Legal Entity and Brand Integration


Mergers and acquisitions (M&A) present organisations and their staff with a very broad array of challenges which need to be dealt with in a relatively short period of time. In the run-up to an M&A, a small team is normally focussed on setting up the deal in a relatively confidential environment. They rarely have the time or opportunity to thoroughly plan the aftermath of the deal. Once the deal is agreed, the organisation often faces a huge change management challenge as many aspects of the business need to be modified simultaneously.

One of the implications of most M&As is that the legal structure of the business needs to be changed, which in turn has an impact on both the local product registrations and the product labelling. Specifically, product registration and label changes need to be made because of:

  • Changes to product license owners and numbers due to ownership transfer
  • Changes to company names due to ownership transfer
  • Changes to registered office addresses as commercial locations are rationalised
  • Changes to manufacturing locations as the supply chain is rationalised

In parallel, there is the inevitable pressure from the commercial organisations to harmonise corporate branding.

Most regulators have strict local guidelines to follow for such changes, including:

  • Levels of approval required by the regulator
  • The period of time you have to change your portfolio (the regulatory change window)
  • The implications of failing to change the portfolio in this timescale

Little harmonisation of these rules exists and failure to comply will risk supply continuity.

In this high-risk and high-stress environment, it is important that a robust plan is developed and executed which minimises the supply risk and any associated internal costs. This activity is made more challenging because it needs to coordinate activity from across and outside the organisation to be successful.

Where to start

Effective, timely, cross-functional (and organisational if appropriate) governance, sponsored from the top of the new organisation, is critical in achieving several objectives:

  • Adequate resourcing of the programme
  • Effective and timely decision making at the right levels in the organisation
  • Championing and ensuring real buy-in to decisions made, across the organisation
  • Effective prioritisation, making sure you have the change capacity for the high-benefit, short-change window markets before allowing other integrations, as these are the highest risk
  • Ensuring cross-functional decisions are made providing the maximum benefit to the overall organisation rather than accepting functional trade-offs
  • Effective resolution of the many issues and conflicts which will arise

The nature of this sort of activity is such that it involves many parts of the organisation, in almost all locations, in a complex web of interrelated activities. Our experience suggests that it is very difficult, if not impossible, to establish simple boundaries around groups and let them design and execute their own change. Furthermore, due to the repetitive nature of many of the tasks involved, this would be sub-optimal and introduce unnecessary risk. A designed and managed programme of activity needs to be established.

This is not to say that the centre must control every detail and that the rest of the organisation simply executes the plan. Far from it, we recommend that the central design of the programme should drive detailed decision-making at the right level in the organisation. What is important in this process is to understand the key interactions between decision-making and activity.

It is almost inevitable that some form of central multi-functional programme management and coordination group needs to be established. This group should be charged with the following:

  • Establishing a common language for the change
  • Developing common tools and techniques to be used locally
  • Ensuring coordinated local plans are in place
  • Managing interfaces
  • Monitoring progress
  • Ensuring significant risks are identified and mitigation activity is in place
  • Facilitating the timely resolution or escalation of issues
  • Ensuring effective communication is in place with all stakeholders across the programme

The end result is well worth the apparent additional overhead and cost. You do not want to risk your supply continuity by managing through chaos.

What we've learned

Our team’s experience in this area has given us some key learning points:

  • Only change what you really must
  • Balance the whole cost of any individual change against the benefit of that change
  • Make sure priorities are defined and agreed at the highest level. 80% of the benefits will likely be delivered from 20% of the markets so minimise your supply continuity risk and ensure that your pack change capability is focussed on the markets that matter
  • At all cost, try to avoid changing manufacturing site legal entities. If you must, try to coordinate changes with the market-driven changes
  • Rationalise the product portfolio before you change
  • Don’t start an integration until you must, and ensure that local teams can’t start their integration process without central approval
  • Make sure that you have a clear single leader for the activity who reports directly to the governance team, having both the capability to work cross-functionally and cross-regionally and the skills to lead complex multi-faceted programmes