Settling operational issues in advance lays the foundation for a successful merger.
Merging practices has become quite popular in recent years, owing to the perceived economies of scale. Having a larger asset base could potentially gain negotiating advantage with independent broker-dealers and custodians. Combining staff, resources and experience could result in advantages as well.
However, depending on how the merger is structured, those advantages could quickly disappear. Therefore, it is wise to consider carefully several aspects of a merger before attempting it. The list is long, but five key issues to get a handle on are:
Compensation and expenses
Compensation And Expenses
Defining a compensation structure among new partners can be a complex task. One method used with RIA-type fee-only firms is to pool the revenue and portion it out to the partners based on some predetermined scale (often chosen based on agreed-upon prior-income figures). As an example, if four merging practices jointly produced $500,000 of annual revenue, but one of the four partners produced $250,000, or half, of that number, in this example he/she would be entitled to 50% of the joint revenue of the merged firm.
Scaling is often applied to this model, where an assumption of income leveling over some predetermined length of time might occur, subject to some productivity measures to ensure that each partner is pulling his or her own weight in the new firm. With broker-dealer relationships, this type of compensation sharing may not work depending on the rules of the brokerage.
Therefore, some firms have adopted an expense-sharing model to account for the relative needs of the partners who merge into a single firm. In this instance, developing a sharing model using percentages gained from past performance may not be fair to all parties. As an example, there could be a firm with higher expenses owing to overweighted staff or inefficient use of technology, office space or equipment leasing. Is it fair to meld that practice into others, who may be more cost-efficient and use a cost-sharing method based on relative percentages? Probably not! In those cases, the relative needs of the merging firms must be considered in the larger context of the merged firm's overall efficiency.
This leads us to the issue of organizational structure. Some struggles with merging firms involve how the new merged firm is going to be run and who will run it. The idea of rule by committee is fallacious (on its face) owing to the confusion on the part of staff as to who is "calling the shots." Given a merged practice with four to five partners, staff might be left to deal with four to five sets of mandates, each in conflict with the others. Without clear workflow controls and managerial oversight, task assignments can migrate away from the less efficient staffers and toward the overburdened efficient ones creating workflow bottlenecks, employee frustration and overall loss of productivity.
Clearly, naming at least a managing partner is called for in this instance. If the firm is large enough (20-plus employees), creating a middle management position could relieve the staff frustration. This middle manager, perhaps titled an operational manager, would presumably be responsible for overseeing task assignments and overall workflow within the merged practice.
By eliminating partner interference in task assignments through a requirement that all tasks go through this manager, workflow could be evened out among appropriate employees, which could result in lower levels of staff dissatisfaction and higher overall productivity. The key is to measure objectively the level of loss of productivity from not having this position created and weighing that cost against the salary and benefits for a manager who could reverse the situation.
Another complicating factor is the operational requirements of the merged firm. The so-called "silo" firm is one in which each merging partner brings a specialized aspect of his/her practice to the new, merged firm and continues to operate as though he/she were still independent. The silo firm presents unique challenges in designing the overall operations in that melding staff can be especially difficult, given the potentially different tasks they might be asked to perform for each partner.
For example, a merging practice might consist of an estate planner, a divorce planner, an asset manager and a family financial planning practitioner. Each of these potential partners would have distinctly different practices, potentially different technology (software) needs and day-to-day operational needs. Asking a paraplanner, for example, to be nimble enough to adjust to four different financial planning styles, much less juggling multiple tasks throughout any given day, would prove daunting to even the most efficient of us.
Given that each partner might view his or her set of tasks as of greatest importance, such a structure is inherently prone to inefficiencies, staff frustration and higher employee turnover rates. The answer might lie in centralizing those core tasks that can be centralized (i.e. data entry, order processing, filing, client relationship management, etc.) and setting up employee teams to focus tasks around the specialized partners for the rest of it. Leveraging technology to build in additional operational efficiencies also can lift some of the burden off the shoulders of your employees.
Speaking of employees, another key issue in merging a practice is the considerations of staff. Not all merging practices bring identical employee resources into a merged firm. One partner might bring in a larger number of employees. Another partner could provide a key, highly trained employee. Yet another partner might have an employee that is not a good fit for the merged firm.
These delicate issues should be worked out well in advance. Hard as it might be, developing a strategic plan for the new firm will mean that each employee is subject to a rehiring process. Because the operational requirements of the new firm could be considerably different from the older firms, it is necessary to ensure, in the words of Jim Collins in his book, Good to Great (HarperCollins, 2001),
"that ... you are getting the right people on the bus." It is no different than if you were starting the practice from scratch, as far as the employees are concerned. Responsible business owners must consider the health of the new firm and make good hiring decisions.
Finally, the new firm must decide on the arrangement of the new offices. Often, a merging practice is going to be a much larger practice after the merger, both in revenue and in number of people occupying the offices. The result could be a disorganized arrangement of hastily placed office furniture, filing cabinets and technology if it is not carefully planned. One thought is to position desks and group employees in light of their workflow interactions. As an example, if one employee has primary responsibility for filing, yet his or her desk is at the opposite end of the office from the main filing area, it would lead to unnecessary additional steps to complete those filing related tasks.
If an employee works along side other employees with similar tasks, yet those employees are not necessarily grouped together, there could be inefficiencies that develop purely from positional issues. Another issue could be visual and/or auditory interference. Having a cubicle area with cubicle walls that do not adequately prevent auditory spillover (being able to hear another person's conversation in person or on the phone) could make it difficult for another employee to concentrate and/or carry on their own conversation.
Imagine the impression of your clients when they might speak with an employee, hearing excessive noise in the background of that call. Visual interference occurs when cubicle walls do not prevent constant interruptions from people walking by, or talking to that employee. You may not want to eliminate (totally) this type of interference, as a certain level of employee interaction could be healthy for the firm. However, cutting down on unnecessary visual interference has been shown in studies to improve employee productivity and lead to increases in a firm's profitability.
By carefully planning a merger, partners can enjoy a merged firm in which the whole is greater than the sum of the parts. The key is to build in efficiencies as you design that firm.
David Lawrence, AIF (Accredited Investment Fiduciary), is a practice efficiency consultant and is president of David Lawrence and Associates, a practice consulting firm based in Lutz, Fla. (www.efficientpractice.com) David Lawrence and Associates offers a variety of consulting services, including technology consulting related to the financial planning process and investment management.