Monthly Archives: April 2017

Learn More About The CEO Guide to Boards

Greater responsibilities require increased commitments of time and energy.

Building a strong board of directors never seems to get easier. High-profile board failures, the boom in activist investing, and the disruptive forces of technology are only a few of the reasons effective board governance is becoming more important.

Start with oversight, a role of the board that, most directors would agree, is no longer its sole function. Directors are now required to engage more deeply on strategy, digital, M&A, risk, talent, IT, and even marketing. Factor in complexities relating to board composition, culture, and time spent—not to mention social, ethical, and environmental responsibilities—and the degree of difficulty continues to rise.

To help CEOs and board chairs, as well as executives and directors, build strong boards, this CEO guide synthesizes multiple sources to make quick sense of complex issues in corporate governance, while focusing on four areas that are essential for building a better board. (For a quick read of these topics, see the summary infographic, “Four essentials for building a stronger board of directors.”)

Infographic
There are four essentials for building a stronger board of directors.
Broaden the board’s scope

McKinsey Global Surveys indicate the best boards go beyond fiduciary responsibilities to take a more active role in constructively challenging and providing input on a broader range of matters. Since some of these are also the province of executives, finding the right place to draw the line between governance and management is as important for senior executives as it is for directors. Strong collaboration between the CEO and board chair can help define a broad and forward-looking board agenda, one that, rather than pressuring management to maximize short-term shareholder value, instead helps the company thrive for years.

Contribute the ‘outside view’ to strategy. McKinsey’s recent board survey shows that strategy is, on average, the area boards give most of their attention. Yet directors still want to increase time spent on strategy (Exhibit 1). The board member’s role in strategy is to provide the overall strategic framework, to contribute an outside view that challenges the strategic alternatives presented by management,1 and, ultimately, to approve the chosen strategy. CEOs should help make sure their own boards are playing this valuable role.

Directors spend more time on strategy than in 2013.
Bring your board into the digital age. Getting more deeply involved in strategy and other matters will require many board members to increase their digital literacy. More than a few directors are feeling outmatched by the ferocity of changing technology, emerging risks, and new competitors. Reflecting on the digital skills most relevant to individual business lines is one way boards can raise their collective understanding of technology and generate more productive conversations with management.

Ask the right questions about technology. Successful boards must also ask broader questions about technology and IT strategy. Deeper board involvement provides a mechanism to cut through company politics and focus executives on the big, integrated technology investments needed as digital weaves ever further into the fabric of today’s businesses. This in turn requires that CIOs, business executives, and board directors develop a shared language to discuss IT performance. Five crucial questions can help steer boardroom conversations toward not just the costs but also the capabilities and value that IT engenders.

Examine M&A through a long-term lens. Some executives believe board involvement in M&A encroaches on the line that separates governance from management, but boards have (and should have) the final responsibility to review and approve any M&A deal. While senior executives can be motivated by shorter-term incentives, board directors are well placed to take a long-term view of a deal’s value, and to challenge biases that can cloud M&A decision making and goal setting. They can also embolden senior management to pursue promising deals that may seem unfashionable or be unpopular initially with investors. Strong boards also help companies overcome resource-allocation inertia. McKinsey research shows that companies that reallocate more resources earn higher total returns to shareholders.

Involve your board in talent and culture. Most board directors recognize that CEO succession is one of their most important responsibilities, even while the incumbent CEO plays a critical leadership role in preparing and developing candidates (recent research shows some 86 percent of new CEOs are hired from within). Beyond CEO succession, boards are well positioned to focus on long-term talent development throughout the company, where they can help override some of the personal ties that can influence decisions on important hires and appointments. Boards should also (and, in fact, are required by regulations to) play a key role in defining and establishing an effective corporate culture.

Safeguard the brand. Many successful companies already view customer engagement as the whole organization’s responsibility. A few are involving their boards in marketing, too. Against a backdrop of social media, viral video, and reputational risks, the CEO of one North American manufacturer recently placed the potential for brand-changing events on the board’s agenda. The ensuing conversation transcended traditional marketing communications and touched on the company’s overall strategy, as well as its approach to crisis response.

Deepen directors’ commitment

How can boards expand into these new responsibilities while still having time for the traditional fiduciary duties that remain important?

Work more days. Directors at the most effective boards, according to our recent Global Survey results, spend an average of 41 days per year in their role and say they have no ambitions to spend more time. But directors on less effective boards spend an average of 28 to 32 days and say they would, ideally, spend 5 days more. Our own experience is that the time required to do a good job is usually more than directors initially expect.

