[Miguel Cortijo Antona]

Everyone plans for systems, culture, and synergies, but but what about decision rights during the transition? From your experience: How often does unclear interim governance slow momentum or create conflict during M&A?

[Miguel Coelho]

Hi Miguel,

Great point.

In my opinion you can devide this issue into 2 parts: 1) the actual deal governance and ways of working and 2) integration of a target company and the correspondent changes on control and DoA. In both cases, if not well defined, it will for sure cause paralysis and conflict, potentially destroying the deal value.

On the Program Governance it needs to be clear who the deal Sponsor is, what are the candence and forums to escalate roadblocks and what can be or not decided by workstream leads.

On the actual integration, the target company and people also need to potentially change some critical processes and delegation of authority within those process (e.g., thresholds for supplier payments approvals, etc) and that needs to be prepared during the integration planning and communicated accordingly.

[Lindsey Edson]

Unclear interim governance is one of the most common—and most underestimated—sources of friction in M&A. In my experience, it can slow momentum almost immediately, even when the integration plan itself is strong.

What tends to happen is that during the transition period, decision rights become ambiguous just when speed is most needed. For example, legacy leaders may still feel accountable for their P&L or functional area, while the acquiring organization assumes certain decisions are now “integration-led.” That overlap often leads to delays, duplicated approvals, or quiet workarounds where teams escalate decisions inconsistently just to keep things moving.

I’ve also seen it create subtle but real conflict between “business as usual” and “integration priorities”—especially when there isn’t clarity on who has final say on things like hiring, vendor changes, or product direction during the interim phase.

The most effective mitigations I’ve seen are very explicit interim governance charters, clearly defining decision rights by category (what stays local vs. what moves to integration leadership), and having a visible escalation path that everyone understands. Equally important is leadership alignment—if executives are not consistent in reinforcing those boundaries, the ambiguity tends to reappear very quickly.

In short, unclear governance doesn’t just slow decisions—it creates parallel decision-making systems, which is where most of the real integration drag comes from.

[Ross Van Allen]

Hi Miguel,
I think this area is one of the most straightforward topics that can be decided from a steerco point of view and maintained in a repeatable manner. PMI teams should be executing against a playbook of sorts, with whatever degree of commonality from one deal to the next as they see fit. However, part of that playbook should have certain “rules” and “standards” in place, which carry various assumptions alongside them. These rules would then contain details surrounding policy and process governance. For instance, will the Acquired Co continue to hold all of their legacy policies and processes in place for a determined amount of time or until milestones are reached, or will the legacy policies and processes cease more or less upon deal close, and the Acquirer’s policies and processes become interjected? Are there any needs to address differences in legacy processes and policies up front to be retained long term, vs fully integrating and applying centralized rules and governance?
In my opinion, all of this should be set out ahead of time, and known at a program level prior to even entertaining acquiring a company. To me, it is instrumental into the culture and considerations of an Acquirer’s acquisition strategy. As you mention, yes it is a small thing. However, it’s a small thing that has tremendous downstream consequences if overlooked.

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