Women in the Workplace: Germany

“That’s the power of German engineering.” This phrase was used in Volkswagen advertisements to instill a sense of appreciation and respect for German innovation. As one of the world’s most established and well-developed nations, Germany—through its substantial influence in the automobile industry—has a legitimate claim to hosting a forward-thinking, aspirational population. One example of this mentality is found in Germany’s efforts to further incorporate women into its economy.

In 2006, the World Economic Forum (WEF) ranked Germany as the fifth-best country overall in its Global Gender Gap Report, awarding Germany a score of 75.2 (with a score of 100 representing exact gender parity).1 Of the various factors that influenced the overall score, Germany’s high rank was most heavily influenced by the “political empowerment” portion. And, on the other end of the spectrum, “educational attainment” and “economic participation and opportunity” were two of the factors that most negatively influenced Germany’s rank.

In many areas, once a high rank or position is achieved, complacency can begin to manifest itself. Sometimes, the maintenance of a preferred position becomes more difficult than simply obtaining it. In some ways, Germany is experiencing this phenomenon in its integration of women into the workforce. German women’s education, traditional work industries, and wage gap are a few areas that give insight into Germany’s progress over the last decade and its status today.

Education

As of 2017, women account for just under 50 percent of bachelor’s degrees in Germany,2 and the German federal government’s website claims that—using college degrees as the sole metric—today’s women are twice as educated as their mothers.3 This “micro-census” showed that 30 percent of 30- to 34-year-old women have college degrees, while only 15 percent of women of ages 60 to 64 hold degrees. To provide context for these numbers, the same data showed that men only experienced one-third of the growth (going from 22 percent to 27 percent.)

Traditional Industries

Compared to the member-countries of the Organisation for Economic Co-operation and Development (OECD), German women are slightly less likely to hold management positions.4 Some of this can be explained by the data that indicate that of all the German women who work, 37 percent work part-time. Intuitively, this can factor into women’s lack of promotions and decreased chance of substantial pay increases.

Further, the data detailing where women are executives is insightful: according to Germany’s Federal Statistical Office, women make up 64.6 percent and 61.3 percent of executives in the education and human health/social work industries, respectively.5 The same press release notes that, “In these branches, the proportion of women among all persons in employment is higher, too.” So, although roughly 29 percent of all executives are women, their representation varies greatly by industry.

Germany has put some legislation into motion that aims to equilibrate these imbalances. As of 2016, “a gender quota of 30 percent has been in place for the supervisory boards of businesses that are listed and are subject to parity-based co-determination.”6

Wage Gap

Based on survey information collected by the World Economic Forum in 2017, Germany is currently the 49th ranked country out of 144 in terms of gender wage gap.7 The responses from the survey suggested that women, on average, earned 68 percent of a male’s earnings for similar work. When exclusively considering full-time employees, though, the gap shrinks to roughly 17 percent.8 In other words, women who work part-time are typically subjected to a significantly larger wage gap compared to those women who work full-time.

Germany seems to be cognizant of these facts. In Germany’s annual report on sustainable development indicators, they said this:

[T]he measurable key reasons for the unadjusted pay gap are the different sectors and jobs in which women and men are employed and the performance group, that is, the specific workplace requirements in terms of leadership and qualification. There are additional factors such as a shorter period of service and a lower scope of employment. By the reasons mentioned, around two thirds of the difference of the hourly wages can be statistically explained. The remaining third of the difference in earnings corresponds to the adjusted pay gap. This remaining 7 [percent] of wage difference between men and women cannot be explained using the above-mentioned variables.9

To combat these statistical findings, in 2016, the “General Act on Equal Treatment” banned pay discrimination, and the federal government plans to take even more action. Legislation is currently in the works to require a company that has more than 500 employees to report on any pay differences.10 Further, Germany has taken some measures to assist in qualitative ways. The OECD says that, “Germany is among ten OECD countries that offer strong financial incentives to fathers to take parental leave for at least two months.”11 With this, women are able to more fully share familial responsibilities, remain consistently employed, and receive on-par promotions more frequently. Overall, the German government is working toward a goal of reducing the pay gap to 10 percent by 2030.12

Conclusion

According to the most-recent WEF Global Gender Gap Report, Germany currently boasts a score of 77.8—an increase of 2.6 points since 2006.13 Although Germany’s gross score has improved, the country is currently the 12th-best in terms of overall gender gap. Comparatively speaking, Germany has slowly been passed by other countries. In fact, an article by the WEF said, “Germany [is] … set to close [its] gender gaps in more than 60 years, longer than countries which are currently ranked lower.”14

Women in the Workplace

In the last century, women’s rights and opportunities have grown dramatically in the United States and other countries around the world. In very few areas are these changes as pronounced as in women’s role in the workforce. Cultural, political, and economic factors all push and pull social norms and contribute to these changes, and their relationships are complex. Gaining a basic understanding of the role gender plays in workplaces around the world is a vital step in the successful navigation of the global marketplace. The articles in this series will aim to present a basic picture of what the workplace looks like for women around the world primarily on the basis of access to education, labor force and industry participation demographics, and wage gaps.

