فرهنگ سازمانی و تغییرات پس از اکتساب در سیستم های کنترل مدیریت : تجزیه و تحلیل از یک مورد موفق برزیل

This paper analyzes the effect of organizational culture on the post-acquisition management control system (MCS) of the Brazilian company Extrativa Metalquímica Inc. after its acquisition by the FASA Participações Group. The results herein reported add to discussions of the subject and contribute to reducing the research gap in this area in Brazil. The analysis supports two major conclusions: (1) changes in the acquired company's MCS were derived from the new financial results-oriented culture introduced by the acquirer; and (2) the implementation of this culture implied modifications in production, financial and quality controls.

Mergers and acquisitions (M&As) involving billions of dollars have become a common phenomenon in the business world in an attempt to face a number of challenges, such as market downturn, governmental reform, technological changes and companies' need to strengthen their competitive positions (Child et al., 2001 and Triches, 1996). This phenomenon has raised academic interest, especially because of the amount of money involved in the transactions, the controversies around the negotiations, and the increasing number of M&As that have taken place worldwide (Camargos, 2008 and Costa Júnior and Martins, 2008). Moreover, according to Cartwright and Schoenberg (2006), M&A is a subject that can be studied from the perspective of several disciplines and therefore claims the attention of researchers in a wide range of scientific domains. From the perspective of organizational economics, M&As are one of the major ways to both promote organizational growth and generate synergies. For instance, Krugman and Obstefeld (2001) claim that acquisitions of transnational companies are a relevant type of foreign direct investment (FDI) and an important part of the international capital flow, which involves not only transferring resources from one country to another, but also moving in on other corporations. A United Nations Conference on Trade and Development's (UNCTAD) report in 2009 remarks that the number and frequency of transnational M&As have significantly boosted the volume of foreign direct investment at the global level over the last decade (UNCTAD, 2009). In Brazil, cases of M&As have also grown more significant in the 1990s, increasing from 186 occurrences in 1990 to 325 in 1999 (i.e., an aggregated growth of 5.7/year, a number substantially higher than several other economic rates in the 1990s) (Rossetti, 2001). According to a Pricewaterhouse&Coopers (PWC) (2012) report, the amount of M&As increased in the 2000s until a decrease in 2008 and 2009 as a result of the international crisis. However, the numbers have been increasing in the most recent years: in 2010, with the market recovery climax, there were 797 M&A operations, followed by a slightly reduced figure in 2011 (PWC, 2012). In a similar way, KPMG's (2012) research on M&A shows that this arrangement remained strong in Brazil in the first quarter of 2012 (204 operations in total). This result is pointed to as the best for a first quarter in a historical trend analysis since 1994 (KPMG, 2012). A 2000 UNCTAD report also shows that in the 1990s over 96% of the transnational M&As were in fact acquisitions (UNCTAD, 2000). Despite the use of the expression M&A, acquisitions have increasingly become more common than mergers (Camargos, 2008). In stricter terms, mergers stand for a friendly arrangement involving two or more companies of similar size and power, whereas acquisitions stand for an either friendly or hostile deal in which one company takes over another and makes most of the decisions for it. Alongside the increased number of acquisitions taking place worldwide, given the great expectation of value creation for the acquiring company, is the high rate of unsuccessful cases (Child et al., 2001), particularly because the great complexity of putting two or more companies together usually reduces the chances of adding shareholder value (Camargos, 2008). Over 50% of the transactions are incapable of accomplishing the objectives that were set prior to the acquisitions, mostly because of poor or non-existent post-acquisition management, that is, there are no measures, or very poor ones, to implement suitable changes in the target companies as well as to seize control of them and integrate them to the acquirer (Child et al., 2001). Post-acquisition management is a comprehensive term that refers to the process the acquirer adopts to promote changes in the acquired companies, the type of changes introduced, and the measures taken to both integrate and control the acquired companies (Child et al., 2001). Post-acquisition management is a mechanism to increase managerial efficiency in the introduction of post-acquisition changes and in the consequent integration of the companies for achievement of the expected results (Child et al., 2001). Such management has a great potential to reduce turbulence in the clash of two different cultures (that of the acquiring company and that of the acquired one). The acquirers' features tend to interfere to a greater or lesser extent in the target companies' life, since this process implies the introduction of new work methods and new follow-up and control systems (Barros, 2003). Moreover, the design of the post-acquisition management control system (MCS) can be constantly reviewed as organizational changes take place in the acquired company, which can particularly improve plan execution and achievement of the expected results. The companies' levels of dissatisfaction with the results of M&As in Brazil have been substantially lower than those found in other countries. Whereas lack of integration of the companies' cultures, processes, and systems have been reported as the major causes of unsuccessful M&As in Brazil, M&A success has been pointed out by over 75% of the Brazilian managers as the result of suitable control systems, human resources management, and promotion of cultural integration (Barros, Souza, & Steuer, 2003). Drawing on two of these success factors, this paper analyzes the effect of organizational culture on the post-acquisition MCS of the Brazilian company Extrativa Metalquímica Inc. (henceforth EMSA) after its acquisition by the FASA Participações Group (henceforth FPG). More specifically, this paper reports on the results of a case study focusing on this Brazilian company and shows the impacts of the acquirer culture on the MCS changes and the post-acquisition management practices. This study presents the main MCS approaches and argues for the influence of both acquisition operations and companies' culture on the post-acquisition management control system. According to Child et al. (2001), in spite of the great numbers of M&As, there are no studies clearly explaining the relationship between MCS, company culture, and post-acquisition management. However, as the authors contend, the administration usually faces the challenge of implementing the MCS and any other measures necessary, as much as possible, to assure the achievement of the pre-acquisition goals and minimize the cultural clash between acquiring and acquired companies. Even considering that authors such as Lodorfos and Boateng (2006), Child et al. (2001), Barros et al. (2003), Calori, Lubatikin, and Very (1994) and Larsson and Lubatkin (2001) have explored the rules of organizational culture for acquisition purposes, few studies have focused on the effects of this culture upon the post-acquisition MCS. Additionally, despite the great relevance of the topic as stressed by such authors as Granlund (2003), Jones, 1985a and Jones, 1985b and Child et al. (2001), the lack of studies focusing on the effects of company culture upon the post-acquisition management and the post-acquisition control rules, especially in Brazil, has hindered the development of solid theories and models. In this context, the results herein reported advance discussions on the subject and contribute to reducing the research gap in Brazil and worldwide. On the one hand, this approach can shed light on the design and use of MCS, which, along with the organizational functions, are usually subject to significant changes in most of the acquisition processes (Jones, 1985b). On the other hand, this approach can provide a meaningful account of the effects of organizational culture on the post-acquisition MCS, a phenomenon still inadequately studied despite the great number of acquisitions worldwide (Calori et al., 1994, Child et al., 2001 and Larsson and Lubatkin, 2001).

