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| SEPTEMBER 1998 |
Mergers are increasing in importance for nonprofit organizations. This flow chart with helpful narrative guides administrators through a 5-phase plan to complete a merger from the critical early discussions through the merger’s execution.
For more information on merger topics see the following guides:
Management Guide #2 Checklist for Treatment of Employee Benefit Plans upon Merger
Management Guide #4 Legal Issues for Mergers
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1.1 1.2 1.2.1 1.3 1.4 1.5 1.5.1 1.5.2 1.6 |
The Chief Executive Officers (CEOs) of both organizations meet informally to discuss common interest and needs with respect to a possible merger. The CEOs make a determination as to whether or not there seems to be sufficient interest to warrant proceeding with discussions regarding a possible merger. A critical aspect in arriving at this determination is the chemistry that exists between the two CEOs. If the CEOs determine that proceeding with the merger discussion is not warranted, they report their discussions to their respective Board President and the process stops. If the CEOs determine that there is sufficient common interest about a possible merger, they report their discussions to their respective Board President. The President and the CEO prepare a report to the Board of Directors. The governing boards receive reports from their President and CEO. This is an opportunity for members to raise questions and express initial reactions to the possibility of a merger. Based upon their discussion, a decision is made by each board as to whether or not to proceed with further exploration of a possible merger. If the boards decide that further discussions are not warranted, they might consider whether or not other options are indicated, e.g., a take-over or collaboration. If other options seem indicated, the respective board pursue such options and exit the merger process. If the boards decide that further discussions are indicated, a Joint Merger Explorations Committee (JMEC) is appointed with members representing each agency/organization. The mission of the JMEC is to explore various options regarding a merger and it identify issues and/or concerns involved in a possible merger. |
BEGINNING DISCUSSIONS -- Flow Chart
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2.1 2.2 2.2.1 2.2.2 2.3 2.4 2.4.4 2.4.2 2.5 2.6 |
The JMEC meets to identify initial issues and options. Several meetings of the committee may be necessary in order to achieve its mission. Based on their deliberations, the JMEC makes a decision as to whether or not a possible merger is indicated. If the JMEC decides that a merger does not seem indicated, other options might be considered by the JMEC or their respective boards, e.g., a take over or collaboration. If other options are not indicated, the JMEC reports to the boards and both parties exit the merger process. If other options seem indicated, the JMEC reports to the board and the respective boards pursue such options and exit the merger process. The JMEC makes a report, along with recommendations, to both governing boards. The governing boards review the report and recommendations and, if necessary, obtain additional information. The boards make a decision on whether to proceed with the merger process. If a merger does not seem to be indicated, the boards consider whether or not other options are indicated either individually or collectively. If other options seem indicated, the respective boards pursue such options and exit the merger process. If the boards determine that a merger seems to make sense, they execute a statement of intent which declares their intent to formally pursue a merger. This step marks a critical point in the merger process and serves to inform both parties, as well as the public, that the two organizations intend to seriously explore the possibility of a merger. The JMEC continues their work with respect to how to proceed with a merger. |
DECLARATION OF INTENT -- Flow Chart
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3.1 3.2 3.3 3.3.1 3.3.2 3.4 3.5 3.6 3.6.1 |
The JMEC explores specific issues/problems with a focus on alternatives for addressing each of the identified problems/issues. The JMEC, along with various board and staff representatives, need with stakeholders (in the community as well as in the organizations) to receive input about the possible merger. Based upon its findings, the JMEC makes a decision on whether to proceed with the merger process. If a merger does not seem to be indicated, the boards consider whether or not other options are indicated, either individually or collectively. If other options are not indicated, the JMEC reports to the boards and both parties exit the merger process. If other options seem indicated, the JMEC reports to the boards and the respective boards pursue such options and exit the merger process. If the JMEC makes a decision that a merger is indicated, it needs to prepare a report to the boards of directors on the results of its explorations, along with recommendation for action. The boards of directors review the report and recommendations. If necessary, additional information may be obtained. The board of directors decide if a merger seems indicated. If a merger does not seem to be indicated at this time, the boards consider whether or not to continue working on the merger. If a decision is made to not continue working on there merger, both parties exit the merger process. If a decision is made to continue working on the merger, the flow recycles back to step 2.6 where the JMEC continues with its work. It will be important, however, for the board to give specific direction to the JMEC with respect to areas which need further exploration. |