Education

One fundamental cultural factor that helps determine how women participate in the economy the quality and quantity of education they are able to attain. The quality of education available to women and the level of education they complete has a major impact on their quality of life and that of their families. Women who complete lower secondary school are more likely to earn more, be healthier, and make better decisions than women who do not. According to a study done by the World Bank, the estimated cost of not educating girls (in lost human capital) is between $15 trillion and $30 trillion US dollars. (World Bank) The costs and benefits surrounding women’s education shape the cultures and economies those women live and work in.

Workforce Participation

Where do women around the world work? Decisions are never made in a vacuum, especially career decisions. The choices that anyone makes about what career to pursue are powerfully influenced by many factors, from the psychosocial like stereotypes, family patterns, and industry subcultures to legal and practical factors like occupational segregation, childcare options, and the laws surrounding sexual harassment. The outcomes of all these factors are often reflected in whether women choose to work outside the home (labor force participation rate), industry demographics, and what opportunities they encounter throughout their careers.

Wage Gaps

The definition and causes of gender wage gaps are widely debated, but they do exist in many places around the world. Suspected causes of wage gaps include lack of access to education, occupation and industry choices, lack of experience, and social expectations and perceptions. These gaps have a significant impact on women’s economic power and help shape the way women interact with both their workplaces and the economy as a whole.

The aim of this series is to illustrate how women influence and are influenced by the economies and cultures they participate in. In addition to the indicators listed here, many of the articles in this series also include other cultural factors unique to the country or region considered. The cultures surrounding women and their workplaces will have lasting influences on not just the women themselves, but their families, their communities, and their societies. To successfully navigate business in these settings, one must have a sound understanding of both gender dynamics and the cultural shifts that are changing those dynamics.

Hindu Undivided Families

For the most part, businesses in India look a lot like businesses in the United States. General partnerships, corporations, limited liability companies, and sole proprietorships all exist, although some go by different names. One unique structure that India’s culture has fostered is the Hindu Undivided Family (HUF). The strong value placed on relationships, hierarchy, and top-down decision making are all distinctly apparent in this Indian business structure, though its role may be changing.

Structure

HUFs generally consist of “all persons lineally descended from a common ancestor and includes their wives and unmarried daughters.”1 Under this system, a karta, or a manager (often the patriarch or oldest son of the family) is responsible for managing the assets of the HUF. The HUF is a distinct taxable unit, and so members of an HUF are not subject to individual taxes on the amounts they receive from the HUF. The tax benefits don’t always outweigh the costs though.

HUFs are relatively easy to set up but can be difficult to break or modify. Because they are designed to keep property and assets together, HUFs can’t be partially dissolved, or rather, individual members can’t withdraw their interests without completely dissolving the HUF. Partitioning HUFs can lead to heavy taxes. The karta also can’t dictate who gets shares in an HUF, or how big those shares are; those elements are dictated by law.2 The challenges of new members, differing lifestyles, unclear lines of succession, and simple family conflict all take their toll on these businesses. Most family businesses in India last for about three generations before splitting.3

Cultural Implications

Hierarchical. Compared to many other countries, especially the United States, India is far more hierarchal than egalitarian.4 These values are clear in an HUF, where having a karta act as the boss helps to limit the consequences of conflict that might arise between members of the business. For a business that can’t always limit its number of members, respect for the leader becomes increasingly important. The reluctance of younger members to voice disagreement with the karta, or even older members, can also hurt a business facing modern issues.

Decision Making. Along a similar line, India follows a top-down decision-making approach.5 This cultural element allows HUFs to operate more easily because decision-making authority is centered with the karta. When conflict arises between members, the HUF could have a difficult time completing the simplest of transactions.6 However, having a single decision maker can help the business act decisively and move past issues that could prevent it from operating.

Relationship Based. In India, personal relationships are essential to business relationships.7 This is especially true for family businesses, where personal relationships are business relationships. Because family members can do very little to shut each other out of an HUF, maintaining positive relationships with each other is critical to the survival of the business. Sorting out HUF membership interests can take years to unravel if interests are transferred unexpectedly.8 Having strong personal connections helps prevent these complications and makes business transactions smoother.

Changes

Historically, sons and grandsons would receive an interest in the HUF equal to their father’s, but daughters would only receive a portion of their father’s interest. The Hindu Succession (Amendment) Act of 2005 made daughters’ inheritance rights equal to sons’, and a 2015 ruling confirmed that women could serve as kartas by virtue of birth order.9 John Ward, Professor of Family Enterprise at the Kellogg School of Management, believes that the shift to include women will help reduce the rate at which Indian family businesses split. As he states, “A family that only has brothers at the helm is the most unstable form of business enterprise. Brothers often end up with ego issues. If you involve daughters and other members then the bond is stronger.”10

Many HUFs turn to their younger members to solve new and complex issues. This makes sense—the younger generation is often more educated and open to new concepts. However, respect in these organizations often means remaining silent rather than disagreeing, so members of the younger generation may still remain silent on issues they have ideas about. The younger generation is frequently responsible for executing the decisions of the older generation, especially regarding succession. If the participants don’t agree with the plan, they won’t act on it, even if a legal document exists.11

Although HUFs may continue to be used as a family business structure, they are less common than in the past. Evolving business environments will undoubtedly lead to changes in how these businesses are run, but they continue to highlight major characteristics of business culture in India.

