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Managing mergers
  1. Robin Hargreaves

Abstract

Robin Hargreaves recently coordinated the amalgamation of two practices, which inevitably had a big impact on the staff involved. As an employer, he describes what he learned from the experience

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OVER the past two years I have coordinated the amalgamation of our existing mixed practice with a neighbouring small animal practice, which we bought from the retiring principal. Such a move brings with it several legal and procedural requirements that, while making the financial transaction run more smoothly, can cause real problems to the people affected.

For a start, all parties were constrained by a confidentiality clause; we could tell noone outside the partnership of our plans, and the other party could give his staff no warning of the rapidly approaching upheaval. This situation pertains until the contracts are exchanged, which in our case was only about four weeks before the handover.

This situation had massive repercussions in terms of the impact on staff, particularly those in the organisation to be absorbed.

It is immediately obvious when an announcement is made that several trustedpeople in both organisations have been kept in the dark, and this can be deeply resented. No amount of explaining the legal background can remove the instinctive feeling that secrets mean nasty surprises.

Over the months that the legal and financial machinery has been grinding through its necessary processes you will have developed in your own mind a picture of how things will pan out. You may be, as we were, completely confident that you can make the whole better than the sum of its parts. But, try convincing people who have heard about this cataclysm 24 hours ago that their jobs will be safe and that the career they have thus far enjoyed will go on in broadly the same way as before, with the additional benefit of the improvements you have spent weeks contemplating.

Anyone who has undertaken this process will be familiar with the TUPE (Transfer of Undertakings [Protection of Employment]) regulations. Essentially, the moment you assume ownership of the business, someone who has worked for the former employer for 20 years has the same rights as if they had worked for you for the same time. New employees feel abandoned, and existing employees behave as if presented with a new, rather sullen step-family. Many times I felt like a social worker or a family counsellor.

Biggest mistake

It was my plan that, if the other practice was making reasonable profits before, then, if it carried on in the same way under our stewardship, that would continue. The existing staff could carry on in their former roles, just with a new boss. More complex integration could wait. Nothing much had to change at the outset, our new employees would grow used to us, suspicion would rapidly dissipate and all would be well.

It was at this stage that I made the single biggest mistake of the whole process. If this article has a theme it is to prevent anyone being as naïve as I was in handling a body of people in such a heightened emotional state. I said: ‘Don't worry, we are not going to change anything.’ During such a complicated

process there are so many variables, and every day there were small changes that had to be implemented. Having nailed my colours so vividly to the mast, I was vulnerable at every turn to having my words repeated back to me. We had simply not been able to predict all that would have to be adjusted, and so to our new employees we were untrustworthy.

What I should have said was that inevitably we were going to change just about everything to some degree, but it would have a positive effect on everyone in the long run.

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Integration

It has taken two years to integrate our teams fully; there have been many tears on the way, and three people could not be brought along and were lost in the process. This past Christmas it was fabulous to see all the staff partying up a storm together.

Even now, there are some subtle issues that arise, with necessary changes to former working practices. All along, when you want to adjust some longstanding processes, it is hard for it not to be seen as a criticism of the people who set up the original protocols.

This year we have completely overhauled and renewed our practice management system. This was something that ran the risk of upsetting all our staff; everyone's lives were going to be more difficult and challenging, at least for a while.

However, this process, while not going without a hitch, has been fully supported by staff at every level, and according to our IT provider has been the smoothest changeover it has ever had.

Our practice manager and I have discussed why this might be, and the conclusion seems to be that everyone was kept fully involved with the planning, had been consulted about how it would affect them, were onside before the disruption began, and there were no surprises.

This article aims to illustrate some of the reasons why certain aspects of our practice amalgamation were so painful. I don't know how to completely surmount these problems, especially as the most vulnerable people are those being taken over.

In such situations, the previous employer has no vested interest in making your life any easier by better preparing his or her staff. If I were in the same position again, I would insist that everyone had at least some idea of what was in store, and why it was necessary. I feel that there must be a way to achieve this while maintaining a necessary level of confidentiality about the details.

