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Heath: Workers an expendable lot when it come to mergers
Published March 9, 2007 at midnight
One of our legs is missing. As press, trade, and consumer groups yak about the merger of satellite radio companies Sirius and XM, everybody has something to say about the impact of the deal on customers and stockholders. I can't help noticing the lack of attention to the poor slobs who work for the two companies.
Employees are the most beloved ingredient in that reliable cliché, the three-legged stool. Throughout my career, I've heard the noble footrest invoked in many an employee meeting by many a pious executive. "Our strength rests on our customers, our shareholders and our employees. Take away any one of those three legs, and the stool will fall." But when the talk turns to mergers, shareholders have a definite leg up.
Right now, employees of the two radio mergees are most likely chugging along in a state of blissful ignorance engendered by the phrase, "merger of equals." MOE implies that the merger is a loving marriage out of which will grow a bigger, better, extended family. In reality, there's always a winner and loser in these affairs. Employees who don't know any better tend to enter a state of denial when a merger is announced, convinced that their jobs are safe. They're ushered into this fantasy by their bosses, who insist that no layoffs are contemplated while simultaneously touting the financial efficiencies the merger will produce.
But employees who've been around the block a few times know about the fifth horseman of the apocalypse. They know that following war, pestilence, famine and death, the end of the world will be heralded by a memo from On High stating, "Pay no attention to rumors of an impending apocalypse. The world IS NOT coming to an end!"
My friend Nell, a veteran merger and acquisition victim, puts it simply: "There's one thing I know for sure: If corporate's denying a rumor, it must be true. When something big is in the works, executives are legally obligated to lie to their employees."
The problem stems from federal rules governing the disclosure of information about publicly held companies. If a company plans to take action that can materially affect its stock price, management can't tell anybody about it unless they tell everybody.
This policy theoretically prevents insider trading and discourages executives in the inner circle from shooting off their mouths.
The typical mess develops as follows: Someone notices that the legal department has been in lots of meetings with the head of human resources. Pretty soon, there's a buzz in the air about the layoffs, which makes its way to an executive ear. The big shots panic. They're not ready to announce layoffs. Not only are there legal and financial issues, but management needs minions to stick around and run the place until they don't need them anymore. More people ask more questions. To stop the questions, the CEO issues a denial.
If you're a savvy employee, that denial is all the confirmation you need. Listen closely, and you'll hear the unmistakable sound of a stool leg being sawed off.
Erica Heath is a 20-year veteran of the corporate wars. Her e-mail address is ericaheath@aol.com.
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