What makes or breaks an acquisition: A case study in getting the process right

Headshot of Eben Harrell, senior editor at Harvard Business Review.
By Eben Harrell

Research has found that companies completing many merger and acquisition deals regularly create more value than those completing the occasional large transaction—suggesting that M&A is a skill an organization can learn.

While nonprofit M&A activity has traditionally lagged behind the corporate world, it’s possible that the sector will soon see an uptick as disruptive technology, the retirement of long-serving CEOs, and a possible recession drive consolidation. In that context, the insights gained from Leading Edge’s acquisition of Boardified in 2022 are especially useful and timely.

I recently documented five lessons learned as part of this M&A. Here are the key takeaways:

1. Identify the deal thesis—with a bias for positive synergies.

Leading Edge’s acquisition of Boardified shows the value created when two healthy ventures come together. Leading Edge was making large strides in assisting the sector’s professional leadership but had not quite figured out the most impactful ways to support strong board leadership to empower and partner with these professionals.

Boardified filled that gap through its programs and tools designed to strengthen Jewish nonprofit boards—and Leading Edge was deeply familiar with Boardified’s work due to a longstanding relationship between its CEO, Gali Cooks, and Boardified’s CEO, Alicia Oberman.

Boardified saw many of the same synergies—its mission to promote good governance relied on both strong boards and strong relationships with professional staff. The acquisition also provided the opportunity to join a growing organization with a national footprint.

2. Move quickly to due diligence.

Leading Edge’s executive committee’s experience in the for-profit world examining but passing up on many deals over the course of their career had taught them that decisiveness can be a valuable attribute during due diligence. Cooks’ first approach to the committee was to suggest that Leading Edge and Boardified undertake a trial partnership with a view to a full merger down the road. The group encouraged her to put her foot on the accelerator instead. Cooks was surprised and empowered by this advice.

3. Find the right facilitator.

Oberman and Cooks agreed to retain Netaly Ophir-Flint, a strategy consultant based in Israel. On paper, it was not a logical choice. Ophir-Flint was not an M&A specialist, and her location meant that they would not have the opportunity to meet in person, instead conducting sensitive negotiations virtually. But both sides credit Ophir-Flint with playing an instrumental role in the negotiation’s success—further proof that finding talent with the right skills is always more important than finding someone with experience.

“This kind of process is very emotional,” explains Ophir-Flint. “The technical elements are not at the heart of a deal like this. Nonprofit professionals usually do their jobs not for high-paying salaries but because they are emotionally dedicated to the work that they do. And any merger or acquisition involves deep change, which can bring up losses for people. The key as the facilitator is to craft a process which holds the emotional piece and not just the technical piece.”

4. Let the staff lead.

“I know in the for-profit world, M&A is handled by a small group of senior executives, often behind closed doors,” explains Cooks. “But as a relatively small nonprofit, it felt important that this wasn’t seen as ‘Gali’s deal.’ It was important for the staff to feel ownership.”

Similarly, Leading Edge’s board intentionally took a backseat through the due diligence process. Scott Kaufman, the board chair at the time of the acquisition, learned from previous failed M&A negotiations in his career that it is not the job of a funder or board chair to lead the acquisition process. “The staff need to be in the driver seat of an acquisition,” explains Kaufman. “The key is to give them the psychological safety to really let you know what they think—the good, the bad, and the ugly.”

5. Don’t underestimate the work.

A 2009 Bridgespan Group report highlighted a lack of funding for due diligence as a common barrier to nonprofit mergers and acquisitions. Leading Edge overcame this challenge by tasking staff with helping with due diligence, while also continuing to run day-to-day operations. Once the deal was approved, staff then became responsible for orchestrating the post-merger integration, again while having to continue to deliver Leading Edge and Boardified’s full slate of programs. The result was overwork that drove many to the verge of burnout.

Cooks and her senior staff recognized the risk of underestimating the work involved, but they still fell into that trap. Cooks now believes that she should have been more sensitive to the risk of overstretching her team. “It’s really hard at a nonprofit to tell your constituents and your funders that you are going to scale back output so you can focus on internal work,” she explains. “There’s implicit pressure to continue to deliver results. And there’s always the insecurity that funders will lose interest if you go quiet for a while.”

The bottom line: Give process its due.

Since the reason to pursue any given M&A is the opportunity to create new value, leaders are naturally drawn to focusing on the first lesson listed above: identifying the deal thesis and making sure that the potential value created will be worth the inherent risk and disruption of an M&A process. Yet, as the rest of the lessons above demonstrate, a solid deal thesis is a floor, not a ceiling, and even the best deal thesis cannot guarantee a successful merger or acquisition.

In reflecting on how much of the success of the acquisition of Boardified revolved around process, Cooks says that this experience has enriched Leading Edge’s understanding of the centrality of process to outcomes—a lesson that can benefit the entire nonprofit community. Nonprofits are known for caring about people externally, via their missions and programs, but as this acquisition demonstrates, internal human factors can just be as important for leadership and management—in any kind of organization, and whether in M&A contexts or far beyond.

Eben Harrell is a senior editor at Harvard Business Review.