Case Study of a Failed M&A—Concluding Thoughts on HP’s Acquisition of Autonomy

The Mergers and Acquisition Synergies Framework we developed includes measures from research on national culture by Geert Hofstede, Erin Meyer, and Sidney Gray. We used their data to show how cultural factors in cross-border mergers and acquisition can lead to success or failure. Our research is limited to national culture factors, yet as seen in a few instances above, corporate culture can be different from national culture. These differences can cause culture clashes of their own. Further research needs to be performed to explain the differences between national and corporate culture.

Even in the best of circumstances, M&A can be fraught with difficulties. Adding in the complexity of making deals across borders necessitates a greater level of diligence in every phase of the process. Whether the merger failed due to fraudulent accounting or incompetent management by HP,1 the HP Autonomy debacle shows how differences or even similarities in national culture can precipitate difficulties in the post-merger integration process. HP’s failure to properly integrate Autonomy exhibits how value can be destroyed when firms aren’t able to resolve cultural differences. Thus, we recommend that firms engaging in cross-border deal making include researching national culture’s potential impact on post-merger integration a part of the due diligence process.

Previous: Case Study of a Failed M&A-The Role of Accounting and Finance in HP’s Acquisition of Autonomy

Case Study of a Failed M&A—The Role of Accounting and Finance in HP’s Acquisition of Autonomy

Just 14 months after the acquisition, HP wrote down 80 percent of Autonomy’s purchase price. Four years later, HP sold Autonomy for a fraction of what it paid to acquire the company.  The differences in the accounting standards used by each company allowed Autonomy to recognize revenue in a more aggressive way. Ultimately, HP accused Autonomy of fraud.

 Accounting Methodology

Accounting Standards. Generally, large merging companies hire auditors to provide a due diligence report based on a target company’s financial and accounting records. These due diligence reports include differences caused by differing reporting standards. One of the major problems in the merger between HP and Autonomy came from the different accounting standards used in the U.S. and U.K. The U.S. has more rules-based accounting rules compared to the international accounting standards used in the U.K. The idea of rules- versus principles-learning is seen in the difference in reporting standards, clearly summarized by Floyd Norris in the New York Times. Norris explains, “American rules, known as generally accepted accounting principles, or GAAP, are much more specific on how to decide the relative values, while international rules tend to state principles the company should apply and offer limited examples to guide the decision.”1

Specifically, Autonomy used International Financial Reporting Standards (IFRS), which allows sellers to recognize revenue for sales on value-added resellers if specific criteria are met, but company management must use their judgement to determine when the criteria are met. Under U.S. GAAP, there are specific guidelines for revenue recognition for software sales.2 This is clearly a difference between the principles-based method in the U.K. and rules-based method in the U.S. IFRS gives standards and lets companies apply those standards using their judgement while U.S. GAAP gives standards with examples of how to apply those standards. This difference in standards led to misinterpretations of Autonomy’s revenue growth which is discussed below under the subheading ‘valuation’. Even though HP hired a team to create a due diligence report, Apotheker and the board failed to read it which lead to problems that could have been avoided.3

Valuation. On October 3, 2011 HP announced the completion of its acquisition of Autonomy for over $11.7 billion – representing a premium in excess of 79 percent of Autonomy’s closing share value4. While companies are, generally, required to pay a premium when acquiring another company (i.e., control premium), HP’s premium payment for Autonomy was derided, even then. Generally, companies don’t pay a premium as high as HP paid unless they are a part of a bidding war. In the absence of a bidding war, premiums tend to be more modest. For example, the average premium paid in deals similar to Autonomy’s (technology deal with an enterprise value of $10 billion or more) is only 32 percent.5

In the deal-making world, paying a premium is normal. In fact, the only time firms don’t pay a premium is when they structure the deal as a “merger of equals” or when the target’s share price rises when a possible deal is leaked. The rationale behind paying a premium is that companies will be able to combine their resources and function at a level higher than what the individual companies could accomplish separately. This, seemingly hidden, value is referred to as synergies and represents a significant rationale for making deals.

In this case, HP reportedly valued Autonomy “at more than $17bn, including a standalone value of $9.5bn and $7.4bn in ‘revenue synergies.'”6 Oracle’s response to a pitch meeting (a meeting where a buyer or seller will pitch the opportunity to make a deal before engaging in more serious negotiations) illustrates the subjectivity inherent in the valuation process. After HP announced it would acquire Autonomy, Larry Ellison (CEO of Oracle) said, “Oracle refused to make an offer because Autonomy’s current market value of $6 billion was way too high.”7 The fact that HP bid an amount nearly double what Oracle balked at shows the level of subjectivity inherent in valuing a firm’s standalone value and its potential synergies.