In spite of the numbers of M&As and the massive amount of money that most of them involve, studies have shown that many of them turn out to be unsuccessful transactions. These studies have also demonstrated that, on the one hand, the preexisting conditions of the acquired and acquiring companies are variables that fail to explain the post-acquisition performance and that, on the other, post-acquisition management is a key factor for the success and added value of acquisition transactions. However, the administration usually faces the challenge of implementing the MCS and any other measures necessary, as much as possible, to assure the achievement of the pre-acquisition goals and minimize the cultural clash between acquiring and acquired companies. The data analysis herein reported points out that the new MCS introduced in the target company involved both formal and informal control mechanisms. These mechanisms aimed at promoting the functional integration of sectors, processes, people, and activities, and consequently optimize the use of material, financial, technological, intellectual, and production resources that ensure higher competitive positions. The findings corroborate international studies and bring a fresh contribution to this topic, still scarcely investigated in the Brazilian context. According to the research data, the former control culture involved the company's high autonomy in relation to the central office, a poor use of resources, and a lack of clear strategies and well-defined objectives. This is quite different from the current culture, which still demands more skills and knowledge from the administration, as well as more systematization of the acquirers' strategic planning, but brings about a different managerial style, highly attached to the FPG CEO, who shows charismatic leadership in the target company. As a matter of fact, mployees clearly associate the acquired company's current success with the CEO's managerial style and regard him as a “father”. In other words, the current control method is predominately informal and paternalist, albeit mixed with some results-driven control indicators. The MMM MCS was very confusing, rudimentary, and poor, bringing low information quality. After the acquisition, the employees could perceive a drift away from the previous culture of low organization and segregation of organizational areas and functions as well as of employees and leaders. The current EMSA MCS is based on traditional economic, financial, quality, and productivity indicators, but complements them with other indicators focusing on environment issues, the company's competitive position, clients' satisfaction with the products, and stakeholders' interests. The new control culture, which has been gradually enhanced in the company, draws on the use of both formal and informal control mechanisms aiming at: (1) performance assessment; (2) review of processes; (3) systematization of activities; (4) planning; (5) information flow and communication; (6) encouragement of adequate behavior; and (7) employees' internalization of collective-shared values as a means of fostering both individual and group self-control. A series of changes in the MCS adopted in the target company have taken place as a result of the acquirer's new corporate strategy, the integration of the new organizational structure, and the enhancement of FPG's control culture over the EMSA activities. Most important, the results point out that such changes were directly or indirectly derived from the acquirer's growth strategy, which has eventually contributed to turn EMSA into the second largest producer and processor of graphite worldwide. In conclusion, this case study has found: (1) changes in the acquired company's MCS resulting from the new results-oriented culture introduced by the acquirer, which aimed at turning EMSA into the world leader of the graphite industry within 10 years; and (2) changes in the production, financial, quality, and social-cultural controls as a means of opening avenues for the implementation of the acquirer's new culture. One limitation of this research is the fact that the results cannot be generalized, as the analysis is limited to a single case study. The results found in the Brazilian context, however, seem to corroborate a series of studies focused on other contexts, such as those reported in Jones (1985a), Larsson and Lubatkin (2001), and Calori et al. (1994). Moreover, some findings, such as a charismatic leadership and results-driven control indicators, demonstrate that those factors can be very important aspects in supporting M&As processes. Furthermore, like Weber and Camerer's (2003) warning, the findings herein described support recommendations that cultural aspects should not be left aside as a secondary or unimportant item in M&A processes. Therefore, building on the several studies pointing in the same direction, the main findings and conclusions herein reported are believed to be of great support in M&A decision making processes in the Brazilian context. Given these results and bearing in mind the limitations of this research, new studies on post-acquisition MCS in different contexts should be pursued to provide a deeper account of the relationship between such changes and contingency variables, such as control culture, integration, and technology.