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Who decides what on Day 1 in a cross-border acquisition

In a cross-border acquisition, Day 1 is not a single moment but a collection of decisions that fall in different places in the organization at the same time. The question of who is allowed to decide is therefore just as important as what gets decided. Without a division laid down in advance, there is a risk that local management, the acquiring party and the integration office get in each other's way on the first day, or that no one feels responsible for a decision that still needs to be made.

The three levels of deciding

On Day 1, three levels usually come into play. At the first level are decisions that can only be made by the acquiring entity, usually because they relate to ownership, governance authority or regulation. Think of who has signing authority for the new entity and which board formally takes office. At the second level are decisions that local management makes within a framework agreed in advance, such as day-to-day management of staff or dealing with existing customer contacts. At the third level are decisions that are deliberately postponed, because the information or the mandate is not yet available. The distinction between these three levels should be established before closing, not invented on the first working day.

In a cross-border deal, an additional layer is added: which jurisdiction determines who is allowed to sign, and which legal-form steps on Day 1 need to be settled before anything can be signed. A change of board that is a formality in one country may require registration with a trade register or regulator in another country, which takes time. Whoever does not investigate this in advance discovers it on the day it is too late.

What does and does not belong on Day 1

Not everything that can be decided should be decided on Day 1. Some of the questions — which systems are merged, which functions overlap, which brand survives — require research that the first day does not allow. The overview of what needs to be arranged on Day 1 helps to make that distinction: some matters are time-bound and must be right the moment the deal closes, other matters can wait until there is more clarity. Whoever does not make that distinction risks having decisions made in haste that would be better made with deliberation, or conversely, having urgent matters left unattended because everyone assumes there is still time.

Within those time-bound matters, contracts require particular attention. Supplier and customer contracts often contain provisions that take effect upon a change of ownership, and the question of which contracts require attention on Day 1 partly determines who is allowed to make which decision. A contract with a change-of-control clause can suddenly elevate a decision that local management would normally make itself to the highest level, simply because the continuity of an important supplier is at stake.

The same applies to money. The question of what happens to payments on Day 1 — salaries, creditors, intercompany flows — often determines who has to put pen to paper first. A payment that fails to go through because the new signing authority has not yet been registered is not a theoretical risk but a practical problem that becomes visible to staff and suppliers within days.

From Day 1 to the first hundred days

The decisions deliberately postponed on Day 1 do not disappear. They move to the list of questions that need to be answered in the period that follows. Which decisions belong there and at what point is described at which decisions belong in the first hundred days. Whoever postpones a decision on Day 1 without determining when it will still be made risks it never making it back onto the agenda, until the problem presents itself at an inconvenient moment.

Not every postponement is equally safe. Some decisions cost little if they wait a few weeks; others become more expensive the longer the uncertainty persists, for example because customers or staff make their own choice in the meantime. How you determine that order is described at how you sort decisions by cost of uncertainty. And not every decision automatically belongs to integration: for each item on the list, the question of whether combining actually adds value is just as relevant as the question of who is allowed to decide on it.

The generators for synergy baseline, Day 1 plan and Day 100 plan, and the integration office with benefit tracking, dependencies and the decision list, are under construction. Those who want to work with these once available can sign up for the waiting list.

Once it is clear who is allowed to decide and which tasks wait on Day 1 and afterward, the question remains how much of that work actually needs to be done by people. FTE TO AI's work scan calculates per task what portion of it can be taken over by AI, so that it becomes clear where capacity is needed and where it can be freed up.