Another potential level of complication in the valuation process stems from potential differences in accounting standards.  As noted in the accounting standards section, HP uses U.S. GAAP, which is rule-based, and Autonomy used IFRS, which is principle-based. HP’s valuation of Autonomy differed from reality, in part, because of differences in revenue recognition between these two standards. “Target [Autonomy] recognizes revenue for license sales upon sell-in to its VARs [resellers] rather than on a sell-through basis to end customers.”’ 8 Under this accounting method, IFRS allows Autonomy to recognize revenue earlier than U.S. GAAP. Even though HP accounted for the differences in accounting values correctly in the due diligence process, potentially, fraudulent activity caused HP to overvalue Autonomy.

HP’s failure to properly value Autonomy is evidenced in their write down of 80 percent9 of Autonomy’s value just 14 months after the acquisition, as well as the subsequent divestiture of Autonomy four years later. In the best of circumstances, valuation is an incredibly murky process. HP’s overvaluation is, likely, the result of a complicated process coupled with differing accounting standards and fraud. Still, HP’s overly myopic focus on anticipated synergies led to exaggerated expectations, and ultimately, a merger doomed to failure before the ink dried on the offer sheet.

Professional Behavior

Optimism. Sidney Gray, the father of national culture’s effect on accounting, lists the dichotomy between conservatism and optimism as one of the major cultural dimensions affecting the practice of accounting. In practice, conservatism leads accountants to defer the recognition of revenue and accelerate the recognition of expenses. Where conservatism leads to more cautious practice of accountancy, optimism has the opposite effect. Gray’s research identifies the US and the UK as two of the most optimistic countries on earth. This section will discuss how optimism effected Autonomy’s accounting practices, as well as, HP’s rationale for making the decision to acquire Autonomy despite fierce opposition from their own shareholders.

Autonomy

In the aftermath of the failed merger, accusations of serious accounting improprieties were levied against Autonomy. In reality, Autonomy was a publicly listed company and received audits, so the degree of financial misrepresentation HP accuses Autonomy of committing is likely overstated. The role of the auditor is to provide assurance that the information recorded in the financial statements is fairly represented and follows accepted accounting standards and practices. Autonomy’s management would have to formally state their accounting methods in the company’s financial statements, so we know that they at least received approval from their auditor. Unfortunately, we do not know to the degree to which Autonomy’s revenue was overstated.

It is possible that a portion of the, alleged, accounting discrepancies are driven by the cross-section of UK based accountants’ tendency towards optimism and the principles-based practice of IFRS. While US based accountants exhibit similar inclinations toward optimism, the rules-based GAAP provides an objective standard when recognizing revenue. While the US accounting standard setting body and the international accounting standard setting body have subsequently issued a converged revenue recognition standard, the applicable accounting standards (i.e., GAAP and IFRS) at the time of the merger did exhibit considerable variation.

Hewlett-Packard

While HP was levying accusations of fraud against Autonomy, others were questioning the overall rationale of acquiring autonomy. In an interview with the Financial Times, one management researcher posited, “They are using this deflection tactic, but there is much more to this – the story is really the poor due diligence and the human aspects of why they would be motivated to make what we now know was a bad bet.”10

While the researcher quoted has the benefit of hindsight, there were indicators present, which should have discouraged the Autonomy deal.  First, upon announcing a deal to buy Autonomy, HP shares precipitously declined 12 percent and HP’s market capitalization tumbled $15 billion in reaction to the merger. Second, HP fired the CEO (Apotheker) who spearheaded the deal. Third, underscoring the untenability of HP’s pursuit of Autonomy is the fact that 70 to 90 percent of acquisitions fail.11 Finally, HP had a history of poor choice in acquisition targets – as evidenced in the following statement from the Financial Times:

As Meg Whitman, HP’s latest chief executive, disclosed a writedown of $8.8bn on the Autonomy deal, she made it sound like a unique scandal. But three months ago, she wrote down $8bn on its $13.9bn purchase of Electronic Data Systems in 2008. Not even that collapse matched Leo Apotheker, her predecessor, who wrote off more than the $1.2bn HP had paid for Palm in 2010…. With management and accounting like that, it is surprising HP has a balance sheet left.  This cascade took $20bn of goodwill and intangibles off its assets this year – almost matching its $23bn market capitalisation.12

So, in spite of ardent disapproval from its shareholders, firing its CEO, and its well-known failure in M&A, HP persisted. HP’s, seemingly illogical, persistence is described by the social psychology term “unrealistic optimism.”13 Unrealistic optimism is a tendency for individuals to rate “their own chances to be above average for positive events and below average for negative events.” Furthermore, Neil Weinstein, a social psychologist, lists the following as affecting one’s degree of unrealistic optimism: desirability, perceived probability, personal experience, and perceived controllability.14 HP’s desire to move into software and computing, combined with their belief that they could effectively manage and control integration led its management to behave with unjustifiably high levels of optimism.