Develop a dynamic agenda. Given the time constraints board directors face, broadening their role will require developing a dynamic board agenda that explicitly highlights forward-looking activities and ensures these activities get sufficient time over a 12-month period (Exhibit 2). Winning boards will be those that work in the spirit of continuous improvement at every meeting, while keeping long-term strategies top of mind.

Forward-looking boards should develop a dynamic agenda.
Clarify responsibilities and board composition

William George, former CEO of Medtronic and a veteran of ten corporate boards, says one’s perspective on board governance depends on the board seat one holds—independent director, chair and CEO, or chair only. Looking at corporate governance through the eyes of each of these positions can help board leaders better see the whole as they look for the diverse mix of experience and know-how that’s right for their company.

Appoint an ambitious chair. No matter the title board leaders take, it stands to reason they will have a disproportionate effect on board dynamics. Effective board leaders are those who run meetings well, establish a culture of trust and constructive discourse, and invest in training, development, and feedback.2 Good leadership sets the tone for the board as a whole and can set the stage for a more effective, value-enhancing board. Finding the right person for this job is important. The process of selecting a board leader has been evolving from an unstructured and haphazard approach toward one that ideally resembles the best practices for CEO succession.

Look for experience and talent. How do you find the right people for board-director positions? And what are the right tasks for them once they are on the board? Even though every board director to some degree needs to be a generalist, each has areas of special expertise, perhaps related to an industry, a function, or a geography. Ideally, the board brings together individuals with the right combination of skills and background. One recommendation is for boards to appoint directors and assign them tasks the same way private-equity firms assign their partners to deals: according to their experience and what they’re best at.3
Clarify what the board leader does. Ever since stock-listing requirements prompted many US companies to name an independent director to serve as the chairman, lead director, or presiding director of the board, these companies have been grappling with what, exactly, the board leader should do and how to find the right person for the job. One survey found that nonexecutive board leaders have taken over or partnered with the CEO on some functions the chief executive has historically led, such as setting board agendas, recruiting new directors, and more aggressively assessing risk.

Create trust by investing in board dynamics

How do you know a board is effective? One litmus test is the growth and involvement of activist investors. If boards were doing their jobs, there would be no activist opportunities, according to David Beatty, Conway director of the Clarkson Centre for Business Ethics and Board Effectiveness at the University of Toronto’s Rotman School of Management. Apparently, boards are doing “badly enough that there’s been huge growth in activist firms,”4 says Beatty, who interprets that growth “as a direct comment on boards of directors and their past performance.” (When companies do attract the attention of activist investors, they should plan their response tactics thoughtfully toward the most beneficial outcome.)

Balance trust with challenging discourse. According to our recent Global Survey results, the boards that are most effective and well rounded also have the strongest board dynamics, characterized by openness, trust, and collaborative senior executives and board directors—a group that includes the CEO and the chair, a crucial factor. Directors possessing these collaborative tendencies must balance them by thinking like owners and guarding their authority, or there will be little constructive challenge between independent directors and management, and the board’s contribution to the company’s fortunes is likely to fall short of what it could be. It’s no coincidence, then, that directors at leading boards report these characteristics most often.

Educate and train your board members. To be able to challenge management with critical questions, board members should have a good understanding of the company they serve and regularly compare internal performance data with those of their competitors. Other ways to help board members raise their game include inviting renowned experts to board meetings, holding some board meetings in overseas locations where directors can be exposed to relevant new market developments and technologies, and, from time to time, seeking outside advice to get an independent view.5
Engage in a continuous improvement process. Providing effective induction training, for example, and conducting regular feedback and board evaluations is something still done by only a minority of boards—even the leading ones, according to our survey results (Exhibit 3). The best boards challenge their members to continually learn, grow, and develop professionally.

Effective boards engage in a continuous improvement process.
Boards must keep close watch on the shifting nature of their role in today’s corporations and find the right balance between governance and management. Greater responsibilities require increased commitments of time and energy, not only during board meetings but also between meetings to stay current and to learn more about the industry, the company, its competitors, and its customers. These responsibilities also raise the premium on carefully protecting the independence that makes boards valuable allies to senior executives, shareholders, and a diverse array of other stakeholders.

Know How Functional Leaders Become CEOs

Limited operational experience is not necessarily a barrier to the top job. Here’s what CFOs and others must do to jump to the next level.

Holding a functional leadership role isn’t the most direct route to becoming a CEO. Fewer than 15 percent of the CEOs in a data set we’ve been scrutinizing for more than a year ascended to the corner office after serving as a functional leader such as chief financial officer, chief marketing officer (CMO), chief strategy officer, chief technology officer (CTO), or general counsel. Nearly all the rest had been operators—CEOs at other companies, leaders of major operating divisions, or chief operating officers.

