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M&A: The One Thing You Need to Get Right

Roger L. Martin · 2016 · Harvard Business Review, June 2016

Strategy & readinessSourcing & targetsAn owner building the case for a specific target
Why it is on the shelf. This is the most useful single sentence on the shelf for an owner writing an acquisition thesis, and it inverts the way almost everyone reasons about a deal. Martin’s claim is that companies focused on what they will GET from an acquisition, a market, a capability, a customer list, do worse than companies focused on what they can GIVE it.

The Institute's reading

The logic is about who captures the value rather than who creates it. If a target is worth more under your ownership because you can do something for it, and it could not obtain that from anyone else, then the advantage is genuinely yours and the price will not compete it away. If instead you are buying to obtain something the target already has, you are bidding against everyone else who wants the same thing, and the seller collects the difference. Martin names being a smarter provider of growth capital as one such contribution.

For a private buyer this converts an abstract worry into a practical test. Before you make an offer, write one sentence describing what this business will be able to do under your ownership that it cannot do today and could not do under any other buyer. If the sentence will not come, the honest reading is that you are paying for something you did not create, which is the mechanism behind nearly every warning elsewhere on this shelf.

Martin wrote in 2016 against a record year for deal values, exceeding the previous peaks of 2007 and 1999, and his framing of that moment is characteristically blunt. The observation that the pattern rhymes with the tops of previous cycles is itself worth remembering when your own sector is busy.

Key propositions

  • Acquirers who focus on what they can give a target are more likely to succeed than those focused on what they will get from it.
  • Where a buyer can make a target more competitive in a way no other owner could, the buyer rather than the seller captures the reward.
  • Being a smarter provider of growth capital is one of the ways a buyer can enhance a target’s competitiveness.

In practice

  • Write the give sentence before you write the offer. If you cannot say what the business will be able to do under you that it cannot do now, you do not have a thesis.
  • Treat any thesis built purely on acquiring a capability as a signal that you will be bidding against everyone who wants that same capability.

Where authorities disagree

Sits comfortably with Sirower on synergy discipline and with Capron and Shen on searching where your knowledge is real. It cuts against the common roll-up logic of buying for scale alone, which is a getting thesis rather than a giving one, and which the McKinsey programmatic research treats more sympathetically.

Acquisition Conciergeorientation · not legal, tax or valuation advice
Happy to dig into it. What would you like to pressure-test from M&A: The One Thing You Need to Get Right: one of its propositions, how it applies to your situation, or where it disagrees with the rest of the shelf?