The degree to which HP’s management team acted with unreasonable optimism manifests itself in the form of negligent leadership (i.e. failing to heed the Auditor’s due diligence report15 and ignoring concerns in relation to Autonomy’s accounting16), payment of an unjustifiably high premium, and refusal to walk away from an obviously unpopular acquisition.

Fraud/Earnings Management. A statement issued by HP says, “HP is extremely disappointed to find that some former members of Autonomy’s management team used accounting improprieties, misrepresentations and disclosure failures to inflate the underlying financial metrics of the company, prior to Autonomy’s acquisition by HP.”17 The statement accuses Autonomy of fraudulent accounting practices. An investigation by the SEC found:

The former CEO of Autonomy’s U.S.-based subsidiary in San Francisco, Calif., participated in an accounting scheme orchestrated by Autonomy’s U.K.-based senior-most executives to meet internal sales targets and analyst revenue expectations. Autonomy issued materially false and misleading financial reports that overstated revenues in 10 consecutive quarters. Autonomy’s executives also directed HP’s due diligence team to rely on these false filings in connection with HP’s acquisition.18

Part of the reason HP wrote down Autonomy is due to “inappropriate recognition of revenue on software sales to value added resellers.”19 Appropriate revenue recognition to value added resellers is allowed under IFRS but not under U.S. GAAP. However, as Jack T. Ciesielski noted, “Accounting standards can’t prevent the creation of false documents or backdated purchase orders. No set of rules, not even the new revenue recognition standard, can prevent mischief by managers expected to play by the rules.”20 The blame cannot all be placed on the difference in standards. In this case, it looks like Autonomy’s intention was to grow revenues and meet earnings expectations:

The bogus transactions were designed to look real and throw suspicious parties off the trail. Backdated documents don’t look different from ones that aren’t backdated; the cash paid from the round-trip transactions was arranged to make dummy receivables look real. That would likely satisfy auditors, if their suspicions were unaroused otherwise.21

Differences in accounting standards between corporation’s financial statements need to be scrutinized during the due diligence process, but there is always a chance of fraud going undetected on the target company’s books.

Previous: Case Study of a Failed M&A: The Role of Environment in HP’s Acquisition of Autonomy

Next: Case Study of a Failed M&A: Concluding Thoughts on HP’s Acquisition of Autonomy

Case Study of a Failed M&A—The Role of Environment in HP’s Acquisition of Autonomy

The public had mixed opinions about the HP-Autonomy merger. Some shareholders felt that HP overpaid to acquire Autonomy, a sentiment picked up by the media. Many of the shareholders’ concerns were valid and stemmed from the lack of transparency concerning the deal.

Public Acceptance

Public Perception. The Cherokee have a proverb stating, “Listen to the whispers and you won’t have to hear the screams.” The quote is used to remind those in charge to be mindful of public feedback. Companies can receive feedback in a myriad of ways including increase (decrease) in share price and positive reactions from investment analysts and journalists. The rise of social media has increased the ability for the public to voice its opinions for and against cross-border deals. While most expressed interest for such a large acquisition, there were others expressing disapproval and confusion. One twitter user humorously noted, “Today at my kids (sic) kindergarten orientation the most OH convo was #HP/Autonomy and how it made little sense.”1 While many tend to discount the opinions of the layman, they can be an effective source of feedback: the public’s opinion was spot-on in the case of HP and Autonomy.

Overpayment.Just one month after HP announced its plan to purchase Autonomy, the media produced a plethora of reports revealing the public’s opinion that HP paid too much for Autonomy. The expression of this opinion can be seen by the fall in HP’s stock price throughout HP’s courting of Autonomy: “Between August 18, 2011 (the date the deal was announced) and October 3, 2011 (when the deal was consummated), HP’s market cap plummeted by $15 billion from $58.5 to $43.5 billion.”2 These opinions perhaps foreshadowed the write-down of Autonomy’s value just over a year after its acquisition. One writer simply suggests that Autonomy was not worth the value HP paid; “He overpaid for what is essentially a second-tier software company.”3 Another writer was more aggressive in his opinion by saying, “Of course it was absurdly high. An 80% premium to where Autonomy was trading in London! In fact, here is how newly-installed HP CEO Meg Whitman responded when asked if her predecessor overpaid: ‘It is what it is.’” 4 Whitman seemed to have the same mindset as a writer who said, “While most agree that HP overpaid for Autonomy, the deal is done and it’s got to make the most of it.”5 Since Autonomy had shown increasing growth over periods prior to the acquisition announcement, one writer mentioned that, “…HP, desperate to do a deal, simply overpaid for a company that was going to struggle to maintain its sales and earnings momentum and was deluded about its abilities.”6 This writer not only thought HP overpaid, but also thought that Autonomy would struggle to keep their sales as high as they had been.  Clearly, most of the public agreed that HP overpaid for Autonomy. This united opinion of overpayment may have been a warning for HP to work hard to create the value it expected from Autonomy.