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The case for a functional CEO is strongest when his or her expertise is core to a company’s critical business challenges. Organizations in the midst of a major digital transformation might benefit from a CTO in the top spot, and a CMO-turned-CEO could be just what the doctor ordered for a company rethinking its brand portfolio. Similarly, companies undertaking a growth plan based on M&A or a major cost-reduction effort often look to CFOs. (More than 70 percent of former CFOs promoted to CEO at FTSE 250 companies were appointed to lead cost-reduction or M&A-led growth initiatives, according to research by our colleagues.)

Regardless of the expertise they bring to bear, functional CEOs have a common set of challenges, rooted in their relative lack of operating experience. To understand both the challenge and the opportunity for functional CEOs, we scrutinized the former CFOs in our data set of 599 CEOs. CFOs represented two-thirds of the functional CEOs,1 so they provided the most robust fact base for analysis. In our experience, the issues that CFOs-turned-CEOs wrestle with are emblematic of those faced by other functional executives.

Broadening the base of leadership

Lack of general management experience is a challenge for all functional executives. Many of the CFOs-turned-CEOs in a sample reviewed by our colleagues —a full three-quarters of those promoted to CEO at the FTSE 250 companies—compensated for this lack of experience by spending time outside the finance function. Sometimes nonfinancial experience comes from line roles; in other cases, CFOs burnish their skills by taking on additional functional roles in strategy or by joining the boards of other companies. Broader experiences like these appeal to boards choosing CEOs, and they can also build decision-making instincts for CFOs when they encounter issues that can’t be resolved through numbers.

More than 90 percent of the CFOs-turned-CEOs in our data set were promoted from within an organization rather than hired from outside. Deep knowledge of personalities and corporate culture can help the new CEO motivate employees as he or she articulates a vision for the company. Insider status also often necessitates a reset of relations with former peers on the management team, some of whom may also have been candidates for the CEO post. About three-quarters of the former CFOs in our research reshuffled their management teams within two years of taking office, compared with two-thirds for all new CEOs.

Building on strengths

CFOs have some natural strengths that can facilitate effective transitions into the CEO role. Former CFOs are often better at developing detailed strategies, have a deeper understanding of the drivers of business value, and can communicate that to investors. Extensive experience in budgeting and forecasting builds an appreciation of objective analysis, which CFOs typically bring to bear early in their new role. For example, former CFOs were almost twice as likely as the average CEO to conduct a strategic review in their first two years in office (exhibit).

Exhibit
CEOs who were formerly CFOs are more likely to conduct a strategic review.
The CFO role provides experience, and breeds skill, in allocating capital to support the organization’s strategy. This is key to outperformance, as research by our colleagues has shown. Effective resource reallocation requires CEOs and their management teams to develop a detailed view of the attractiveness of different business lines and customers. They also need to be attuned to the biases that can distort allocation decisions, combating through measures such as adopting a common set of metrics to evaluate funding opportunities or committing to annual reallocation thresholds. CFOs’ experience leading planning processes makes them especially suited to these tasks.

Slower growth, rising cost pressures, and business-model challenges from digital players steeped in analytics have made a robust financial skill set a big plus for any executive making the transition to CEO. Capabilities once seen as the preserve of the finance function, such as the roles that finance and analytics play in setting strategy, are now priorities for all senior leaders. Functional executives who aspire to the CEO’s chair should look for opportunities to show analytic leadership, deploy their own expertise, and broaden their leadership foundation.

More Information About The Case for Digital Reinvention

Digital technology, despite its seeming ubiquity, has only begun to penetrate industries. As it continues its advance, the implications for revenues, profits, and opportunities will be dramatic.

As new markets emerge, profit pools shift, and digital technologies pervade more of everyday life, it’s easy to assume that the economy’s digitization is already far advanced. According to our latest research, however, the forces of digital have yet to become fully mainstream. On average, industries are less than 40 percent digitized, despite the relatively deep penetration of these technologies in media, retail, and high tech.

The case for digital reinvention
As digitization penetrates more fully, it will dampen revenue and profit growth for some, particularly the bottom quartile of companies, according to our research, while the top quartile captures disproportionate gains. Bold, tightly integrated digital strategies will be the biggest differentiator between companies that win and companies that don’t, and the biggest payouts will go to those that initiate digital disruptions. Fast-followers with operational excellence and superior organizational health won’t be far behind.

These findings emerged from a research effort to understand the nature, extent, and top-management implications of the progress of digitization. We tailored our efforts to examine its effects along multiple dimensions: products and services, marketing and distribution channels, business processes, supply chains, and new entrants at the ecosystem level (for details, see sidebar “About the research”). We sought to understand how economic performance will change as digitization continues its advance along these different dimensions. What are the best-performing companies doing in the face of rising pressure? Which approach is more important as digitization progresses: a great strategy with average execution or an average strategy with great execution?

