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Lessons From A Case Study For Greek Banking M&A Negotiations
Lessons From A Case Study For Greek Banking M&A Negotiations
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47,8 Lessons from a case study for
Greek banking M&A negotiations
Nikolaos Konstantopoulos
1300 Department of Business Administration, University of the Aegean,
Chios, Greece
Received November 2007 Damianos Sakas
Revised July 2008
Accepted July 2008
Department of Computer Science, University of the Peloponnese,
Piraeus, Greece, and
Yiannis Triantafyllopoulos
Department of Business Administration, University of the Aegean,
Chios, Greece
Abstract
Purpose – The purpose of this paper is to examine the factor “Staff’s beliefs, attitudes and social
representations” vis-à-vis the part it plays during the negotiation process in the effort of the two leaders
of the Greek banking branch to merge.
Design/methodology/approach – The codification is attempted by means of software, so as to
clarify the trends for negotiations in win-win conditions. Data were collected by the negotiation
process of two large banking companies.
Findings – The paper concludes that the private or public character of each banking organization
involved in the negotiation process of aiming at a merger will affect its strategic choices in relation to
the role played by human beliefs and professional attitudes during the negotiations. Additionally, the
research has pointed out some elements that are explained and justified by the existing circumstances
in the particular banking area. The fear of change, the stress, the insecurity and the loss of morale are
also pointed out as being significant factors.
Originality/value – The paper is based on research of two different sectors – private and public –
and how the employees of two organizations belonging to these sectors react and affect the result of
the merger.
Keywords Negotiating, Acquisitions and mergers, Human resource management, Greece, Banking
Paper type Research paper
Introduction
The world credit system has gone through a process of restructuring and repositioning
both at the industry and organizational levels. The banking sector is in the centre of
this process. Bank mergers and acquisitions, globalization and internationalization of
their services and products, changes in their organizational structures, innovations in
their human resources practices, are just few of the examples of changes in the banking
institutions.
Management Decision
Vol. 47 No. 8, 2009 The authors would like to express their special thanks to Professor Gary D. Geroy, who acted as
pp. 1300-1312 “research outreach support emissary” on behalf of Emerald, coaching them to review this paper.
q Emerald Group Publishing Limited
0025-1747
With his contribution and constructive suggestions, they managed not only to revise and submit
DOI 10.1108/00251740910984550 this paper in a structured form, but also to communicate their research more efficiently.
However, until the early nineties, the Greek banking system was functioning in a Greek banking
status quo of rules and regulations, which constrained the development of an expanded M&A
and integrated bank structure. Hence, business suppleness was a difficult affair in
Greek banking (Andrikopoulou, 2002). negotiations
The changes in structure in the banking branch occurred mainly through
privatization and M&A processes, but frequently the outcome had limited control and
ability to act especially after conforming to dictates by EU directives (Angelis et al., 1301
2005).
At the same time expectations were created that banking in Europe had entered a
period of restructuring. One influence of the expectation for restructuring is the result
of the European Financial Market exerting pressure for an increase in the average bank
size (Gianopoulos, CFO Alpha Bank, 2006) so that they have bigger scope.
The number of Greek banks declined after 2002, from 20 to ten, with the basic
traders being: National Bank of Greece, Eurobank, Alpha, Emporiki Bank and Piraeus
Bank. In the banking branch, the moving force for the merger process was
privatization. All the previously mentioned banks have merged with smaller banks in
the Balkans. However, by consolidating their presence in a resurgent market they have
made themselves at the same time targets for larger European Union banks
(Andrikopoulou, 2002).
Guiding propositions
While M&A banking activity is on the rise, a positive outcome is not always assured.
Proposition: Our proposition is that the human factors (i.e. the administrative groups,
and specific HR circumstances – among others) often present issues of great potential
impediment to a successful M&A negotiation endeavour. The historic motive within
M&A’s negotiations was to engage scale economies, whose development and exploitation
presupposes the support of the corporations. Yet, the problems that may need to be
addressed in Bank M&A’s negotiation process frequently are not just the associated legal
and financial factors (the focus of traditional negotiations). In fact, an erroneous
assumption concerning the degree and type of support of the corporations’ human factors
can lead to ultimate failure of the M&A negotiation. Therefore, we suggest that another
critical dimension to be embraced in the negotiation is the human factor.
Given the previously mentioned proposition, an increased examination of the role
played by human factors in successful mergers and acquisitions negotiations within
the Greek Banking system is due. However, not only are human factors in the M&A
negotiation process an embodied influence in the negotiation procedure process itself –
they are critical to the successful post negotiation implementation of the M&A.
Proposition: It is comprehensible that the negotiation procedure itself – which
contributes to the merger between two banks – is a critical influence of the functional
ability of the specific branch to implement the outcome emerging from completion of
the M&A negotiation (Schraeder and Self, 2003).
