Months of uncertainty and little visible action will be followed by long hours and then – short, sharp shocks. This is how it could soon feel for normal Credit Suisse employees as UBS starts to set up shop.
The pattern is familiar. Shortly after any big public deal, internal memos leak out to the media with CEOs and chairmen exhorting employees to keep working normally, as if nothing had happened.
Everyone will continue to receive their salaries, they maintain, and bonuses will be paid. After the initial excitement dies down, most do, as there is little choice. A holding letter gets sent stating that they continue to be employed and that the conditions haven’t changed.
And then. Silence. Nothing happens. For weeks, maybe even months. Many start to convince themselves that everything has returned to some kind of normality and that very little might change.
Loss of Innocence
But then small things start to happen. Initial meetings are organized with counterparts from the other side. At first, they are usually large group meetings in which everyone gets to introduce themselves and indicate what they do. An innocent, almost convivial gathering.
But this is where things start to change. Subsequent meetings become more detailed. The acquirer showcases how their business is run, and what their systems, processes, products, and services are.
They listen patiently to their counterpart do the same on the other side - but at the end of it they give a more or less clear indication that whatever they thought the acquiree was doing will soon be consigned to the garbage heap of history, regardless of whether it was a better way of doing things or not.
Uncertain Loneliness
It is a watershed moment. That is when those working for the losing party start to feel like prey. Whether senior, junior, new, or old, many develop an ineffable isolation, a kind of corporate loneliness.
They are amazed to see the colleagues around them become extremely capable in the dark arts of some form of self-perpetuating justification in unusually short order.
It becomes hard for anyone to keep a shred of dignity. With time, the backstabbing becomes increasingly unsophisticated and crude. It can end up being as simple as choosing not to tell someone that they were invited to a meeting or picking off names from a CC list of an email that gets forwarded. Nothing that big.
Name Dropping
Internal politicians roam free. This is their ground. Those who previously coasted on thin air and were seen as incapable or incompetent start the inevitable name-dropping.
Somehow, they end up in all the critical meetings, whether asked to go or not. In their defense, the acquirer learns their names quickly and knows who they are.
In the background, most employees spend hours fretting and completing internal spreadsheets filled with long and complex questions. It all relates to the due diligence being handled by an outside investment bank mandated to arrange the sale.
Completely Unprepared
Most are questions that have never been asked as part of a going concern, as it is called, and many struggle to capture all the necessary technical and business considerations. Nothing in their work experience had ever prepared them for anything remotely like this. Even though the business has been sold, all this work still needs to be done to make sure the buyer knows exactly what they are paying for and whether they should get a discount to the original price or not.
The investment bankers who do this for a living soon seem to know the employee’s bank and its different areas better than they do. At least they know where and how to get the information quicker and faster than anyone else. And if it is a wealth management business, all client files will have to undergo arduous review to make sure anyone transferred and onboarded is fully compliant from a regulatory perspective.
A New Normal
To do that, reams of consultants from one of the big four are hired and parked throughout the office at empty desks although they just seem to sit there, read emails, and - very occasionally - type.
It all becomes a kind of new normal and it also lasts for months. But then it stops. The transaction day when the entity will be transferred is imminent.
New spreadsheets prop up with action lists instead of questions and new teams of external consultants appear. They are mostly IT integration specialists, and they start to attend meetings from seemingly nowhere. Their actions are long, cryptic, complex, and indecipherable.
Meetings with HR
After an initial round of non-committal meetings, individual meetings between HR, employees, and line managers start. Some will be given jobs and some won’t. The conditions in both cases are given to them, and they usually have a predetermined amount of time to decide whether to sign the agreements.
It is clear from people’s facial expressions who are going over and who isn’t. But this is also where the fun starts. Management decisions change until the last moment.
Certain teams and people who thought they were in are not while others who thought they are find they are not, voiding the careful political calculations of many.
Day of Transfer
It is a series of short, sharp shocks that continues until the very day of the transfer and even afterward.
What no one fully understands is that the main challenge for management on both sides is simply to keep the two organizations operating fully in parallel alongside each other, and little else.
What that does, however, is turn the business into this unending, murky twilight zone for the individual employee where everything that once seemed right becomes wrong – and vice versa.