The research-survey findings, taken together, amount to a clear mandate to act decisively, whether through the creation of new digital businesses or by reinventing the core of today’s strategic, operational, and organizational approaches.

According to our research, digitization has only begun to transform many industries (Exhibit 1). Its impact on the economic performance of companies, while already significant, is far from complete.

This finding confirms what many executives may already suspect: by reducing economic friction, digitization enables competition that pressures revenue and profit growth. Current levels of digitization have already taken out, on average, up to six points of annual revenue and 4.5 points of growth in earnings before interest and taxes (EBIT). And there’s more pressure ahead, our research suggests, as digital penetration deepens

While the prospect of declining growth rates is hardly encouraging, executives should bear in mind that these are average declines across all industries. Beyond the averages, we find that performance is distributed unequally, as digital further separates the high performers from the also-rans. This finding is consistent with a separate McKinsey research stream, which also shows that economic performance is extremely unequal. Strongly performing industries, according to that research, are three times more likely than others to generate market-beating economic profit. Poorly performing companies probably won’t thrive no matter which industry they compete in.

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At the current level of digitization, median companies, which secure three additional points of revenue and EBIT growth, do better than average ones, presumably because the long tail of companies hit hard by digitization pulls down the mean. But our survey results suggest that as digital increases economic pressure, all companies, no matter what their position on the performance curve may be, will be affected.

Uneven returns on investment

That economic pressure will make it increasingly critical for executives to pay careful heed to where—and not just how—they compete and to monitor closely the return on their digital investments. So far, the results are uneven. Exhibit 3 shows returns distributed unequally: some players in every industry are earning outsized returns, while many others in the same industries are experiencing returns below the cost of capital.

These findings suggest that some companies are investing in the wrong places or investing too much (or too little) in the right ones—or simply that their returns on digital investments are being competed away or transferred to consumers. On the other hand, the fact that high performers exist in every industry (as we’ll discuss further in a moment) indicates that some companies are getting it right—benefiting, for example, from cross-industry transfers, as when technology companies capture value in the media sector.

Where to make your digital investments

Improving the ROI of digital investments requires precise targeting along the dimensions where digitization is proceeding. Digital has widely expanded the number of available investment options, and simply spreading the same amount of resources across them is a losing proposition. In our research, we measured five separate dimensions of digitization’s advance into industries: products and services, marketing and distribution channels, business processes, supply chains, and new entrants acting in ecosystems.

How fully each of these dimensions has advanced, and the actions companies are taking in response, differ according to the dimension in question. And there appear to be mismatches between opportunities and investments. Those mismatches reflect advancing digitization’s uneven effect on revenue and profit growth, because of differences among dimensions as well as among industries. Exhibit 4 describes the rate of change in revenue and EBIT growth that appears to be occurring as industries progress toward full digitization. This picture, combining the data for all of the industries we studied, reveals that today’s average level of digitization, shown by the dotted vertical line, differs for each dimension. Products and services are more digitized, supply chains less so.

To model the potential effects of full digitization on economic performance, we linked the revenue and EBIT growth of companies to a given dimension’s digitization rate, leaving everything else equal. The results confirm that digitization’s effects depend on where you look. Some dimensions take a bigger bite out of revenue and profit growth, while others are digitizing faster. This makes intuitive sense. As platforms transform industry ecosystems, for example, revenues grow—even as platform-based competitors put pressure on profits. As companies digitize business processes, profits increase, even though little momentum in top-line growth accompanies them.

The biggest future impact on revenue and EBIT growth, as Exhibit 4 shows, is set to occur through the digitization of supply chains. In this dimension, full digitization contributes two-thirds (6.8 percentage points of 10.2 percent) of the total projected hit to annual revenue growth and more than 75 percent (9.4 out of 12 percent) to annual EBIT growth.

Despite the supply chain’s potential impact on the growth of revenues and profits, survey respondents say that their companies aren’t yet investing heavily in this dimension. Only 2 percent, in fact, report that supply chains are the focus of their forward-looking digital strategies (Exhibit 5), though headlining examples such as Airbnb and Uber demonstrate the power of tapping previously inaccessible sources of supply (sharing rides or rooms, respectively) and bringing them to market. Similarly, there is little investment in the ecosystems dimension, where hyperscale businesses such as Alibaba, Amazon, Google, and Tencent are pushing digitization most radically, often entering one industry and leveraging platforms to create collateral damage in others.1
Exhibit 5
Where are companies focusing their forward-looking digital strategies?
Instead, the survey indicates that distribution channels and marketing are the primary focus of digital strategies (and thus investments) at 49 percent of companies. That focus is sensible, given the extraordinary impact digitization has already had on customer interactions and the power of digital tools to target marketing investments precisely. By now, in fact, this critical dimension has become “table stakes” for staying in the game. Standing pat is not an option.

