Mergers and Acquisitions Security
Corporate Restructuring and Security Management
By Edward P. Halibozek, Dr. Gerald L. Kovacich
Reviewed By Gary Kuty
Although there have been many books published regarding the
joys and perils of mergers and acquisitions, few if any clearly
outline the role of the security manager and the security department
as well as the publication Mergers and Acquisitions Security,
written by Edward P. Halibozek and Dr. Gerald L. Kovacich. The
sub title, Corporate Restructuring and Security Management ties
the merger and acquisition process in with security issues, concerns
and sound management of the process from a risk management perspective.
The authors appear to specialize in publications directed toward
the interaction of security and the corporate world.
At first blush one may perceive this publication to be aimed
at security related agencies that are merging and/or acquiring
other security related companies. Quite the contrary, the book
actually speaks to the more infinite role of the security manager
in corporate America. With great detail, Mergers and Acquisitions
Security walks the security manager and his or her department
through the processes that will require security expertise to
protect the assets of the corporation. Although not directed
specifically toward security or private investigative agencies,
the book is a “must read” for owners of security
and private investigation agencies, as it clearly outlines how
they can best protect their company or any other company involved
in the process.
The authors of Mergers and Acquisitions Security begin with a
historical perspective of mergers and acquisitions and outline
the various types of agreements; e.g., mergers, acquisitions
and divestitures. This section provides the security executive
with a base of information on why there has been a plethora of
mergers, acquisitions and divestitures over the past two decades.
They address the pitfalls that companies should avoid particularly,
from a public relations perspective, if the deal is managed correctly
and information regarding the transaction is properly protected.
Most interesting was the chapter regarding the role of security
and the security manager in mergers and acquisitions. It explains
why it is necessary to incorporate the security manager and his
department immediately into the mix whenever a transaction is
being considered. Every security manager should have this publication
readily available, if for no other reason then to pass along
to their corporate executives to give them an understanding of
the vital role the security department plays in these transactions.
We see Mergers and Acquisitions Security as one method where
corporate security managers can prove their worth and existence
to the corporate staff.
Each chapter builds upon the other like a set of building blocks.
From the pre-merger support and investigative role up to and
including post-merger support that the security department provides,
it fully explains the purpose and role of security in each aspect
of the process. The publication is well written, easy to read
and chock full of references. There are case studies which most
security managers will easily understand and appreciate. By directing
the thrust of the publication towards the security manager and
the security department as opposed to C-level management, the
authors were able to deliver a message in words and examples
that security professionals clearly would understand. By intermixing
ancillary details to mergers, acquisitions and divestitures throughout
the text, the authors help the security professional understand
the moral, legal and ethical processes of such transactions,
adding value to the security professional in the eyes of the
corporate executives.
Private investigators will find this a great read as well as
a useful tool in marketing their services to corporate America
during mergers, acquisitions and divestitures. As the authors
indicate, in many instances the corporate security staff may
not be large enough to fulfill the needs of due diligence from
pre-merger to post-merger. They clearly indicate that it is essential
to gain competitive intelligence and protect the interest of
the employees and company trade secrets during the process. Outsourcing
these services to assist the security department are discussed.
The point is well taken that in most cases professional investigators
or security experts with due diligence experience can certainly
be a benefit during the process.
The checklists alone are worth the read as they provide a blue
print for current and future merger, acquisition and divestiture
processes. The step by step approach the authors utilize throughout
the publication, along with the examples, case studies and
exercises make this a great introductory tool for those new
in the security arena as well as a wonderful reference tool
to those seasoned security veterans. The authors approach
will assist security executives in staying focused on the
process while ensuring that all aspects of mergers, acquisitions
and divestitures being considered by the company, whether
friendly or hostile, are measured and well thought-out in
advance.
Gary Kuty is senior consultant and CEO of Kuty & Associates,
Dayton, Ohio, a security sales and marketing firm. Visit their
web site at kutyassociates.com.
Softcover
150 pages
5.5"x8.5"
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