Rethinking human capital: The untapped driver of M&A related growth
Everyone talks about the importance of human capital in M&A, but the numbers tell a different story.
In the face of a rapidly changing economic and geopolitical landscape, business leaders are increasingly challenged to balance their growth strategies with operational needs, focusing on deal-making that fosters sustainable growth through portfolio optimization and the acquisition of assets that support scale and expansion.
New research from the Transaction Advisors Institute and Mercer, The Say Versus Do Divide in M&A: How Ignoring the Impact of People in Deal Planning and Synergy Delivery Destroys Deal Value, reveals a glaring disconnect. Nearly all M&A leaders say human capital is critical to deal success, yet fewer than half actually factor it into their deal strategies. The result? Missed opportunities, misaligned teams and underdelivered value. As acquirers push for smarter synergy plays, the pressure is on to close the gap between intention and execution — and make talent (skills, key people, culture, retention, etc.) a real driver of deal performance.
95% of corporate acquirers consider human capital requirements pre-deal, yet only 41% apply them when targeting and formulating the deal thesis.
So, if everyone agrees that factoring in human capital is critical, why isn’t it happening in practice?
Why is human capital being overlooked?
A broader view of synergy is taking hold, with people at the center
As dealmakers shift from a narrow cost-optimization mindset to a more balanced view of both cost and revenue synergy, the spotlight is turning to human capital, focusing on when and how it’s prioritized throughout the M&A life cycle. Most teams are well versed in driving cost synergies: eliminating role redundancies, consolidating vendor contracts, optimizing benefits through scale and streamlining shared services. These are familiar moves and are typically easier to execute.
But in today’s high-pressure environment, where finance is expensive, focusing solely on cost isn’t enough. Revenue synergies are becoming essential for justifying the deal thesis and unlocking long-term value creation. The challenge? Revenue synergy requires far more intentionality to be successful. Revenue opportunities must be identified and tested during diligence and continuously refined throughout integration.
As with launching a new product across multiple markets, success hinges on more than just strategy. Sales teams must be trained, incentive plans must be aligned, reporting structures must be clarified and key performance indicators must be embedded across the organization. Or consider when an acquirer gains critical new workforce capabilities: It may look great on paper, but without clear planning around retention and integration, those skills won’t translate into revenue growth.
The bottom line is that realizing revenue synergies is complex, people dependent and deeply tied to organizational readiness. Without clear accountability, aligned leadership and a comprehensive integration plan, deals quickly lose momentum — and the value they were meant to create.
Our approach to value creation
Organizational Design & Governance
that secure the deal value.
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Fit-for-purpose Organizational DesignDesign a fit-for-purpose organizational structure that aligns with the strategic goals of NewCo, allows transition phases and ensure clarity in the change and adaptation of the roles & reporting lines.
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Organizational synergiesIdentify the intersections, overlaps and synergies that can be realized through the transaction to maximize deal value and inform impact on workforce strategy.
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GovernanceEstablish clear decision-making frameworks, accountability structures, and integrated processes that inform the organizational design and ensure alignment with strategic objectives.
Leadership
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Leadership Selection and RetentionSelect leaders with the right skills, knowledge, and attributes to drive success, and implement a retention strategy to mitigate risk and stabilize the business.
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Leadership Role ProfileEstablish clear accountability, decision-making authority and performance expectations for leaders to achieve deal value realization.
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Leadership Role ProfileDefine and align leadership behaviors with the strategic vision of the organization, ensuring that leaders share a unified understanding of the key attributes and practices that drive the organization’s objectives and overall success.
Talent
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Talent / Workforce Strategy PlanningAlign your organization’s overall talent/workforce strategy with the deal’s context and identify the operational requirements and key business interaction points to inform the approach and mitigate gaps and risks.
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Talent Retention & Transition StrategyIdentify the right talent to deliver deal value and develop transition strategies that consider labor relations and employee needs, ensuring alignment with operational requirements of the roles and that effectively retains, develops, hires, and exits talent as planned.
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Key Talent EngagementEngage with key talent and articulate the employee value proposition and opportunities for growth and development through the transition.
Total Rewards
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Broad-based CompensationDevelop a comprehensive compensation strategy that ensures equitable and competitive pay structures for all employees, aligns with the organization's goals and fosters retention and engagement during the transition.
