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Bain & Company on 40 mergers and acquisitions in recent years conducted research shows that well before the acquisition of human resources after the acquisition due diligence will be the successful integration of great help. However, mergers and acquisitions due diligence prior to human resources is often overlooked, according to a U.S. Conference Board for the United States and Europe 88 major companies found in the feedback companies included in the merger plan of human resources for less than 1/4. This phenomenon is more serious in some emerging countries, Hewitt's latest report shows that emerging market countries more than mature market countries are not concerned about human resources due diligence intervention (Hewitt, 2009). Domestic literature of human resources due diligence research literature rarely, some of Hewitt's China has published a number of articles consultant for human resources involved in the due diligence done some discussion; foreign literature in this area gradually increased from the early 2000s, The main emphasis of the early literature due diligence factors adding the necessity of human resources as well as its content. Of the growing maturity of the market economy and the gradual deepening of openness, mergers and acquisitions has also become China's enterprises to increase profits and expand market share, expand intellectual capital in a big way. According to the China Daily reported cultural tax due diligence, in the context of the global financial crisis, recession, China's enterprises, especially the number of overseas mergers and acquisitions did not fall significantly increased (China Taxation News ,2009-5-25). In this macroeconomic backdrop, in-depth study of factors affecting the success of mergers and acquisitions is particularly necessary, but this is the most easily overlooked from the M & A process is also more complex HR due diligence for discussion.
贝恩公司对近年来的40桩并购案进行的研究表明，在收购交易前做好人力资源尽职调查将对收购后的成功整合有很大帮助。但是并购交易前的人力资源尽职调查往往被忽视，据美国一个会议委员会对美国和欧洲的88个主要公司的研究发现，在反馈公司中人力资源包括在并购计划的不到1/4。这种现象在一些新兴国家更严重，翰威特最新的报告显示，新兴市场国家比成熟市场国家更加不关注尽职调查中的人力资源介入(Hewitt，2009)。
A human resources due diligence and basic steps
一、人力资源尽职调查及其基本步骤
A typical test strategy development and mergers and acquisitions choose from acquired companies beginning, this selection process is the due diligence process. The traditional due diligence is often limited the company's financial and legal and operational aspects of information integration, analysis, neglect of human resources information integration, analysis, precisely because of this defect, many scholars have proposed HR due diligence argument. This paper argues that human resources due diligence refers to companies before the merger, the merged parties for corporate human resources-related information acquisition, integration, analysis to support decision-making and post-merger acquisition integration strategy is the future of the company and even the normal functioning of the human resources policy , it should be due diligence inside a big key component. Broadly speaking, human resources due diligence through a variety of channels to obtain information and analyze information to conclude the process. The most important conclusion is that the conclusions of an impact of M & A decision-making process and the future integration of those who need quick access to programs such as the establishment of the target list of key personnel, the general direction of the pay adjustment, these two problems either for themselves or on the target companies are vital interests of the relationship, you need to integrate the target company into the start of reassurance. Precisely because doing so many mergers and acquisitions, so successful, such as Lenovo's acquisition of IBM's case, of course, there are also negative materials, such as TCL and Alcatel's failed marriage.
一个典型的并购从考查战略发展和选择被收购公司开始，这个选择的过程便是尽职调查过程。传统的尽职调查往往局限于公司的财务和法律以及经营方面的信息整合、分析，忽视对人力资源方面信息的整合、分析，正是因为这一缺陷，许多学者提出了人力资源尽职调查说法。
Usually in this process need to go through the following three steps: First, the pre-merger preparations. Preparatory work including the mobilization of human resources senior note due diligence, HR due diligence to determine the team members and their responsibilities to investigate ways and means of selection, preparation of papers essay relevant information. Let rise full attention to human resources due diligence requires an experienced M & HR leadership, a foreign company within five years of a failed conducted a successful M & A experience shows that cultural due diligence, has extensive experience in mergers and acquisitions HR leadership played a key role. Panel members are mainly internal senior management, human resource management professionals and external consultants composition, of course, when the merger agreement the two sides sincerity, it will target all levels of management of enterprises and relevant staff groups are incorporated into the mix to ensure data obtain a more effective way. Internal senior management is generally responsible for the deployment of resources, project planning, promotion, etc., HR staff responsible use their expertise to develop implementation plans investigating the obstacles encountered in the proposed professional solutions, and the results give professional advice, and external consultants here has two functions, first, when the due diligence process when they encounter problems, you need consultants to help solve, the second is a problem in acquiring the target company, you need a third party consultant to identity to enter. The main methods of survey questionnaires, interviews and document information gathering, to determine the conditions necessary depending on the specific method of investigation, of course, need to be investigated before the enumerated list of information to be obtained is the foundation. The second step is to investigate investigation according to plan, access to information. The third step is to collate and analyze the information collected to form conclusions.
