all right, the clerk said it would be less,
but people in this town don’t know what they are talking about
anyway.” F. observes, “What I really meant was that you don’t know
what you are talking about.” To avoid making the direct attack, the
indefinite pronoun is substituted at times for the definite. The use of
“some one” or “somebody” instead of “you,” in talking to the
offender blunts the remark. The device is rather cheap affording little
pleasure and has but a short fore-period of restraint. It is carried to
an extreme when the subject pretends he does not know the
perpetrator of the offense and in fact may assume it is some one
else, so that he may speak his mind directly to the offender. I.
observes, “I was angry, and talked to her about the affair as if I did
not know that she did it. I wouldn’t have had her to know that I
knew for anything. I told her what I thought of a person who had
acted in that way and noted that she looked cheap. That pleased
me.” Some gossip and vituperate against their enemies and derive a
moiety of ill-gotten pleasure if a sympathetic hearer is found. One
subject states, “I went to tell X., hoping he would be angry too, and
felt just a little disappointed when he was not.” Hints and
insinuations often become devices to avoid a too hostile direct
attack.
Imaginary Exaltation of Self. Another rather important reaction of the
attributive type is an idealistic one. Imagination and ideational
processes are active. Lowered self-feeling has been accomplished in

the subject usually by a number of repeated offenses by some one
that the subject really respects. The offender is frequently not
imagined as degraded, but he is left as he is, and the subject
proceeds to imagine,—it may be to fancy or day-dreams that he is
the offender’s superior. As the reaction to moments of humiliation,
he may later plan to surpass him. An attitude of make-believe may
be momentarily assumed that he is already the offender’s superior.
Fantastic schemes of a successful career may appear in which he
imagines some distant future, in which he has gained renown and
the offender is glad to recall that he knew him in other days.
Sometimes he is imagined as seeking his friendship or advice, or
favor, and is refused with dignity. At the next moment he may be
graciously bestowing favors upon the offender. Such imaginative
processes are observed to afford pleasure to the subject at the time
and may lead to a new level of self-confidence which has important
influences on later behavior. Usually idealistic reactions of this
character appear in consciousness after more directly hostile
reactions have failed to satisfy the subject. A few cases will illustrate.
A., recalling an incident of the day before which humiliated him,
became angry. At first he began saying in voco-motor fashion as if
talking directly to X., “You are a conceited fellow. You are hard to get
along with. I will beat you. You are too nervous to get very far.” “I
imagined myself treating him in a superior, dignified manner.” A. then
laid plans how he would work, stick to one thing, make himself a
recognized authority, and how he would have little to do with X. He
imagined X. coming to him for favors when he had attained the
success he had planned, and himself taking a rather indifferent
attitude toward his requests. A. observes that his entire reverie was
pleasant, although the anger was unpleasant in the beginning. C.
reports a case of anger at X. who had taken a rather critical attitude
toward a problem which he was studying. He observes, “At first
there was a slight humiliated feeling. This was displaced by
resentment. I imagined myself standing before X. and giving him
two good retorts which I considered would have their ill effects on
him. At this point the theme changed, ‘I will leave you alone and
have nothing to do with you,’ I felt as if this behavior would

somehow punish him, and that pleased me a little.” But as a third
and final reaction C. observes the following. “I planned to do my
work so well that X. would feel sorry for what he had said, I
imagined X. complimenting me after it was finished.” The early stage
of the emotion above was reported as unpleasant, the final ending in
which C. imagines X. complimenting him on his success was a point
of marked pleasure. Subject E. who had felt humiliated by X. whom
he considered had underestimated him, observed as a final reaction,
“I will show him in the next ten years, I am young and can work,
and he will see.” Then followed a number of plans for the future.
One subject reacts for a moment at times to resentment by day
dreams in which he imagines himself a man of wealth and deals out
favors to all except his enemy. He even uses his wealth and
influence against him. The feeling is rather pleasant in tone till the
moment he comes back to a sense of reality. The transition
decreases the pleasantness rather suddenly.
Attitudinal Reactions. Attitudinal reactions of a hostile nature are an
important part of the anger consciousness. What may be called
“resolutional attitudes” frequently occur as one of the final mental
reactions in the diminution of the emotion. The resolutional attitude
to do something in the future at a more convenient time when the
effects will be greater, becomes a convenient substitute for
conscious tendencies that require present restraint. The subject
definitely settles on a course of action which cannot be carried out at
once. The feeling tone of such conscious attitudes is pleasant. It is
not unusual to have a settled resolution and come to a definite
conclusion in the initial reactive stage of the emotion. Unless the
attitude is ready made for the occasion, it appears as one of the final
resorts. A characteristic of “nowness” belongs to anger. An attitude
that portends to future behavior is secondary, appearing after the
possibilities of present reactions are exhausted. Much of the initial
restraint in inhibitions is preparatory to the attainment of a settled
conclusion; in some cases initial reaction behaves in a trial and error
fashion. The results of a number of hostile impulses are imagined