The question, it seems, looking at exhibits 4 and 5 in combination, is whether companies are overlooking emerging opportunities, such as those in supply chains, that are likely to have a major influence on future revenues and profits. That may call for resource reallocation. In general, companies that strategically shift resources create more value and deliver higher returns to shareholders. This general finding could be even more true as digitization progresses.

On the front foot

Sidebar
Structuring your digital reinvention

Our survey results also suggest companies are not sufficiently bold in the magnitude and scope of their investments (see sidebar “Structuring your digital reinvention”). Our research (Exhibit 6) suggests that the more aggressively they respond to the digitization of their industries—up to and including initiating digital disruption—the better the effect on their projected revenue and profit growth. The one exception is the ecosystem dimension: an overactive response to new hyperscale competitors actually lowers projected growth, perhaps because many incumbents lack the assets and capabilities necessary for platform strategies.

Exhibit 6
When companies respond to digitization assertively and across multiple dimensions, they improve their performance.
As executives assess the scope of their investments, they should ask themselves if they have taken only a few steps forward in a given dimension—by digitizing their existing customer touchpoints, say. Others might find that they have acted more significantly by digitizing nearly all of their business processes and introducing new ones, where needed, to connect suppliers and users.

To that end, it may be useful to take a closer look at Exhibit 6, which comprises six smaller charts. The last of them totals up actions companies take in each dimension of digitization. Here we can see that the most assertive players will be able to restore more than 11 percent of the 12 percent loss in projected revenue growth, as well as 7.3 percent of the 10.4 percent reduction in profit growth. Such results will require action across all dimensions, not just one or two—a tall order for any management team, even those at today’s digital leaders.

Looking at the digital winners

To understand what today’s leaders are doing, we identified the companies in our survey that achieved top-quartile rankings in each of three measures: revenue growth, EBIT growth, and return on digital investment.

We found that more than twice as many leading companies closely tie their digital and corporate strategies than don’t. What’s more, winners tend to respond to digitization by changing their corporate strategies significantly. This makes intuitive sense: many digital disruptions require fundamental changes to business models. Further, 49 percent of leading companies are investing in digital more than their counterparts do, compared with only 5 percent of the laggards, 90 percent of which invest less than their counterparts. It’s unclear which way the causation runs, of course, but it does appear that heavy digital investment is a differentiator.

Leading companies not only invested more but also did so across all of the dimensions we studied. In other words, winners exceed laggards in both the magnitude and the scope of their digital investments (Exhibit 7). This is a critical element of success, given the different rates at which these dimensions are digitizing and their varying effect on economic performance.

What leading companies do differently from the rest
Strengths in organizational culture underpin these bolder actions. Winners were less likely to be hindered by siloed mind-sets and behavior or by a fragmented view of their customers. A strong organizational culture is important for several reasons: it enhances the ability to perceive digital threats and opportunities, bolsters the scope of actions companies can take in response to digitization, and supports the coordinated execution of those actions across functions, departments, and business units.

So we found a mismatch between today’s digital investments and the dimensions in which digitization is most significantly affecting revenue and profit growth. We also confirmed that winners invest more, and more broadly and boldly, than other companies do. Then we tested two paths to growth as industries reach full digitization.

The first path emphasizes strategies that change a business’s scope, including the kind of pure-play disruptions the hyperscale businesses discussed earlier generate. As Exhibit 8 shows, a great strategy can by itself retrieve all of the revenue growth lost, on average, to full digitization—at least in the aggregate industry view. Combining this kind of superior strategy with median performance in the nonstrategy dimensions of McKinsey’s digital-quotient framework—including agile operations, organization, culture, and talent—yields total projected growth of 4.3 percent in annual revenues. (For more about how we arrived at these conclusions, see sidebar “About the research.”)

Most executives would fancy the kind of ecosystem play that Alibaba, Amazon, Google, and Tencent have made on their respective platforms. Yet many recognize that few companies can mount disruptive strategies, at least at the ecosystem level. With that in mind, we tested a second path to revenue growth.

