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The Myth Of The Rational Merger

Why post-merger success depends on collective decision spaces, not just financial logic.

In recent years, I have supported several post-merger integrations in Luxembourg. Each time, I am struck by how predictable the storyline is: the same dysfunctions emerge, at different levels of the organisation, and then repeat themselves from one company to another. As if the merger activates a well-known mechanism… one that we nonetheless continue to treat as a surprise.

Experience shows that the quality of a decision and the success of a complex project are positively correlated with the quality of the collective space that made them possible.

When integration truly begins

At first, nothing spectacular. On paper, everything appears “coherent”. In reality, frictions accumulate: meetings grow longer, decisions slow down, methods collide, rules change without explanation.

Teams eventually say: “We no longer really know how decisions are made,” and “We no longer understand what is expected of us.” Managers, meanwhile, become the shock absorbers of the system: maintaining operations, reassuring staff, making calls… while fundamental trade-offs remain unresolved.

Why is this scenario so frequent? Because on the deal side, we secure what can be measured (financials, legal matters, synergies). What does not fit into an Excel spreadsheet — culture, ways of collaborating, implicit rules — is postponed until “later”. Except that this “later” always arrives… on the ground, when it has already become costly.

We blame individuals… when the problem is structural

The blame then falls on individuals: a CEO deemed too directive, managers labelled “resistant”, teams described as “demotivated”. Yet on the ground, I observe something different: a deficit of collective space.

There is no stable forum in which to share weak signals, confront inconsistencies, clarify decision-making rules, or transform cultural clashes into explicit choices.

When such a space does not exist, decision-making becomes a solitary act — often concentrated in the hands of the CEO. And solitude generates noise: rumours, fatigue, withdrawal, the loss of key talent.

Conversely, when a genuine collective space is created, decision-making improves almost mechanically: it becomes more intelligible, more coherent, and more sustainable.

The real lever: building a governance framework

In practical terms, a merger becomes more robust when it invests early in governance that is simple, visible and regular:

  1. Clear governance
    Who decides what? At what point? According to which criteria? Which issues should not escalate to the Executive Committee? And what will be the ESG impact of our decisions?
  2. Cross-functional arbitration forums, embedded as rituals
    Short but frequent spaces where operational teams, managers, HR, finance, IT and leadership can confront contradictions before they turn into crises.
  3. Structured listening to reality
    Not a “suggestion box”, but a mechanism that captures what is not working (workload, duplication, grey areas, tensions), qualifies it, and translates it into decisions.
  4. Room to manoeuvre for those leading the integration
    Time, resources, clear priorities, and the right to say “stop” when a trade-off creates operational risk — without exposing the person who raises the alert.

A merger that adds up in Excel… or one that endures

The difference is rarely visible on the day the deal is signed. It becomes apparent over time: when decision-making rules and spaces for constructive confrontation are established, with the understanding that success depends on the health of the teams and the individuals in place.

The irony of the system is this: anticipating these issues would often cost less than repairing the damage they produce when ignored.

Addressing questions of sustainable performance earlier is not an ethical luxury. It is an act of responsible governance.



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Christophe Bodelet
Christophe Bodelet
Christophe Bodelet is a former HR professional, business consultant, and executive coach with over 15 years’ experience.

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