making the most of merger
Download
Skip this Video
Download Presentation
Making the Most of Merger

Loading in 2 Seconds...

play fullscreen
1 / 26

Making the Most of Merger - PowerPoint PPT Presentation


  • 88 Views
  • Uploaded on

Making the Most of Merger. Stephanie Biden Partner, Charity & Social Enterprise Department Carolyn Miller Consultant 15 May 2014. Why Merge?. Survival: financial/governance Response to commissioning and contracting or funding bodies Meet beneficiaries’ needs better Greater influence

loader
I am the owner, or an agent authorized to act on behalf of the owner, of the copyrighted work described.
capcha
Download Presentation

PowerPoint Slideshow about 'Making the Most of Merger' - fayre


An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.


- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -
Presentation Transcript
making the most of merger
Making the Most of Merger

Stephanie Biden

Partner, Charity & Social Enterprise Department

Carolyn Miller

Consultant

15 May 2014

why merge
Why Merge?
  • Survival: financial/governance
  • Response to commissioning and contracting or funding bodies
  • Meet beneficiaries’ needs better
  • Greater influence
  • Expand range of services
  • History of collaboration
other ways to collaborate
Other ways to collaborate

Spectrum of choices:

Collaborative working on issues/projects

Sharing knowledge

Joint venture contract or new entity

Shared services

Full merger

three key stages to merger
Three Key Stages to Merger

Groundwork

Compatibility

Heads of terms/confidentiality agreement

Due Diligence

Financial/legal/operational/cultural

Completion

Merger agreement

Practicalities (pre and post)

issues with asset transfer 1
Issues with Asset Transfer 1

B assumes liabilities of A

Therefore good due diligence vital

Simpler/cheaper resulting governance and management structure

Feels like a takeover (but it needn’t)

issues with asset transfer 2
Issues with Asset Transfer 2

Same issues as Asset Transfer 1, except:

Feels less like a takeover

More expensive

issues with groups
Issues with Groups

Tighter than mere contract arrangements

Cheaper to establish

No transfer of liability

More complex governance and management

Easier to persuade boards?

Useful stepping stone?

Reversible

Does it solve financial problems?

compatibility
Compatibility
  • Identify values
    • beneficiaries
    • objects
    • values or mission statements
    • policies
  • Future management and governance
  • Consultation
  • Trust
  • Name/brand/identity
due diligence key legal issues
Due Diligence: key legal issues

Constitutional

Objects

Powers

Members

Structural

Corporate/unincorporated

due diligence staff pensions
Due diligence: staff/pensions
  • TUPE
  • New staff structure?
  • The new CEO?
  • Pensions
    • Defined benefit pension schemes
    • Deal breaker?
due diligence contracts funding arrangements
Due Diligence: Contracts/funding arrangements

Contract of funding agreement

Consent (funding agreements)

Assignment v novation (contracts)

Risk – value?

Third party suppliers

due diligence land
Due diligence: Land

Freehold/leasehold property

Restrictions on disposition

Charges

Condition

Permanent endowment

Other special trusts

due diligence intellectual property and data
Due diligence: Intellectual property and data

Intellectual property (IP)

Brands, publications, databases

Data protection

Personal data

Consent

slide20
Due diligence: other issues
  • Litigation/disputes
  • Insurance
  • Information technology
  • Trading company
  • Investments
  • Tax/VAT
slide21
Due Diligence: Regulators
  • Charity Commission/OSCR
  • Homes and Communities Agency
  • Pensions Regulator
  • Care Quality Commission
  • Other sector specific
slide22
Merger Agreement
  • Warranties and indemnities
    • Purpose? To focus the mind?
    • Importance of due diligence process
  • Conditions
    • Regulators – consents/registration
    • Consents from funders/contractors
    • Member approval
  • Pre-assignment/novation/consent
  • TUPE
  • Announcements
slide23
Post Merger
  • Notifications
    • Banks
    • Contractors
    • Regulators
    • Register of charity mergers?
  • Final accounts
  • Winding up/striking off (NB Legacies)
slide24
Tips for Success
  • Shared vision
  • Strategic and organisational fit
  • Business case
  • Leadership
  • Recognising human factors
  • Good communications
  • Identifying deal breakers
  • Clear plans for merger process and beyond
  • Sensitivity to different organisational cultures
  • See: IVAR – “Thinking about… merger”
slide26
Stephanie Biden, Partner

[email protected]

Tel: 020 7551 7750

@StephanieBiden

Carolyn Miller, Consultant

[email protected]

Tel: 07780 678 346

ad