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Mastering HR Due Diligence in Mergers and Acquisitions: Your Comprehensive Guide

by Andrew Sowell, on February 15, 2024

In the landscape of Mergers and Acquisitions (“M&A”), mastering HR due diligence is crucial for identifying human capital risks that could disrupt a successful transition. This article provides actionable insights for conducting thorough HR due diligence in mergers and acquisitions. 

HR due diligence in M&A assesses human capital, identifies risks, and informs integration. The full process involves evaluating contracts, policies, and compensation, employing checklists, and utilizing technology and HR expertise to ensure a smooth transition. 

Read on for strategies and tools that will guide you through the complex HR due diligence process in M&A, ensuring a beneficial outcome for all stakeholders involved. 

The Importance of HR Due Diligence in M&A 

The process of merging two separate companies or acquiring one involves much more than just combining assets and expanding market share. At its core, it is a people-driven endeavor, with the workforce from both organizations being crucial to its success.  

This is where HR due diligence comes into play - empowering the acquiring company’s HR department to thoroughly assess the target company’s human capital, as well as its’ HR procedures and policies to navigate through the complexities of M&A. And with roughly 80% of all mergers and acquisitions failing, according to Harvard Business Review, it’s important to get the process done correctly. 

Financial and Legal Implications 

In partnership with legal and finance departments, HR’s due diligence process acts as a safeguard by mitigating risks associated with human resources procedures, compliance issues, and liabilities.  

By thoroughly evaluating an organization’s HR policies, practices, and processes, due diligence helps to assess adherence to relevant laws and regulations which helps minimize non-compliance hazards. HR due diligence can uncover legal obligations related to employment such as incorrect classification of workers or miscalculations in overtime payments under union agreements.  

Cultural Integration 

Cultural integration encourages alignment of values, beliefs, and behaviors between the merging organizations, promoting teamwork and reducing resistance to change. Think of it as weaving together two distinct tapestries into a unified masterpiece. 

Yet, merging cultures is typically easier in theory than in practice. Companies frequently confront hurdles, like managing employee uncertainty and resistance, maintaining the momentum of integration, and fostering open and effective communication. Overcoming these challenges requires painting a picture of the merger’s background and reasoning, aligning everyone with the vision, and a solid change management plan. Open communication with all stakeholders is key to fostering a sense of unity and shared objectives. 

Key Components of HR Due Diligence 

By reviewing employment contracts, assessing HR policies and procedures, and examining compensation and benefits packages, you can think of HR due diligence as a comprehensive health check-up for the target company’s human resource landscape. 

This process identifies potential risks associated with employment practices while simultaneously providing valuable insights into the organizational culture. Let’s take a further look at the critical aspects of HR due diligence in mergers and acquisitions: 

  • Review Employment Contracts, Agreements and Job Descriptions: Reviewing these documents will identify job terms, responsibilities, performance expectations, and benefits. This can reveal issues like worker misclassification or miscalculation of overtime pay, impacting the cost and legal aspects of M&A transactions. 

  • Review HR Policies and Procedures: This helps to ensure compliance with legal obligations and successful integration with the acquiring company’s practices. Aligning these policies helps avoid legal repercussions and is a significant part of the due diligence process. This is important so all employees are treated fairly, which includes having common policies across new combined organizations. 

  • Audit Compensation and Benefits: This will help you with understanding employment practices and potential liabilities. Noting discrepancies in compensation between merging entities is important to address for post-merger employee satisfaction and compliance. 

  • Consider the Technology Stack: What technology will need to be integrated or replaced? This includes applicant tracking systems, payroll systems, performance management systems, learning management systems, and more. ​

Tools and Techniques for Effective HR Due Diligence 

By using a due diligence checklist, using the top technology available to your business, and speaking with consultants, you can utilize the best practices  for your due diligence process. 

HR Due Diligence Checklist 

When undertaking HR due diligence during a Merger or Acquisition, a well-structured checklist is invaluable. Below is a good starting point for a checklist to guide you through the process, ensuring you cover critical aspects of HR due diligence: 

  1. Employee Information: 

  • Verify the accuracy of all employee records. 

  • Review employee demographics, job titles, and locations. 

  1. Employment Contracts, Agreements and Job Descriptions: 

  • Examine terms of employment, including at-will and contractual agreements. 

  • Confirm non-compete clauses and intellectual property agreements. 

  • Review and update job descriptions,  

  1. Compensation and Benefits: 

  • Analyze salary structures, bonus programs, and incentive plans. 

  • Assess employee benefits such as health insurance, retirement plans, and paid time off. 

  1. Compliance with Laws and Regulations: 

  • Ensure compliance with labor laws, including FLSA, ADA, and EEOC guidelines. 

  • Review past and current litigation and arbitration involving employment issues. 

  1. Organizational Structure: 

  • Map out the organizational chart and reporting relationships. 

  • Identify redundancies in positions and departments. 

  1. Performance Management: 

  • Evaluate the performance review process and criteria. 

  • Review records of disciplinary actions and performance improvement plans. 

  1. Policies and Procedures: 

  • Confirm that HR policies are documented, communicated, and enforced. 

  • Check for standard operating procedures in HR-related functions. 

  1. Cultural Assessment: 

  • Assess the company culture and values alignment. 

  • Identify potential cultural integration challenges. 

  1. Talent Management: 

  • Identify key talent and high-potential employees. 

  • Review succession planning and employee development programs. 