Companies in this profile lack a disruptive strategic posture but compensate by being in the top 25 percent for all the other elements of digital maturity.2 This fast-follower profile allows more room for strategic error—you don’t have to place your bets quite so precisely. It also increases the premium on how well you execute. The size of the win is just slightly positive at 0.4 percent in annual revenue growth: 5.3 percent from good (but not best-in-class disruptive) strategy and an additional 7.1 percent through top-quartile digital maturity. This is probably good news for incumbents, since many of them are carefully watching tech start-ups (such as those in fintech) to identify the winning plays and then imitating them at their own bigger scale. That approach, to be sure, demands cutting-edge agility to excel on all the operational and organizational aspects of digital maturity.

In the quest for coherent responses to a digitizing world, companies must assess how far digitization has progressed along multiple dimensions in their industries and the impact that this evolution is having—and will have—on economic performance. And they must act on each of these dimensions with bold, tightly integrated strategies. Only then will their investments match the context in which they compete.

Know Some Types of Successful Acquisitions

Companies advance myriad strategies for creating value with acquisitions—but only a handful are likely to do so.

There is no magic formula to make acquisitions successful. Like any other business process, they are not inherently good or bad, just as marketing and R&D aren’t. Each deal must have its own strategic logic. In our experience, acquirers in the most successful deals have specific, well-articulated value creation ideas going in. For less successful deals, the strategic rationales—such as pursuing international scale, filling portfolio gaps, or building a third leg of the portfolio—tend to be vague.

Empirical analysis of specific acquisition strategies offers limited insight, largely because of the wide variety of types and sizes of acquisitions and the lack of an objective way to classify them by strategy. What’s more, the stated strategy may not even be the real one: companies typically talk up all kinds of strategic benefits from acquisitions that are really entirely about cost cutting. In the absence of empirical research, our suggestions for strategies that create value reflect our acquisitions work with companies.

In our experience, the strategic rationale for an acquisition that creates value typically conforms to at least one of the following six archetypes: improving the performance of the target company, removing excess capacity from an industry, creating market access for products, acquiring skills or technologies more quickly or at lower cost than they could be built in-house, exploiting a business’s industry-specific scalability, and picking winners early and helping them develop their businesses.

Six archetypes

An acquisition’s strategic rationale should be a specific articulation of one of these archetypes, not a vague concept like growth or strategic positioning, which may be important but must be translated into something more tangible. Furthermore, even if your acquisition is based on one of the archetypes below, it won’t create value if you overpay.

Improve the target company’s performance

Improving the performance of the target company is one of the most common value-creating acquisition strategies. Put simply, you buy a company and radically reduce costs to improve margins and cash flows. In some cases, the acquirer may also take steps to accelerate revenue growth.

Pursuing this strategy is what the best private-equity firms do. Among successful private-equity acquisitions in which a target company was bought, improved, and sold, with no additional acquisitions along the way, operating-profit margins increased by an average of about 2.5 percentage points more than those at peer companies during the same period.1 This means that many of the transactions increased operating-profit margins even more.

Keep in mind that it is easier to improve the performance of a company with low margins and low returns on invested capital (ROIC) than that of a high-margin, high-ROIC company. Consider a target company with a 6 percent operating-profit margin. Reducing costs by three percentage points, to 91 percent of revenues, from 94 percent, increases the margin to 9 percent and could lead to a 50 percent increase in the company’s value. In contrast, if the operating-profit margin of a company is 30 percent, increasing its value by 50 percent requires increasing the margin to 45 percent. Costs would need to decline from 70 percent of revenues to 55 percent, a 21 percent reduction in the cost base. That might not be reasonable to expect.

Consolidate to remove excess capacity from industry

As industries mature, they typically develop excess capacity. In chemicals, for example, companies are constantly looking for ways to get more production out of their plants, even as new competitors, such as Saudi Arabia in petrochemicals, continue to enter the industry.

The combination of higher production from existing capacity and new capacity from recent entrants often generates more supply than demand. It is in no individual competitor’s interest to shut a plant, however. Companies often find it easier to shut plants across the larger combined entity resulting from an acquisition than to shut their least productive plants without one and end up with a smaller company.

Reducing excess in an industry can also extend to less tangible forms of capacity. Consolidation in the pharmaceutical industry, for example, has significantly reduced the capacity of the sales force as the product portfolios of merged companies change and they rethink how to interact with doctors. Pharmaceutical companies have also significantly reduced their R&D capacity as they found more productive ways to conduct research and pruned their portfolios of development projects.

While there is substantial value to be created from removing excess capacity, as in most M&A activity the bulk of the value often accrues to the seller’s shareholders, not the buyer’s. In addition, all the other competitors in the industry may benefit from the capacity reduction without having to take any action of their own (the free-rider problem).

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Accelerate market access for the target’s (or buyer’s) products

Often, relatively small companies with innovative products have difficulty reaching the entire potential market for their products. Small pharmaceutical companies, for example, typically lack the large sales forces required to cultivate relationships with the many doctors they need to promote their products. Bigger pharmaceutical companies sometimes purchase these smaller companies and use their own large-scale sales forces to accelerate the sales of the smaller companies’ products.