and are followed to their end until finally one is selected that seems
most fitting. The conclusion reached may be temporary. Although it
may be abandoned on the reappearance of the emotion, there is a
temporary satisfaction in having attained a conclusive attitude even
momentarily. The following case from C. will illustrate. C. became
angry on being told of X.’s behavior. He first recalled a number of
previous similar instances; second, he transferred the anger
momentarily to another person who told him of the offense; third,
he imagined himself cutting off all business relations with X. and as
a fourth reaction he observes, “I took on a pugnacious attitude and
concluded to fight it out according to the rules of the game, and
planned what I would do and say to make him come my way.” The
attitude of waiting for further developments, biding one’s time, being
cautious, is a frequent substitute for rising tendencies demanding
present action. Subject E. observes, “I finally came to the conclusion
not to lie in wait for the opportunity to get back at the offender, but
to be on guard against a future attack, but even after the conclusion
was formed it was not at once carried out though it pleased me. I
still found myself planning what I would say if the thing should be
repeated.” A. angry at X. and Y., finally came to the following hostile
conclusive attitude, “They had better be doing nothing like that, I
will watch them, and when I get a chance they will hear from me. I
will be cautious and sure first, with which final conclusion my anger
disappeared.”
THE CONTRARY REACTION
The second general type of reaction to anger is what we have called
contrary reaction. The subject suddenly reacts contrary to the
emotive tendency of the emotion. He behaves contrary to what he
actually wishes at the time. Religion and morals have idealized this
type of behavior in its extreme form. “Turn the other cheek,” “Love
your enemy,” “Do good to those that hate you,” are exhortations of
more than one religion. As compared with the type described above,
relatively a small percent of the mental reactions under the influence

of anger, as shown by the observations of all the subjects studied,
are classed as the contrary reactive type, eighteen percent as
compared with seventy one percent.
The contrary reaction is not so rich in versatile behavior as the one
just described, in fact it is limited to a few set reactions. The subject
suddenly reacts to a state of mind contrary to anger. It may take
strong effort to make the change and the attitude is not heartily
entered into at first and does not usually occur when the emotion is
most intense, but after it is partly diminished, consequently it is
usually delayed till a later stage of the emotion. If it appears in the
initial stage it precludes a complete development of the emotion.
Subject G. has apparently acquired the habit of championing, in the
initial stage of the emotion, the offender’s point of view and
forestalling the development of anger against persons. His anger is
attained most fully against objects and situations. He considers this
due to his training in early childhood. E. has developed a partial
habit of assuming an attitude of forgiveness toward the offender. C.
and A. when in a quandary and unable to find other adequate means
of expression, suddenly revert to the contrary reaction. It becomes a
habitual device toward close and intimate friends or toward persons
with whom it is necessary to get along. After the anger has gone so
far, the subject suddenly assumes a friendly attitude as if there were
no emotion.
There are various conditions under which this sort of mental reaction
to anger occurs. It is a frequent device in a social situation when
there is rising anger and it becomes necessary to adopt a sudden
and quick control. It is forced upon the subject to meet a sudden
crisis. He may at once assume an over-friendly or over-polite
behavior, when in reality he would like to behave in a hostile manner.
A little over-solicitude for the offender may be conspicuously
displayed. A few cases will illustrate. B. was met on the stairs by his
landlady, who requested him not to write on his machine after ten
o’clock, also to put on his slippers on coming home late before
ascending the stairs. He observes, “Before she had finished I felt
uncomfortable and was vaguely aware of the inconvenience that

these limitations would cause me. I recalled that she had said that I
could use the typewriter all I wished when I took the room; I found
myself becoming angry, but at once I took the attitude of excusing
her. I noted that she looked tired while she was talking, and thought
perhaps I had kept her awake. I then said with an extra pleasant
tone, ‘That is all right, I am very glad you speak of it, I wish you had
told me before.’ The pleasantness was assumed, I did not feel
pleasant as I spoke, I was still mildly angry. Five minutes later I
recalled what she had said and began to get angry again, but at
once imaged her tired appearance and excused her as before.” A.’s
observation illustrates further. A. was humiliated and angry at X.’s
statement. “I wanted to say something cutting, several hostile
remarks appeared which were inhibited one after the other. I felt
extremely confused and unpleasant but I suddenly began to agree
with X. I told him in an over-polite manner he was quite right and
that I was glad he had mentioned it. In reality I did not agree with
him nor was I glad.” A. states that on leaving the presence of X. the
emotion reappeared many times in the course of the next half day
and in no case did he find any excuse for X.’s behavior but blamed
him severely. When the contrary reaction is resorted to as a device
to gain quick control, it is reported as unpleasant. The emotion
reappears again and is usually followed by unpleasant feelings, but
when it is not forced upon the subject and is entered into
spontaneously with zest, as a means of finding some sort of
satisfaction for the emotional restraint, it is accompanied by pleasant
feelings. Subject A. sometimes takes keen delight in assuming a
dignified attitude toward an offender and treating him rather friendly
as if he were far above getting angry. He states, “I always feel I am
victor, that I am master of the situation, and it is pleasing when I do
this.” It may be said that whenever the attributive reaction is
satisfactory, the contrary reaction is not resorted to. The latter type
occurs for the most part when the subject is mentally obstructed and
there seems nothing else to be done but to ally himself heartily with
the opponent for the moment until the storm of his mental stress is
passed. Subject J. in a situation, when it would be rude to display
his anger, observes, “Each time I found myself becoming angry at

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