Shareholders. A major indicator that the merger between HP and Autonomy might not work out came from the concerns of HP shareholders.7 Part of the reason that shareholders voiced opinions opposing HP’s acquisition decision relates to the overall lack of transparency HP demonstrated in its briefings to the public. “HP’s failure to communicate convincingly the benefits of the deal to its shareholders, as demonstrated by the significant fall in share price on the day of the announcement, was the start of the transaction’s downfall.”8 Shareholders were confused as to why HP purchased Autonomy when HP’s focus in the past was hardware and Autonomy was a software company. “‘I haven’t really seen a significant long-term vision from HP around Autonomy,’ she said. ‘This company acquisition is a completely different focus from HP’s roots.’”9 Shareholders were not made aware of the benefits Autonomy would provide and HP did not provide information as to the direction it was going in purchasing Autonomy. Because of this lack of communication, shareholders were against this merger from the beginning. In hindsight, HP should have heeded the public’s criticism of the proposed merger. While they possessed little ability to drop the tendered offer, they certainly could have used the feedback to guide their integration strategy. Instead, they failed to “hear” what the public was saying, and suffered as a result.

Previous: Case Study of a Failed M&A—The Role of Management in HP’s Acquisition of Autonomy

Next: Case Study of a Failed M&A—The Role of Accounting and Finance in HP’s Acquisition of Autonomy

Case Study of a Failed M&A—The Role of Management in HP’s Acquisition of Autonomy

Leadership changes at HP soon after the merger resulted in friction affecting employees in both companies. HP’s decentralized management style conflicted with the hands on approach Autonomy’s CEO Michael Lynch used. Autonomy’s entrepreneurial management method clashed with the HP’s entrenched hierarchical structure.

Leadership

Leadership Turnover. Leadership turnover, or the act of changing CEOs during the acquisition or integration phases, is quite common for HP: it has a history of replacing its own CEOs soon after it acquires another firm.1 At the time of the acquisition of Autonomy, Léo Apotheker was CEO of HP. Apotheker’s vision for HP included entering the software industry while trying to exit the PC business.2 He moved his vision forward by purchasing Autonomy, but his time at HP was cut short when the board at HP fired him shortly after announcing the acquisition.3 In hindsight, firing Apotheker was probably not the best course of action; Michael Lynch and Apotheker had a working relationship built on a mutual background in computer hardware and through cooperating on the Autonomy acquisition. Lynch responded to Apotheker’s dismissal saying, “Autonomy was left to try to integrate into HP without the very people who had conceived of the acquisition and who were uniquely positioned to execute that integration.”4 The problems with changing management became obvious: the new leaders were not as invested in integrating the purchased company, and there was no longer an established relationship between new and old CEOs.

In addition to changing its own CEO, HP struggled to retain Autonomy’s management. One commenter highlights HP’s inability to maintain the management of its acquired companies saying, “HP has had similar problems hanging on to the bosses of other hi-tech firms it has acquired.”5 The change in leadership from Apotheker to Whitman left many of the top executives at Autonomy frustrated and disenfranchised, and subsequently the President, CFO, CTO, CMO, COO, and the head of Aurasma (a division in Autonomy which created an augmented reality technology) left the company shortly after Meg Whitman became CEO of HP.6 Lynch didn’t last much longer, departing just eight months after Autonomy was acquired.7 HP failed to recognize and learn that maintaining top management at its target company will give employees an example of how to act in the process of merging cultures. This change in management negatively impacted the operations of the combined company.

While HP wanted Autonomy’s culture, technology, and people, it did not realize that “acquiring a firm with a valuable knowledge-based resource…does not ensure that the knowledge is successfully transferred to or combined with the resources of the acquirer during acquisition integration.”8 The failure to retain the talent and knowledge is exemplified by the “estimated 25 per cent of Autonomy’s staff” which left within seven months of the merger closing.  In failing in the early stages to effectively communicate and integrate, many of Autonomy’s employees felt alienated and left – dealing a severe blow to an already tenuous union.  Four years after the acquisition (in 2015) one employee said, “Management is in constant flux due to frequent organizational changes, and will generally only communicate with engineers to ensure critical issues are getting immediate attention.”9 Thus, HP and Autonomy illustrate the fact that the effects of management turnover can be pervasive, long-term, and debilitating.