IBM, for instance, has pursued this strategy in its software business. Between 2010 and 2013, IBM acquired 43 companies for an average of $350 million each. By pushing the products of these companies through IBM’s global sales force, IBM estimated that it was able to substantially accelerate the acquired companies’ revenues, sometimes by more than 40 percent in the first two years after each acquisition.2
In some cases, the target can also help accelerate the acquirer’s revenue growth. In Procter & Gamble’s acquisition of Gillette, the combined company benefited because P&G had stronger sales in some emerging markets, Gillette in others. Working together, they introduced their products into new markets much more quickly.

Get skills or technologies faster or at lower cost than they can be built

Many technology-based companies buy other companies that have the technologies they need to enhance their own products. They do this because they can acquire the technology more quickly than developing it themselves, avoid royalty payments on patented technologies, and keep the technology away from competitors.

For example, Apple bought Siri (the automated personal assistant) in 2010 to enhance its iPhones. More recently, in 2014, Apple purchased Novauris Technologies, a speech-recognition-technology company, to further enhance Siri’s capabilities. In 2014, Apple also purchased Beats Electronics, which had recently launched a music-streaming service. One reason for the acquisition was to quickly offer its customers a music-streaming service, as the market was moving away from Apple’s iTunes business model of purchasing and downloading music.

Cisco Systems, the network product and services company (with $49 billion in revenue in 2013), used acquisitions of key technologies to assemble a broad line of network-solution products during the frenzied Internet growth period. From 1993 to 2001, Cisco acquired 71 companies, at an average price of approximately $350 million. Cisco’s sales increased from $650 million in 1993 to $22 billion in 2001, with nearly 40 percent of its 2001 revenue coming directly from these acquisitions. By 2009, Cisco had more than $36 billion in revenues and a market cap of approximately $150 billion.

Exploit a business’s industry-specific scalability

Economies of scale are often cited as a key source of value creation in M&A. While they can be, you have to be very careful in justifying an acquisition by economies of scale, especially for large acquisitions. That’s because large companies are often already operating at scale. If two large companies are already operating that way, combining them will not likely lead to lower unit costs. Take United Parcel Service and FedEx, as a hypothetical example. They already have some of the largest airline fleets in the world and operate them very efficiently. If they were to combine, it’s unlikely that there would be substantial savings in their flight operations.

Economies of scale can be important sources of value in acquisitions when the unit of incremental capacity is large or when a larger company buys a subscale company. For example, the cost to develop a new car platform is enormous, so auto companies try to minimize the number of platforms they need. The combination of Volkswagen, Audi, and Porsche allows all three companies to share some platforms. For example, the VW Toureg, Audi Q7, and Porsche Cayenne are all based on the same underlying platform.

Some economies of scale are found in purchasing, especially when there are a small number of buyers in a market with differentiated products. An example is the market for television programming in the United States. Only a handful of cable companies, satellite-television companies, and telephone companies purchase all the television programming. As a result, the largest purchasers have substantial bargaining power and can achieve the lowest prices.

While economies of scale can be a significant source of acquisition value creation, rarely are generic economies of scale, like back-office savings, significant enough to justify an acquisition. Economies of scale must be unique to be large enough to justify an acquisition.

Pick winners early and help them develop their businesses

The final winning strategy involves making acquisitions early in the life cycle of a new industry or product line, long before most others recognize that it will grow significantly. Johnson & Johnson pursued this strategy in its early acquisitions of medical-device businesses. J&J purchased orthopedic-device manufacturer DePuy in 1998, when DePuy had $900 million of revenues. By 2010, DePuy’s revenues had grown to $5.6 billion, an annual growth rate of about 17 percent. (In 2011, J&J purchased Synthes, another orthopedic-device manufacturer, so more recent revenue numbers are not comparable.) This acquisition strategy requires a disciplined approach by management in three dimensions. First, you must be willing to make investments early, long before your competitors and the market see the industry’s or company’s potential. Second, you need to make multiple bets and to expect that some will fail. Third, you need the skills and patience to nurture the acquired businesses.

Harder strategies

Beyond the six main acquisition strategies we’ve explored, a handful of others can create value, though in our experience they do so relatively rarely.

Roll-up strategy

Roll-up strategies consolidate highly fragmented markets where the current competitors are too small to achieve scale economies. Beginning in the 1960s, Service Corporation International, for instance, grew from a single funeral home in Houston to more than 1,400 funeral homes and cemeteries in 2008. Similarly, Clear Channel Communications rolled up the US market for radio stations, eventually owning more than 900.