Second, the content of human resources due diligence http://www.ukassignment.org/hrmessay/
Some scholars believe that human resources due diligence includes two aspects, namely cultural and human capital due diligence audit (such as Paul Evans, 2007). Some scholars believe that human resources due diligence including the target company's organizational structure, the different categories of personnel situation, the corresponding system of three categories of human resources of the investigation (HRFOCUS, 2005). With a variety of M & A research, numerous studies showed that cultural factors have become major factors restricting the success of mergers and acquisitions, based on the recognition of foreign scholars and cultural factors are usually studied separately, especially cultural integration of cultural due diligence , this document will be more. In regard to non-cultural factors in the discussion of human resources due diligence is not much seen in some acquisitions articles scattered paragraphs. Based on these materials, human resources due diligence to further sort out the contents.
Investigation focuses on cultural factors cultural integration of both companies degrees, and cultural distance. Understand the information generally includes the following: each company's core philosophy winning those factors, the factors that drive business strategy, plans are long-term or short-term, how to accept risks, external cooperation approach is competitive or cooperative type , the organization's key stakeholders who? Company is results-oriented or process-oriented? Power is centralized or decentralized? How decisions are enacted? Way information is managed, the way information flows, a measure of a valuable employee what is the way? Cultural position is for a team or for an individual performance? (Paul Evans et al., 2007). Determine the possibility of cultural distance and integrate acquisitions are likely to affect decision-making. Cisco has a successful experience in mergers and acquisitions because the company had identified the target culture and their own corporate culture and give up too far from the merger plan. This is China's overseas M & A is especially important. Whether fact or opinion of people in foreign countries, China's management technology is relatively backward, therefore, the domestic mergers and acquisitions of foreign companies in fact in a "weak culture and the strong culture" integration, this integration also need policies.
Survey organization is mainly related personnel to determine the list of key personnel of the target company to retain key employees and measures that can be taken, for example, the same arrangement of office environment. The survey's file system and the corresponding labor contract is mainly to understand the target company's debt situation could, of course, there are also some of the information may be a communication plan, the integration of pay system design, integration and training system designed to provide support.
Third, access to information, analyzing it way
HR due diligence is the most difficult aspect of the process of obtaining information, this process may encounter a variety of obstacles. Some M & A cases have provided some experience.
First, if funding permits, lack of internal staff indeed the case, the introduction of human resources consulting firm might due diligence to minimize this difficulty. Partly because the consulting firm has its own powerful data repository, on the other hand, consulting companies and the target company promises not to divulge the case of the other data and information provided concluding observations, to avoid the interference of some of the target company. In fact, some foreign mergers and acquisitions has been very mature use of the method, saying the foreign investigation team as "unrelated group." HP's merger with Compaq deal, they successfully used this method. Unrelated group mainly responsible for collecting collation and analysis of data obtained from the parties to the transaction information, and to integrate the actual transaction plan recommendations. As long as the transaction is approved mergers and acquisitions due diligence culture, this information will be relevant transactions and transaction groups and companies to share. Lenovo's acquisition of domestic letter of intent signed back in after they please McKinsey & Company for its human resources to do due diligence, and in hindsight, this input is correct.
Secondly, the company's own employees who have the appropriate quality and adequate time to prepare, but also by the formation of company personnel investigation team, which is more than "unrelated group", "consulting company" better understand their company's situation, so it has its advantages thesis essay. But in the formation process, in order to facilitate subsequent data acquisition, it is best to some of the other target company executives and associated persons incorporated within the group, and well in advance of full communication. During the investigation, once encountered problems, the need for timely countermeasures find solutions, such as adjusting the survey content, method of investigation and even change the investigators survey. Sometimes, some important information is also available from from some of the junior staff who dig, and sometimes informal conversations may be more conducive to information and so on. Overall, the survey investigators need to do flexible.
Again, the survey questionnaire design, interviews need to closely investigate the topic outline, conduct research, stressed that considerable research purpose, and promised confidentiality of information, if necessary, to sign a confidentiality contract. These measures will help enhance the sense of trust in the target company personnel. In addition, the commitment to exchange information with the target company may be another more direct and effective way to ensure access to information.
Finally, the information acquisition process, in order to ensure the accuracy of the information given cultural due diligence, to keep records and to verify the information is critical.
Comparative analysis of information is also a key part of the investigation stage. This stage is mainly carried out on the obtained information extraction and analysis, and investigation of the corporate self-similar information obtained by comparing determine whether there are significant risks or hazards. In the analysis and comparison on the basis of the findings of the final report form. General analysis and comparison in tabular form, clear and concise.
Fourth, pay attention to the issue
Some mergers and acquisitions of existing experience shows the importance of leadership and participation of team members knowledge and experience in mergers and acquisitions, effective human resource information acquisition due diligence is the key to successful implementation. Nowadays, many domestic enterprises want to fully exploit the crisis in the financial crisis of the machine, since a wave of mergers and acquisitions boom declared (data show that the first quarter of 2009 in mainland China over the same period the amount of mergers and acquisitions (including Hong Kong) growth 54%), especially overseas mergers and acquisitions. However, this trend is the result of flowers or sporadic Unqualified need these companies have sufficient knowledge of mergers and acquisitions, and due diligence is considered to be a boom in the sedatives. Of course, the content of this paper is just a summary of some of the case material, induction, specific practical operation still need to be careful of their own.
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