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Articles & papers

The Big Idea: The New M&A Playbook

Clayton M. Christensen, Richard Alton, Curtis Rising, and Andrew Waldeck · Harvard Business Review, March 2011 · Harvard Business Review

Strategy & readinessBuyers deciding what kind of acquisition they are actually making
Why it is on the shelf. The clearest strategic taxonomy of acquisitions in the literature: two fundamentally different reasons to buy, which are valued, integrated and judged in opposite ways.

The Institute's reading

Christensen and his co-authors argue that most acquisition mistakes are category errors. A leverage-my-business-model acquisition buys resources, customers, capacity, products, to feed the buyer’s existing machine, should be priced like a component, and should usually be absorbed. A reinvent-my-business-model acquisition buys a different machine, deserves a price that reflects its disruptive trajectory, and is destroyed by absorption. Paying reinvention prices for component assets, or absorbing the business model you meant to preserve, are the twin failures.

The Institute’s reading: this maps directly onto private deals. A distributor buying a competitor’s routes is leveraging; buying a software company that changes how the industry orders is reinvention, and stapling it to your org chart will kill the thing you paid for. The article is short, free of jargon debt, and worth rereading at the start of every thesis.

Key propositions

  • The purpose of an acquisition, leverage or reinvention, dictates its valuation logic and its integration approach.
  • Absorbing a business model destroys it; component resources usually want absorption.
  • Most overpayment is a category error before it is a spreadsheet error.

In practice

  • State in the thesis which kind of acquisition this is, one sentence, before any valuation work begins.
Acquisition Conciergeorientation · not legal, tax or valuation advice
Happy to dig into it. What would you like to pressure-test from The Big Idea: The New M&A Playbook: one of its propositions, how it applies to your situation, or where it disagrees with the rest of the shelf?