Keeping 650 Frogs in a Wheelbarrow

Mergers are here to stay.

If you believe that (I do), then it's worth a moment to explore how to do them right, and what can be learned from this who have gone before—most famously, perhaps, the 2000 tie-up of Clifford-Chance and Rogers & Wells. 

First off, why are "mergers here to stay?"  Essentially, because law firms want to more or less match the geographic footprint of their clients:  And as the F500 and FTSE100 are increasingly global, so must be the top-tier firms that serve them.  That, in any event, is the take-away from this Financial Times piece.  How could any firm—even one of the statute of Latham & Watkins—lure a partner from Wachtell?  Because Latham's global reach was "eye-opening;"  not to mention that your own far-flung partners are invariably more responsive than outsourcers.

Michael Bray, present at the creation of Clifford Chance/Rogers & Wells/Puender, talks about the extraordinary change in the time between the Coward Chance/Clifford Turner merger in 1987 and the 3-ring-circus in 2000.  For starters, the CC/CT merger was conducted in absolute secrecy, complete with a dedicated "safe house," and no leaks to the legal trade press (which, one senses Bray feels, grew in aggression over the time span).  

What's the hardest part of a merger?  To the surprise of no one, it's integrating cultures.  What's interesting about the British/American/German challenge Clifford Chance faced in 2000 is that the Americans were, ultimately, viewed as the cultural outlier, with the Brits and Germans closer to each other in tonality and approach than either were to the Americans.   What does it take, on the ground, to work through the cultural integration?

"You have to drive through some of those things fairly early on because you have a window of opportunity.

"There is the euphoria of getting the merger done, and there is the market thrust that comes from it. But then you actually have to make it work, so people have got to work together and you have to drive some changes through.

"If you do it too fast, then you suffer; but if you do not do it fast enough, then you lose the opportunity.

"Of course, that involves issues which affect the way people run their daily lives, and most people will tell you that change is great, we should have as much of it as we can, but don’t touch me.

"... There are some people who will go and who will not make the grade in a merger." [emphasis supplied]

In other words, not too fast but not too slow, not too brutal but not too accommodating, and not too radical but not too timid.

A tall order.

What, then, would Bray do differently?  One word:  Communication—"it is a very, very difficult issue."  They didn't spend enough time on it before, during, or (initially) after. 

I have now heard this from veterans of essentially every firm that's been through a merger. 

Astute, alert, analytic, absorbent as lawyers are, we don't seem to getting this. 

Mergers are here to stay:  Communicate.