This strategy works when businesses as a group can realize substantial cost savings or achieve higher revenues than individual businesses can. Service Corporation’s funeral homes in a given city can share vehicles, purchasing, and back-office operations, for example. They can also coordinate advertising across a city to reduce costs and raise revenues.

Size is not what creates a successful roll-up; what matters is the right kind of size. For Service Corporation, multiple locations in individual cities have been more important than many branches spread over many cities, because the cost savings (such as sharing vehicles) can be realized only if the branches are near one another. Roll-up strategies are hard to disguise, so they invite copycats. As others tried to imitate Service Corporation’s strategy, prices for some funeral homes were eventually bid up to levels that made additional acquisitions uneconomic.

Consolidate to improve competitive behavior

Many executives in highly competitive industries hope consolidation will lead competitors to focus less on price competition, thereby improving the ROIC of the industry. The evidence shows, however, that unless it consolidates to just three or four companies and can keep out new entrants, pricing behavior doesn’t change: smaller businesses or new entrants often have an incentive to gain share through lower prices. So in an industry with, say, ten companies, lots of deals must be done before the basis of competition changes.

Enter into a transformational merger

A commonly mentioned reason for an acquisition or merger is the desire to transform one or both companies. Transformational mergers are rare, however, because the circumstances have to be just right, and the management team needs to execute the strategy well.

Transformational mergers can best be described by example. One of the world’s leading pharmaceutical companies, Switzerland’s Novartis, was formed in 1996 by the $30 billion merger of Ciba-Geigy and Sandoz. But this merger was much more than a simple combination of businesses: under the leadership of the new CEO, Daniel Vasella, Ciba-Geigy and Sandoz were transformed into an entirely new company. Using the merger as a catalyst for change, Vasella and his management team not only captured $1.4 billion in cost synergies but also redefined the company’s mission, strategy, portfolio, and organization, as well as all key processes, from research to sales. In every area, there was no automatic choice for either the Ciba or the Sandoz way of doing things; instead, the organization made a systematic effort to find the best way.

Novartis shifted its strategic focus to innovation in its life sciences business (pharmaceuticals, nutrition, and products for agriculture) and spun off the $7 billion Ciba Specialty Chemicals business in 1997. Organizational changes included structuring R&D worldwide by therapeutic rather than geographic area, enabling Novartis to build a world-leading oncology franchise.

Across all departments and management layers, Novartis created a strong performance-oriented culture supported by shifting from a seniority- to a performance-based compensation system for managers.

Buy cheap

The final way to create value from an acquisition is to buy cheap—in other words, at a price below a company’s intrinsic value. In our experience, however, such opportunities are rare and relatively small. Nonetheless, although market values revert to intrinsic values over longer periods, there can be brief moments when the two fall out of alignment. Markets, for example, sometimes overreact to negative news, such as a criminal investigation of an executive or the failure of a single product in a portfolio with many strong ones.

Such moments are less rare in cyclical industries, where assets are often undervalued at the bottom of a cycle. Comparing actual market valuations with intrinsic values based on a “perfect foresight” model, we found that companies in cyclical industries could more than double their shareholder returns (relative to actual returns) if they acquired assets at the bottom of a cycle and sold at the top.

3 While markets do throw up occasional opportunities for companies to buy targets at levels below their intrinsic value, we haven’t seen many cases. To gain control of a target, acquirers must pay its shareholders a premium over the current market value. Although premiums can vary widely, the average ones for corporate control have been fairly stable: almost 30 percent of the preannouncement price of the target’s equity. For targets pursued by multiple acquirers, the premium rises dramatically, creating the so-called winner’s curse. If several companies evaluate a given target and all identify roughly the same potential synergies, the pursuer that overestimates them most will offer the highest price. Since it is based on an overestimation of the value to be created, the winner pays too much—and is ultimately a loser.

4 A related problem is hubris, or the tendency of the acquirer’s management to overstate its ability to capture performance improvements from the acquisition.

5 Since market values can sometimes deviate from intrinsic ones, management must also beware the possibility that markets may be overvaluing a potential acquisition. Consider the stock market bubble during the late 1990s. Companies that merged with or acquired technology, media, or telecommunications businesses saw their share prices plummet when the market reverted to earlier levels. The possibility that a company might pay too much when the market is inflated deserves serious consideration, because M&A activity seems to rise following periods of strong market performance. If (and when) prices are artificially high, large improvements are necessary to justify an acquisition, even when the target can be purchased at no premium to market value.

By focusing on the types of acquisition strategies that have created value for acquirers in the past, managers can make it more likely that their acquisitions will create value for their shareholders.