Large Power Distance vs. Small Power Distance. One sign of an emerging problem in mergers stems from the difference in organizational structure of the merging companies. According to Meyer and Hofstede, the U.S. is typically more egalitarian while the U.K. is more hierarchical.10 Even though the U.S. is relatively more egalitarian than the U.K., HP and Autonomy exhibit the opposite cultural norm—yet again. HP is an established company with many layers of management, whereas Autonomy was small and run mainly by its founder and CEO, Mike Lynch. HP is formed in a hierarchical structure which is necessary because of the size of its operations. In contrast, Autonomy had an egalitarian structure which links back to the roots of the organization: Lynch was still in charge and highly involved in every operation of the company. An article in Business Insider notes, “He ran this company like a small private company, he was involved in all facets of the company, he was extremely hands on.”11 The level of involvement Lynch had at Autonomy is surely impossible in a corporation as large as HP, and this difference caused tension between the two companies; “It is a classic case of entrepreneurial spirit curdled by the culture of big business.”12

Though national cultures differ with regard to individual attitudes toward preferred organizational structure, neither country exhibits a strong inclination towards highly uneven power distributions.13 Moreover, the UK scores a 35 on the power distance index (PDI) which “sits in the lower rankings of PDI – i.e. a society that believes that inequalities amongst people should be minimized.”14 As aforementioned, Autonomy operated with a relatively low amount of power distance prior to combining with HP. Initial communication from HP suggests that “HP made promises to leave Autonomy’s culture alone. ‘The lioness not rolling over her cub’ was how it was expressed by some HP executives. But over several months HP began to exert more control, leaving employees increasingly disgruntled.” Had HP respected Autonomy employees’ discomfort with uneven distributions of power, many of the “culture clashes” could have been avoided. This isn’t to say that employees from all nations exhibit strong intolerance toward uneven distributions of power. For example, Chinese employees tend to exhibit little discomfort with large levels of uneven power distribution – as evidenced by their score of an 80 on the PDI.15 The culture clashes exhibit the importance of tailoring the integration style in cross-border M&A. In this case, Autonomy employees saw a relatively egalitarian structure become increasingly more hierarchical, which made them feel alienated in the new organizational environment.

Next: Case Study of a Failed M&A—The Role of Behavior in HP’s Acquisition of Autonomy

Next: Case Study of a Failed M&A—The Role of Environment in HP’s Acquisition of Autonomy

Case Study of a Failed M&A—The Role of Behavior in HP’s Acquisition of Autonomy

Autonomy’s work culture was different from what HP anticipated. HP found Autonomy’s culture to be more task–based and confrontational than HP’s culture. These behavioral problems were never resolved and resulted in friction and distrust.

Characteristics

Task-based vs. Relationship-based. Erin Meyer, author of The Culture Map, suggests that in business settings, the U.S. is more highly task-based while the U.K. is more relationship-based. A task-based culture focuses prioritizes getting the job done; whereas, relationship-based cultures need to build trusting relationships before work can be performed. In the case of HP-Autonomy these values were flipped, which could be a result of the maturity of the companies.

Although HP is a large company, Whitman appeared to be more concerned with building relationships than the typical bureaucratic CEO. After being named CEO of HP, Whitman said, “Relationships really matter. Not only your husband and your children, but the relationships you build along the way. It’s a small world, and always treat other people the way you would like to be treated yourself.”1 Whitman attempted to bring this relationship-based attitude into HP soon after her entrance as CEO; “One of the first things I did was tear down the fence and move all of our executives into cubicles. We now walk in the same door as the rest of our employees. This was symbolic of the kind of culture that we wanted to build.”2

Whitman was focused on bringing a relationship-based environment to HP, but this was a big difference compared to how employees at Autonomy were used to working. At Autonomy, Lynch was a task-based leader: “Business partners and attorneys close to the case paint a picture of a hard-driving sales culture shaped by Mr. Lynch’s desire for rapid growth.”3 Lynch cared more about getting the job done than he cared about building strong employee relationships. “Mr. Lynch is known as an exacting task-master with a ruthless attention to detail. People who have worked for him joke about “needing a hard hat” when called into his office.”4 This theory is supported by an unnamed executive who said Lynch, “told his people, Meg, anyone who’d listen, that HP should not get involved with Autonomy.”5 Lynch obviously did not care about building relationships with those at HP. “Mr. Lynch has little affection for US-style networking. Instead he relishes the pose of nerdy outsider, making waspish observations about Silicon Valley schmoozing.”6 The clash between Whitman’s relationship-focused versus Lynch’s task-focused style of leadership caused another cultural divide between HP and Autonomy.

Confrontational vs. Avoids Confrontation. Distinct cultures handle confrontation differently; some cultures welcome debate in order to create harmony while others see confrontation as rude. Meyer’s framework portrays the U.S. business environment as, generally, more confrontational than the U.K. However, Autonomy and HP’s characteristics contradict Meyer’s position. Autonomy’s environment is considerably more confrontational—with management described as confrontational towards employees. An employee review on Glassdoor stated, “The previous leadership prior to the acquisition by HP was confrontational and rough on employees but great energy has been spent to turn away from that legacy.”7 During interviews with the Wall Street Journal, former Autonomy employees, “describe [Lynch] as a domineering figure, who on at least a few occasions berated employees he believed weren’t measuring up.”8 Lynch has also been described as “a brilliant man known for his brutish office manner….”9

In contrast, Meg Whitman is calm under pressure and agreeable to employees. For example, in a shareholder meeting, Whitman responded to confrontational questions by simply stating HP just needs to keep doing better in the future.10 In this case, Lynch’s more confrontational manner conflicted with Whitman, and—as a result—it was hard for them to work together.

