The acquisition of Canada, Part Three

September 2, 2008, 4:37 PM UTC
Fortune



We now turn to some of the roadblocks that stand in the way of the acquisition under review. There are certainly many, and they are significant enough to give us pause. All major transactions of this sort do have such issues, of course, and history might be different if those in charge of past efforts like this one had heeded those who raised them.

If Rome, for instance, had not attempted to acquire the corporate entities of the Middle East, Asia and Africa, we would not have known of Cleopatra, Hannibal or Pilate, but the Empire might not

have stretched itself so thin that it eventually snapped. If Spain hadn’t decided to re-Catholicize England, would it still have an Armada? Shouldn’t Napoleon have listened to those who advised him against attacking Russia in the wintertime? And how about Jerry Levin?

At any rate, we would be fools indeed if we did not look these questions straight in the face before we moved on so weighty a matter. Here are some that suggest themselves:

Cultural:The acquisition target has its own brand, albeit a somewhat less high-profile and rudimentary one, of which it is proud. Thought should be given to whether some form of continuity should be considered, i.e. incorporation of the maple leaf into future iconography after the merger. As populations have shifted throughout the globe over the last several years, the distinctions between nations have also blurred, however, making the merger of formerly discreet entities more conceivable. Canada is no longer exclusively the domain of lumberjacks and fisherfolk from Scotland and France, any more than Minnesota is an outpost of Stockholm and Oslo. This melding of peoples ultimately renders the entire idea of inviolate nations somewhat obsolete in the long run. Integration of cultures, however, would need to be aggressive and immediate if the merger were not to founder.

Different Benefit Structures: As has been pointed out by several commentors, Canada has a much better health plan, and would be loathe, for very good reasons, to revert to the dysfunctional system under which U.S. citizens must live and die. An analysis is clearly in order to see whether the better s

tructure of the new operating division should be incorporated into the whole. Taking away a superior system in such situations is often a recipe for unnecessary social upheaval. Acquiring parties that intend long-term growth of the merged entity are responsible for overallimprovement of social infrastructure, not its destruction and degradation. That’s the difference between Marcus Aurelius and Genghis Khan or, for that matter, the guys who decided to take away your pension in the most recent corporate reorganization. That’s not what the uber-concept of this deal is all about. A great merger incorporates the best from both parties and jettisons the aspects of each culture that do not work going forward. Putting a Canadian team on the consolidation of health care policies might be a good place to start.

Resistance to Change: This is a polite way of suggesting that portions of the acquired party might prefer to remain independent of the new entity. In spite of the obvious benefits to all sides in this deal, there are those who will oppose it. As anyone from Yahoo will tell you, being the subject of scrutiny by an infatuated and somewhat unwanted suitor, particularly one that is quite big, fat and at times obnoxious, is unpleasant. One is conducting one’s business. One feels good about one’s corporation. Suddenly, there is a hungry snuffling gorilla in the tent. At the end of the day, there are those who are sentimental about their organization and who do not wish the upheaval that is always involved in a change of management structure. Representatives of this group will be found both at the top end of the scale — in existing management, the Canadian “military” and other portions of the ruling class — and in the huge, disorganized mass of highly independent folk spread across the gigantic operating landscape as well. A carrot/stick strategy must be explored and executed with some dispatch if the merger is not to be doomed from the start, as many seem to be.

These are but a few of the macro-problems that will face us as we move closer to our goal. They are not unique to this venture. But the scale of the proposed enterprise makes them all the more thorny.

Next: How to get it done.