Sitkin et al. (1996) suggest the negotiation process is the critical mediator between
the strategic decision about the merger of two banking organization – or the
acquisition of one bank by another – at one end of the M&A continuum, and the
operational results from the merger or acquisition at the other end of the continuum.
During this negotiation process, many important strategic decisions occur. As noted
MD previously, the negotiation process historically is dominated by the need to optimize
47,8 scale economies – a non-human factors orientation.
By embracing human factors’ considerations in the negotiation process,
consideration and awareness is attained regarding the role of human factors in the
implementation of the outcome of the negotiation of the M&A agreement.
Human resources (employee and top management behaviour) and the way they
1302 adapt, react and function in a M&A process and the implications for the success of
post-negotiation implimentation is an importan study issue for many researchers.
The problem
From the previous discussion it can be concluded the factor of human resources’
behavior before and after merger, plays a significant role for the course of the
MD organization results from the merger. Our intention in this article is to report what was
47,8 learned regarding the importance of this factor during the M&A negotiations that takes
place before the merger of two banking organizations. Most research on enterprises
entering negotiation processes is focused the dimensions (variables) that create problems
(Balmer and Dinnie, 1999). Furthermore, the researchers have limited their examination
on the optimum negotiation conditions between the two enterprises involved in the
1306 merger. What is missing is an exploration of the role of humans’ behaviour related to
beliefs, attitudes and social representations in the negotiation process.
To achieve the basic aim of this research, that is to investigate the humans’
behaviour in the negotiation process of two banking organizations aiming at their
merger; we needed to begin by taking under consideration the totality of prevailing
conditions as well as the total of the variables. To identify the total of variables that
take part in the negotiation process we focused our attention on a merger effort of two
big Greek banking organizations at the end of 2001. From the available data derived
from the five-month period of negotiations between the two Greek banks, a wide range
of variables were identified, which we categorized by rule of their basic components
(Babbie, 1989).
This categorization ultimately led us to conclude that ten basic variables took part
during the evolution of the negotiation of the two banking organizations. These were:
process, equality, collaboration, negotiation structure, staff beliefs and attitudes,
stockholders briefing, assurance of high executives, and assurance of middle
executives, communication, and resources.
After locating the main variables that were related to the specific merger process,
we focused on one of the previous variables which, for this particular research effort
was the variable of Staff Beliefs and Attitudes with its attendant human factors.
For our study, staff beliefs and attitudes were defined as the total of the main
behaviours displayed by the executives of the organizations under merger, during the
negotiation. For example; The amount and the way the executives display stress and
fear of change greatly depends on the culture of the involved parties (Panchal and
Cartwright, 2001). Differences in culture also play a significant role in relation with
several factors during negotiations.
In the actual banking status of Greece, where an effort is made to merge private banks
with banks that belong to the public sector[1], the problem becomes more intense since
the executives of the latter are not willing to abandon the heavily structured labour and
administrative public regime, while on the other hand the executives of a private bank
often display substantial flexibility aiming at opportunities for development.
The negotiation concepts for a win-win result are almost the same in Greece as in
the UK for example (Fraser and Zarkada-Fraser, 2002) but in these two countries a
large-scale denationalisation is taking place. Despite this fact in Greece there seems to
be no great disposition for concessions. In perspective, the Greek public bank employee
does not seem willing to easily yield the benefits that the powerful syndical movement
has obtained, in order to create profitable mergers.
Research questions
The study reported here was guided by the following research questions:
(1) What is the importance that the variable “staff behaviour[2]” might play during
a negotiation process aiming at merger in the Greek banking area?
(2) How are the strategic actions and reactions (behaviors) of the executives during Greek banking
negotiations affected by the “institutional form” of the bank involved in the M&A
negotiation process aiming at merger? (bBy the term “institutional form” we
mean the private or public character of each banking organization). negotiations
Data summaries
The first factor in “staff behaviors” is stress; according to the research findings of
Table I we conclude that the decision makers of the merging bank have more stress
than that of the merged bank. The qualitative research showed that the finding is fully
justified, since the merging bank, both during the negotiation and during the
realization of the merger, has much more goals to achieve.
Many researchers have examined the total of the factors that produce insecurity to
the employed when their organization is involved in M&A process (Appelbaum et al.,
2000). In this specific research the people of the private bank have more fear of the
oncoming change. The best choice for the avoidance or the elimination of such
phenomena is open and unhindered briefing (Smye and Grant, 1989).
In the attitude “feeling of loss and insecurity” we see that the negotiators of the
private bank have a lot of insecurity. The finding of our research is totally justified
since the study of M&A in international banking, so far, proves that achieving goals is
much easier when they are connected with reduction of cost than with increase of
earnings. This is absolutely true since it entails restructuring employment, but is
proved to be very difficult in the Greek area.
Thus, the negotiators of the private bank, that is also the less powerful according to
its percentages of sales (turnover) in this specific branch, understand that their position
in the new organization is uncertain, so long as the cost reduction is applied.