EXPLORATION OF ISSUES & ALTERNATIVES -- Flow Chart
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4.1 4.2 4.3 4.3.1 4.3.2 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.13.1 4.13.2 4.13.3 4.14 |
If the boards of directors decide that a merger seems indicated, it charges the JMEC to develop a merger strategy/plan. The JMEC proceeds to develop a merger strategy/plan. Legal consultation is obtained by the JMEC to advise regarding legal matters. Questions of "Due Diligence" are addressed. A critical decision needs to be made about the general directions of the merger, i.e. whether or not a new organization will be formed or will one of the two merging organizations remain incorporated and take on a new form to accommodate the expectations from a merger. If a new organization will not be formed, it will be necessary to make revisions in various legal documents of the surviving organization. Also, if a new organization will not be formed, a dissolution plan will need to be prepared for the non-surviving organization. If a new organization will be formed, it will be necessary to prepare the necessary incorporation papers for the formation of a new organization. It will be important to make a decision as to who will be the CEO for the merged organization at this time. Critical decisions need to be made regarding the policies and procedures of the newly merged organization. It is helpful if leadership from the CEO of the new organization is forthcoming. Failure to be able to make such a decision may be an indication of more serious problems with the merger effort. The JMEC/staff either prepares or revises the By-laws. The JMEC/staff prepare or revise the personnel policies. The JMEC/staff prepares a proposal for the structure of the organization. The JMEC/staff formulates an appropriate board structure and board membership plan. The JMEC/staff prepares a budget for the merged organization. The JMEC finalizes the merger plan in preparation for consideration by the boards of directors for the two merging organizations. The board of directors review the merger plan and obtain additional information if necessary. The boards of directors decide on whether or not to approve the merger plan. If a decision is made to not approve the merger plan, the boards must decide on whether or not to continue working on a merger. If a decision is made to not continue working on a merger, the boards consider whether or not other options are indicated, either individually or collectively. If other options seem indicated, the respective boards pursue such options and exit the merger process. If a decision is made to continue working on a merger, the boards need to give the JMEC explicit direction on what changes need to be made in the plan. The JMEC revises the plan and the work flow moves to step 4.12. |
PREPARATION OF MERGER PLAN -- Flow Chart
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5.1 5.2 5.3 5.3.1 5.3.2 5.4 5.4.1 5.4.2 5.5 5.6 5.7 5.8 5.9 |
If the boards approve the merger plan, the JMEC and staff prepare a plan for handling public relations and information about the merger. A decision has already been made as to whether or not a new organization will be formed in Step 4.3. The flow in the merger process will take one of two directions, depending upon what decision was made in Step 4.3. If a new organization will not be formed, the surviving organization board of directors meets to make the necessary decisions necessary to effect a merger. The board of directors for the surviving organization approves revisions in its By-laws, along with other legal documents, that will be necessary to accommodate the merger. New members of the surviving board of directors are appointed to the board of directors. A recommendation will have been made in the merger plan as to the nature of the representation on the new board of directors. If a new organization will be formed, the prospective board of directors for the new organization meets. A set of By-laws are prepared and approved and necessary legal documents for incorporation are executed. The two non-surviving organizations begin the dissolution process. The newly formed or reorganized board of directors approves the necessary policies and procedures for the merged organization. The public relations/information plan is implemented by the board and staff. The CEO and selected members of the board of directors meets with staff of the merged organization. A news conference is held to publicize there merger. The merged process is underway and the merged organization begins operating under its new structure. |
EXECUTING THE MERGER -- Flow Chart