Mitigating the IMPACT of a Merger

Mergers are constantly in the news today. Many companies have large amounts of cash reserves available and ready to use, and they are looking to increase market share. A good way to use those reserves is to purchase other companies, thus mitigating...


Mergers are constantly in the news today. Many companies have large amounts of cash reserves available and ready to use, and they are looking to increase market share. A good way to use those reserves is to purchase other companies, thus mitigating competition or enhancing a product offering by acquisitions of supportive products or services. As the economy improves, the integrated organization is in an excellent position to gain market share by providing a better offering and/or reducing prices.
Mergers can be beneficial in many ways, to both the companies involves and to the end-user. Since they are very commonplace and will continue to be part of the business environment for the foreseeable future, it is important to look at the impact mergers have on security departments — specifically on the electronic security systems.
Merging companies provides serious challenges for the security departments. The merger impacts security personnel, morale, established philosophies, operating procedures, egos and even the existing electronic security systems. The lack of functional goals and minimum standards will allow electronic security systems and personnel to be excessive in some facilities, while being inadequate in other facilities.
Typically, the acquiring company will, to a large extent, drive the direction of the electronic security system philosophy, configuration, scope and manpower.

Combining Electronic Security Philosophies
The acquiring company should not force-feed compliance. The combining of electronic security philosophies, configuration and scope will usually be more of a political process than an engineering process. Psychological issues must be overcome, and solving these issues will lead to an amiable approach to reach the best solution.
Any existing electronic security system should be effective and provide a benefit to the company or facility — these systems have generally evolved over the years to perform a reasonable function. Whether a systematic, efficiently functioning system or an evolved system that is performing at an acceptable level, they are the systems that the Security departments support, because the systems are already known and understood. This psychological favoritism for an electronic security system is the first issue that must be overcome when systems merge. This favoritism of philosophy, operations and electronic equipment is due to the “ownership” mentality within both of the companies in the merger. It may be difficult to objectively evaluate the existing electronic systems, operations and philosophies to develop a “best solution” — not to mention overcoming the expected animosities of the employees in the company being acquired.
The best solution process requires a unified agreement and a focused list of security functional goals for the merged enterprise. Both security philosophy and electronic security issues must be considered to develop functional goals.

Creating a Common Badge
Access control is often one of the first areas of concern. A functional goal might include ensuring that every employee has a common badge that enables access to common areas in all facilities throughout the merged company. The acquiring company may choose to keep its original access control system and access control badges, causing the acquired company or companies to adopt the electronic access control system and badge. More commonly, the merged company chooses to migrate to an entirely new access control system and badge.
Employees and executives who travel between facilities will find it obvious when there is no universal badge. Without one, the travel between facilities might require a handful of electronic access control badges to allow access to the various facilities. Electronic access would have to be handled with many badges containing the various technologies and protocols. The only other approach is to provide pre-approving an employee visit to a facility, which also detracts from a one-company culture.
The first step is to provide a universal badge that looks the same and will be recognized as the official new company badge. Common issues when creating a universal badge include: Placement of picture and name on the badge; badge orientation — landscape or portrait; font used; company logo; colors; size; any printing on the back; clearance level; years of service, etc.
The creation of employee ID badges tends to be a very emotional and sensitive issue. Employees at each company involved in the merger tend to have an emotional attachment to the badge they have grown accustomed to and change can be painful and a long political process if not handled properly. Solving and defining this list will provide a badge that looks the same across the company, but it does not address electronic access control.

Standardizing Technology
A somewhat less emotional, but more of a technical challenge is to provide a standard electronic access control technology that must then be incorporated inside the new employee identification badge. However, defining a technology does not, in and of itself, ensure electronic compatibility with the various electronic badge readers that exist throughout the new merged company.
Developing a standardized technology and protocol will have a cost impact on the merged company and cannot typically be accomplished in a short period of time. Just manufacturing a badge that looks the same requires time to develop and distribute. On the technology and protocol side, equipment may need to be replaced, multi-technology badges developed, multi-readers in common areas or other options to transition to the standardized technology and protocol.
The best way to determine impact, schedule and cost is to survey each facility to define the level of effort and time required to implement the chosen technology and protocol.

Defining Functional Goals & Technology Roadmaps
Upper management must define some security philosophies that they want to apply across the new combined company in the form of functional goals. These functional goals should be defined and expanded by a team of stakeholders to make them a real-world solution. The challenge for the security department is to develop a standardized philosophy and minimum standards to meet the functional goals.
Functional goals tend to expand in their implementation, requiring other standards to be defined in order to reach the original functional goal. In the example of a universal employee badge, the obvious unresolved problem becomes defining a universal badge for contractors and visitors. This can be a special badge totally different from employees and it may or may not include a technology. Electronic access control might be limited to employees, while contractors and visitors must be escorted.
Besides using or not using a technology, other issues such as pictures, areas of access, badge layout, etc. must be determined for the contractor and/or visitor badge. The handling of visitors and contractors is now a security standard of the new merged company.
Other functional goals should go through the same development process. The functional goals must clearly express the objective to be achieved in a statement. A team of security stakeholders — typically a member of the security team, technical support personnel and some level of upper management — must then evaluate the functional goal, and a plan can be developed.
This functional goal is often placed on a roadmap that is facility-specific, time-specific and addresses any funding issues. Many times, functional goals for the merged company will require months or even years reaching completion, meaning that milestones are developed and added to the roadmap — providing a way to show progress and provide checkpoints that allow progress to be measured. Without specific dates on the roadmap, the functional goal will often not be realized and the merged company will find itself in “analysis paralysis.”
Upper management’s “buy-in” at the roadmap level will enhance the probability of reaching the timetable on the roadmap and assist in obtaining the funding to proceed smoothly.
Functional goals might impact other components of an electronic security system, such as CCTV, electronic security alarms, etc. The process is the same no matter what part of the electronic security system might be involved. Functional goals must be prioritized and limited to about five — others can be added as higher-priority goals are accomplished. This will provide a level of insight as to what upper management wants the merged security department to accomplish. It also allows for overlapping goals to be addressed in a more holistic fashion.
Many times, minimal standards will be set that will allow easier implementation of functional goals. For example, several different functional goals could be defined that affect the CCTV system. To facilitate implementation of the goals, minimum light levels could be defined for building exteriors and parking lots.

Developing a “One-Company Culture”
Nothing says more about the lack of a of a company philosophy than different company benefits, HR policies and corporate cultures.
Functional goals are an important step in providing a “one-company” philosophy with a more holistic view of upper management’s vision of security and its role in the new enterprise. Without well-defined functional goals, the one-company culture is difficult to achieve. ?

Robert Pearson holds a BSEE and is a Registered Professional Engineer. He has been an instructor at George Washington University, teaching “Integrated Security Systems” and “Corporate Security Management.” He has written numerous articles for various technical magazines and has recently published a book, “Electronic Security Systems.” On a day-to-day basis he oversees design, project management, and maintenance of security systems for multiple sites. He is a member of A/E National Standing Council for ASIS International.