▪ ‘Employment law – rights and responsibilities’, is the subject of a one-day interactive business course being held at the BVA on May 4. The speakers are from the BVA's Mediation and Representation Services, and the course is aimed at those who employ and manage staff. Details are available at www.bva.co.uk/events

Ten-minute chat

Siân Marchandani qualified as a vet from Cambridge, and worked as a junior fellow at Bristol veterinary school and in practice before going to the Bar and joining chambers in 1998. She works in the areas of professional liability, commercial litigation and construction litigation.

What made you become a barrister?

Before I became a vet, I had thought, for literally one day, about becoming a lawyer, (my brother was doing law at Oxford – his textbooks put me off), but then I got into vet school, which had been my plan since I could first remember, and I went off to Cambridge and had a fantastic time for six years.

Unfortunately, the actual job was not for me, so I went back to the careers services and took lots of blind aptitude tests that suggested the careers to which I was best suited. To my astonishment, the results consistently threw up ‘lawyer’. Based on that, I decided to look into it and quickly decided that a career at the Bar – rather than as a solicitor – was the one for me.

My veterinary degree and work history definitely made my CV different! The person who interviewed me for pupillage still recalls asking me about my experiences translocating wild elephants in Malaysia (a project that I had done in my fourth year). Working as a vet locum also funded my training costs.

How did you get to where you are today?

I applied to City University for a place on the common professional exam course, which covers the core subjects of a law degree in a year. It was a bit like nonstop cramming for exams, with a steep learning curve. I then applied for a place at Bar School (Inns of Court was the only place then, though there are lots more now). The next application process to get through was that for pupillage. I was very lucky; this was the easiest part for me, though I know that that is not a common experience. A friend of mine did a short placement (called a ‘mini-pupillage’) at a particular set of chambers. It was not for them, but they told me about it as they thought it would suit me. It did. Amazingly, the set thought the same, and offered me a pupillage after I had done a week's assessed mini-pupillage with them. At the time I did not realise what a godsend this was and I sat on the offer letter for a few weeks. I then woke up, and quickly wrote to accept their offer. I am still at this set and very, very happy there.

What does your job involve?

I spend a lot of time doing paperwork, ie, drafting documents for court (called ‘statements of case’), advising, researching for advice, etc. This paperwork is the groundwork for a case in court. I also appear in court, speaking on behalf of my clients, at applications and hearings. I also get instructed to act in mediations – a form of alternative dispute resolution where the parties meet and, with the assistance of a ‘mediator’, make a deal to resolve their dispute. I sit on a tribunal that hears complaints against barristers; I also write and give lectures to solicitors and other barristers in London and at firms across the country.

What do you like about your job?

It has huge variety. The work I do is interesting and demanding, and my colleagues are a pleasure to know and to work with. Best of all – I can choose when I want to work, and when I want to take holidays.

What do you not like?

There is a lot of pressure when a client is depending on you, and the outcome of their case depends on you performing at your best. There is no worse feeling than knowing that you have not done so.

Why is your job important?

For most professionals, being sued for alleged negligence is one of the worst experiences of their lives. Sometimes they have made mistakes; sometimes there is negligence – a lot of the time there is not. Usually these professionals have to carry on with their day-to-day job, and supporting their families while the claim is hanging over them. I know that they feel better about their position when they have met their legal team, heard the lawyers' advice, and know that they are no longer dealing with the claim on their own. I have been told many times that they are relieved to have someone else to worry about it, to have someone in charge.

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What advice would you give to someone considering a similar career?

The odds against getting a place as a tenant are high, but it can be done if you are prepared to be flexible, to go that extra mile, to move to the work, and to give it all you have got. Have no illusions about the job – it is absolutely nothing like the programmes on TV. The Bar is also nothing like the way it is portrayed – spend the time to find that out for yourself.

What's the best piece of advice you were ever given?

If you want it badly enough you will find a place at the Bar. You just have to want it that much.

What was your proudest moment?

Getting tenancy when I was so convinced that I would not be offered it that I had

lined up interviews to do corporate finance in the city!

… and most embarrassing?

That I had lined up interviews to do corporate finance in the city. Who was I kidding?

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