  1. Employee Relations: 

  • Investigate employee grievances and dispute resolution mechanisms. 

  • Check the status of labor relations and union contracts, if applicable. 

  1. HR Technology and Systems: 

  • Evaluate HR information systems for functionality and data integrity. 

  • Review data security measures and compliance with data protection laws. 

  • Determine what integrations will be necessary and any redundancies in technology assets 

  1. Risk Management: 

  • Identify potential HR risks related to the Merger or Acquisition. 

  • Develop mitigation strategies for identified risks. 

  1. Integration Planning: 

  • Outline plans for post-merger HR integration. 

  • Establish a timeline for integrating HR systems and processes. 

This checklist serves as a comprehensive guide to ensure that HR due diligence is addressed methodically. 

Technology Solutions 

With the rise of digitalization, technology has become essential in transforming HR due diligence. Innovative solutions, such as due diligence software, offer a more streamlined approach to managing requests and communication while handling documents all within one platform. This means traditional manual methods like spreadsheets and emails are quickly being replaced. 

Along with the benefits of technology comes the responsibility to ensure data security. It is crucial for technology solutions to have strong measures in place including encryption of sensitive information, regular security testing, and reliable firewalls throughout the entire process. This can also help ensure compliance with privacy laws such as GDPR and CCPA. 

For instance, during the due diligence process, a company's employee data, which may include personal identification numbers, salary details, and health records, could be exposed to cyber threats. Without robust encryption and firewalls, this sensitive information could be vulnerable to breaches, leading to legal repercussions and loss of trust. 

Professional Assistance and the Role of PEOs in M&A 

While technology and checklists streamline the HR due diligence process, the complexity of Mergers and Acquisitions often necessitates professional assistance. Engaging with a Professional Employer Organization (PEO) can provide specialized knowledge and support, ensuring a smooth HR outcome.   

Key Items to Know When Engaging PEOs: 

  • Compliance Expertise: PEOs are adept at assisting with  compliance with employment laws, which is crucial during the restructuring phase of M&A. 

  • Benefits Management: They can manage and merge employee benefits programs, reducing administrative burdens and ensuring continuity. 

  • Employment Infrastructure: PEOs offer HR systems and processes that are scalable and efficient, reducing the technology burden of M&As. 

  • Cultural Integration: PEOs offer dedicated HR expertise and guidance on cultural alignment and employee engagement strategies post-merger/acquisition. 

Read more: What is a PEO?  


Managing Talent and Retention During M&A 

Managing your workforce during a major company transition can be difficult. It’s important to identify key personnel and maintain communication channels to make sure your workers have all their questions answered during the transitional times. This can ensure a smooth integration for all companies and their employees. 

Identifying Key Employees 

Key employees refer to employees who hold pivotal roles within the organizations. If these employees were to depart from the company, there could be significant implications on performance and morale. 

Communication and Engagement 

Simply acknowledging employee performance is usually not enough—companies must also prioritize efforts towards keeping these essential team members engaged by implementing new and effective communication strategies. 

By articulating the reasons for the change and keeping an open dialogue, employees will feel like they are actively involved and have more control during the transition. These efforts can alleviate concerns and foster collaboration—sustaining overall morale. 

Post-Merger Integration and HR Challenges 

Once the dust has settled, the focus turns to the post-merger world and how you can efficiently manage your human capital. Generally, a shared philosophy needs to be found between the companies.. 

As said before, HR may face cultural changes, communication issues, or talent that has been driven away due to the change. By establishing a company culture and understanding, as well as streamlining HR processes, one can continue to stay successful post-merger.  

Aligning Company Cultures 

The process of aligning cultures during a merger involves: 

  • Understanding Differences: Recognizing and respecting the unique aspects of each culture. 

  • Creating a New Vision: Developing and communicating a shared future that draws the best from both cultures. 

  • Facilitating Integration: Encouraging collaboration and teamwork through open dialogue. 

Clear, transparent communication is critical for building a cohesive culture in the newly merged organization. 

Streamlining HR Systems and Processes 

To achieve efficiency in the merged entity, it's important to: 

  • Consolidate Technologies: Merge disparate HR systems into a singular platform where possible. A PEO can offer a comprehensive HR tech stack to achieve this. 

  • Oversee Data Migration: Ensure accurate and secure transfer of employee information. 

  • Establish Data Security: Implement robust protection measures for sensitive data. 

Careful planning and the application of suitable integration tools are crucial for a seamless transition within HR systems. 

Need a Vendor Partner To Reduce Headaches During a HR Due Diligence Process in a Merger and Acquisition? 

Understanding the complexities of HR due diligence during Mergers and Acquisitions is pivotal for the success and smooth integration of your business. The right approach in this process can enhance employee relations, ensure legal compliance, and contribute significantly to the overall success of the merger or acquisition. 

By utilizing a PEO like LandrumHR, we can help you scale organically or through a M&A. Having all your employees and technology contained in one vendor partner can significantly reduce headaches during the growth process.  

Contact our team to discover how our services can bolster your HR due diligence strategy and help drive the successful integration of your business.  

Andrew Sowell

Andrew Sowell currently serves as the Director of Business Development for LandrumHR. He received his degree in Business Marketing from Florida State University and has an extensive background helping business owners solve problems that impact the bottom line. His passion is consulting with business owners and highlighting areas where the company can save money, increase profits, improve employee engagement, and protect the business from compliance issues.

View more blogs by Andrew Sowell