In Table II it is shown that both sides, in a total of ten factors, rank “Staff
Behaviors” in the second place. Indeed, this may even be the first most important factor
for the success of M&A. Furthermore, many researchers with an equally high estimate
of significance and contribution to successful M&A suggest a well-structured
communicational plan in order to avoid loss of morale or fear of change (Kelly, 1989).
Banking sector
Negotiation for merger and acquisition
Factors Public bank Private bank
Staff functions 4 4
Stress 4 3
Table I. Fear of change 2 4
Public and private staff’s Feeling of loss and insecurity 2 4
behaviours Loss of morale 2 3
In Table III we can see that the finding of the research is that despite the fact that the Greek banking
involved parties disagree on secondary factors, they fully agree on the significance of M&A
the factor “staff behaviors”, in terms of the vigilance they should have regarding the
reassurance of the staff. This finding reflects the particularities of the actual status in negotiations
Greece (powerful trade-union movement) but also the true worries of the researchers.
Conclusions
1309
The research has pointed some elements that are explained and justified by rule of the
existing circumstances in the Greek banking area. The fear of change is bigger and
more significant factor for the negotiators of the private bank, while for the negotiators
of the public bank it stands rather low in their estimation.
This difference is easy to explain if we resort to the “assurance of employment” that
is guaranteed by the trade-union vehicle of the public bank’s employees. The difference
created regarding the parameter of “fear of change” becomes even more important
factor for the negotiation process, if we take into account the fact that the variable
“staff behaviours” holds the second place of importance between the ten basic
variables, in the estimation made by the executives of the two companies participating
in the merger process.
On the same reasoning we should face the second significant difference that results
by the estimation of importance of the parameter “feeling of loss and insecurity”. The
negotiators of the private bank touch absolute importance (four out of five in the
estimation of the specific factor, while the negotiators of the public bank do not
consider insecurity an important factor.
On the contrary, the stress dimension is a rather important factor for the public bank
negotiators, while it remains important for the negotiators of the private bank also.
Banking sector
Negotiation for merger and acquisition
Factors Importance of factor
Staff behaviors 2
Stress
Fear of change
Feeling of loss and insecurity Table II.
Loss of morale Importance of factor
Banking sector
Negotiation for merger and acquisition Basic trends
Factors Agreement Secondary trends
Staff behaviors
Stress Win-lose Possibility of agreement
Fear of change Lose-win No chance of agreement Table III.
Feeling of loss and insecurity Lose-win No chance of agreement Possibility of agreement
Loss of morale Lose-win Possibility of agreement or disagreement
MD If we add to these results the fact that finally the merger of the two banking institutions
47,8 did not end with success, one can realize that the variable of “staff behavior” played a
significant role in the final outcome of the negotiation process.
Finally, we suggest that M&As be viewed in part as cross-culture interventions
because it does affect the individuals associated with the participating organizations’
cultures. As such, the M&A negotiation address human factors and becomes critical to
1310 the ultimate success of the effort. In the case of mergers within the EU and in Greece in
particular, three cross culture dynamics potentially will exist. First, there may be truly
an M&A effort involving organization which have at their core, differences in
socio-political cultural norms. Second, there may be within certain political nation state
entities, those mergers, which embrace the private and public dynamic. Like the
inter-nation state merger effort, there will be its own form of cultural differences which
is based in the norms of the organizations’ domains. Finally, there will be the dynamic
of a dominant and minority relationship.
This study allows us to advance two new questions for consideration. First, is there
a correlation between the degree and manner to which human factors are treated on
parody with other dynamics in the M&A negotiation and the degree and longevity of
the success of the effort? Second, is there a correlation between the degree and type of
cross-culture intervention during the M&A process and the degree to which the
minority organization’s human resources either withdraw or engage in the building of
a sustainable partnership.
Notes
1. Indeed, the data of this research are collected by the merger of two major Greek banks, in
which case the most powerful of the two banks has the character of a public organization”
while the second one is the third more powerful bank of purely private interest.
2. That means the actions and reactions of the executives of the two banks in merger
negotiations is due to their beliefs, attitudes, and social representations.
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MD About the authors
Nikolaos Konstantopoulos is an Assistant Professor at the University of the Aegean. In the past
47,8 he has been Director of Communication and Human Resources in anonymous companies. His
research interests are: strategic management, entrepreneurship, business organization,
negotiation. Nikolaos Konstantopoulos is the corresponding author and can be contacted at:
nkonsta@aegean.gr
Damianos Sakas is one of the teaching personnel of University of the Peloponnese. In the past,
1312 he has served in the press and communication office of the Greek Prime Minister and has an
academic background and previous experience in Anonymous Companies, in relation with the
Administration of Enterprises. He gained his Doctorate in Enterprising Negotiation. His research
fields are negotiation, business communication and knowledge management.
Yiannis Triantafyllopoulos is a PhD candidate in the Aegean University. He is an executive
member in the BP company. His research fields are in Mergers and Acquisition, Performance
Management and Strategy.