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Short-term and Long-term IncentivesAlign employee performance with the organization's strategic objectives, providing timely rewards for achieving key milestones while also fostering long-term commitment and engagement through performance-based compensation tied to the company's future success.
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BenefitsEnsure a smooth transition for employees and align the benefits structure with the new organizational size and goals, thereby minimizing disruption and supporting retention.
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HR Policies & PracticesImplement clear and adapted HR policies that facilitate a smooth integration, maintains compliance and fosters a work environment that enhances employee morale and retention throughout the transition.
Culture
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Culture Drivers and DerailersConduct a thorough culture assessment to identify the cultural elements that are the key drivers and potential derailers to deal value
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Desired CultureCreate a comprehensive framework for the desired culture, including specific initiatives and actions, and implement a detailed execution plan to facilitate the transition and embed the new cultural attributes.
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Leadership CommitmentEnsure that leaders from both organizations are aligned in their understanding of the desired culture and committed to promoting and modeling behaviors consistent with the desire culture.
Change Management & Communications
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Defining the Change and the Success MetricsArticulate the changes, ensuring clear contextual grounding, and establish metrics and measurements to evaluate the achievement of success.
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Stakeholder Engagement & AlignmentEngage and align stakeholders throughout the change process by identifying key individuals, addressing their concerns, and fostering collaboration to build trust and support for the initiative.
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Effective CommunicationsUse communication as a critical enabler of the change management strategy, formulate and implement a comprehensive communication strategy to effectively inform employees about the changes ensuring timeliness and accuracy and highlight actions, advantages and must-dos for employees.
HR Delivery Model
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HR Target Operating ModelDesign the organizational structure, processes, tools, and systems, to enable strategic growth and ensure that the organization effectively attracts, retains, and manages talent.
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HR Technology & OperationsDevelop HR technology solutions that supports the HR Operations and align with the company's systems, including ERP and other IT platforms, ensuring that HR processes are efficient and ready to be supported.
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Governance & Compliance DesignEnsure adherence to legal standards and establish clear accountability, defining decision rights at global, regional, and local levels, as well as centralized at the enterprise level versus within Business Units.
Capacity and Capability for Successful Deal Execution
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Program & Project ManagementEstablish a robust program management to ensure performance and alignment across all phases of the deal, providing both strategic and operational advisory.
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Project GovernanceImplement a clear governance structure including IMO / PMO / SMO roles and resources to ensure that HR and M&A staff possess the necessary capacity and capability to execute strategies and operational plans effectively & address gaps (i.e. additional internal or external resources).
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Synergy Value CaptureDesign the strategy and blueprint for capturing synergy value, outlining mandates and initiatives that drive the realization of expected benefits from the transaction.
How to get it right: Making human capital a strategic advantage in M&A
Drawing on Mercer’s deep experience in helping organizations unlock deal value through human capital, here are three critical steps for successfully integrating human capital into the M&A process:
- Start with intent — and stay consistent. Human capital considerations should be built into the deal from day one, not treated as an afterthought. The most successful acquirers understand the critical workforce requirements during targeting. They incorporate the human capital strategy into the deal thesis when it’s first being developed and refine the deal thesis throughout the life cycle to ensure alignment with the value creation plan.
- Test revenue synergy assumptions early and often. Don’t wait until day one to figure out how people impact performance. Begin validating human capital requirements and integration needs during diligence. Define how value will be delivered through people, and pressure-test those assumptions throughout planning and execution.
- Bring in the right expertise. Human capital is complex and deeply nuanced. It requires advisors that understand the strategy and also have a track record of execution. Partners that can translate insight into action and work alongside deal teams, from diligence through integration, to ensure human capital strategies are practical and measurable and deliver results.
In today’s M&A landscape, it’s clear that real value is created through people. Human capital can’t be an afterthought. It must be embedded in strategy from day one and executed with discipline.
At Mercer, we bring tested frameworks, deep expertise and practical support to help you align talent, culture and structure with your deal goals — so you don’t just close the deal, you capture its full value.
Global Leader M&A Advisory Services, Mercer
US and Canada M&A Advisory Services Leader, Mercer