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Next: Case Study of a Failed M&A—The Role of Management in HP’s Acquisition of Autonomy

Case Study of a Failed M&A—The Role of Communication in HP’s Acquisition of Autonomy

HP had little experience managing software and found the software business unfamiliar. HP ultimately made the decision to let Autonomy function as an independent unit. Consequently, effective communication between the two companies was not developed.

Information Availability

One indicator that HP’s acquisition of Autonomy would not yield the anticipated results is communication, or lack thereof, between the two companies. A key takeaway from Why Deals Fail: And How to Rescue Them is that “A high-quality communication plan is crucial to the success of a deal….”1 Elements of a high-quality communication plan include openness and principles vs. application based learning.

Openness. Correct implementation in the beginning of a merger, including open communication and integration of the two companies, is critical to the success of the combined entity. In this case, HP had trouble fusing Autonomy into its other operations from the start. Initially, HP left Autonomy to operate as its own unit.  One source noted that, “According to [Mike] Lynch, Autonomy has been kept quite autonomous in HP…,”2 while another noted, “Mike Lynch, who founded Autonomy in 1996, will continue to be chief executive of Autonomy, which will be run as a separate business unit. He reports to Ms. [Meg] Whitman.”3 Given this information, it seems that the integration of Autonomy was not a high priority. HP wanted to create more value with Autonomy by expanding its business into the software market, yet in failing to properly integrate Autonomy, HP forfeited many of the potential synergistic gains. In another instance, a source noted, “Autonomy employees were physically barred from entering HP facilities, and Autonomy was forced to go through the tedious process of becoming certified as a ‘partner’ before it could work with other HP divisions, exactly as it would if it was a third-party company.”4 In spite of the lack of integration, many former Autonomy employees complained that HP’s bureaucratic culture “made it difficult to get things done” and that the “endless series of conference calls and form-filling felt ‘like being water-boarded.'”5

The fault doesn’t rest solely on HP, however. The CEO and founder of Autonomy, Mike Lynch, seemed difficult to work with as well:

An HP executive [stated] Lynch was not interested in moving forward once the deal was completed. “He was at every strategy session, was in person or on video for every meeting of the executive council…He wouldn’t work with anyone. Sometimes he was enthusiastic, but other times he’d say, ‘This makes no sense. I’m going back to London.’”6

It is even said that, “at a going-away party, an H.P. lawyer presented Mr. Lynch with a sweatshirt with the word ‘integration’ and a line through it.”7 By limiting communication between themselves, HP and Autonomy inhibited their chances of achieving successful integration.

Previous: Case Study of a Failed M&A—Introduction to HP’s Acquisition of Autonomy

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Case Study of a Failed M&A—Introduction to HP’s Acquisition of Autonomy

Shortly after Hewlett-Packard appointed Leo Apotheker to lead the company, the board approved the acquisition of the UK-based software company, Autonomy. Hewlett-Packard, well known for its computer hardware, thought the synergies it could have with Autonomy coupled with its brand recognition would give it a strong presence in the software market. This series explores management’s cultural misstep using the Mergers and Acquisitions Synergies Framework to examine how this acquisition ultimately lead to a failed merger.

Introduction

On September 7, 2016 Hewlett Packard Enterprise Co. announced an $8.8 billion deal to sell the bulk of its software division to Micro Focus International PLC.  The deal represented the divestiture of Autonomy Corp—a software maker acquired in an $11.7 billion mega deal just five years prior. The marriage of the two firms was rocky from the onset, with HP’s shareholders decrying the 79 percent premium HP paid as abhorrently high.1 On November 20 of the following year, Hewlett-Packard announced an $8.8 billion write-down of its investment in Autonomy – citing “serious accounting improprieties… and outright misrepresentations.”2 The allegations of fraud were rebutted by Autonomy’s former CEO Michael Lynch and marked the beginning of a disastrously messy public relations battle fought by Autonomy’s ousted CEO and members of HP management.

In November 2010 Hewlett-Packard, a technology firm based in Palo Alto, California, brought in Leo Apotheker as its new CEO. Apotheker was expected to contribute to HP’s growth through completing value accretive acquisitions. Within a year of being hired, Apotheker spearheaded HP’s acquisition of Autonomy, a software company founded at the U.K.’s Cambridge University. The acquisition of Autonomy represented a marked shift in strategy for HP. While HP had demonstrated capability in the hardware market, they possessed very little prowess in software and computing. Thus, Apotheker attempted to catalyze HP’s entrance in the software market by buying an already well-established company.

Although HP claims that the write down was due to “accounting improprieties”3, there are other factors belying this failed merger. The remainder of this paper provides insight into the impact of cultural differences on the HP-Autonomy debacle, offers examples, and provides guidance about due diligence for cross-border mergers. This paper focuses on the cultural factors discussed in the M&A Synergies Framework: communication, behavior, management, environment, accounting and finance, optimism, and earnings management.

Next: Case Study of a Failed M&A—The Role of Communication in HP’s Acquisition of Autonomy