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I’m a senior team leader in a big multinational IT company, call it A. After month of negotiations, A bought a small (just less than 200 employees) IT company (call it B) located in eastern Europe because of B’s very interesting assets and products. In B the acquisition was wildly opposed but A didn’t realized it.

The very first day of the acquisition about 50-60 employees of B resigned. Now, after less than a month, a total of about 160 employees of B resigned (including 7 out of 8 member of the board of directors, all HR/administration staff except 2 or 3 juniors at their first job, a lot of managers and more or less all team leaders, senior developers and developers). Some of the former clients of B already filed lawsuits against A (the new owner of the business) because their projects cannot be completed.

Originally I was appointed by A to be a member of the “integration team” that was supposed to gain all knowledge on projects of B and integrate B workflows and project management styles into the ones of A. Now this is not possible anymore. But A wants to salvage as much as possible from B projects.

I’m desperately looking for an advice: how can I retrieve knowledge on projects where nobody worked on them is available, there is no documentation at all (if never existed or intentionally erased, I don’t know) and all codebase is in native language of B employees? And how can I be professional where B remained employees are at best not collaborative (when not openly hostile and disruptive)?

Update

As suggested in comments I put some details directly here.

  • Company A is based in Asia, I am from Europe (total different country, culture and language of B)
  • Company A created a team for acquisition with layers, members of the board and of the acquisition office. I was not part of it and I don't know directly anybody of that team
  • I don't know the exact acquisition process, but I found out that A pays all the money to B in advance
  • I think that members of the board of B took the money and ran away. I don't think that their opinion after the acquisition was completed has any importance
  • All employees of B directly involved in the acquisition process (both members of the board and of the acquisition office) are among the 50-60 that resigned the very first day. Company A opinion is that they vastly contributed to create the worst picture of A as possible among other B employees
  • The first 50-60 that resigned didn't serve any notice period (at least the most). Employees that resigned later, served 1 or 2 weeks. During notice period no knowledge transfer happened because no IT of A was supposed to join B for at least two month (the first members of the "integration team" were supposed to be HR and administration people, after one or two months IT should have join them)
  • Rumors say that former B member of the boards and senior managers use the money received from acquisition to found a new company calling their former employees

closed as off-topic by Mister Positive, gnat, Joe, Lilienthal Jun 28 '18 at 20:52

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    Comments are not for extended discussion; this conversation has been moved to chat. – Snow Jun 29 '18 at 6:23
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    Your company may want to get their legal department involved. While anti-takeover measures are usually not against the law, they have to be announced before the acquisition happens. Selling an apparently healthy company then sabotaging it once it's sold may well present grounds for voiding the deal between A and B. – Dmitry Grigoryev Jun 29 '18 at 12:16
96

If all else fails, you can throw money at the problem. Understand, who are the key employees of B that you need to talk to and hire them as "transition consultants". There is obviously bad blood, so you'll have to offer significant cash incentives. Most people can get over their grudges if you make it worth their while.

The tricky part is to write the statement of work, so you actually get what you need. You need to tie quantitative business metrics to the consultant compensation.

This will not be cheap, so you need to discuss with your management if it's worth it.

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    And you'll probably need a local Project Manager and hire a localization team to get all of those documents and codebase translated. – Snow Jun 28 '18 at 13:21
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    @user33590 he's saying that you would be attempting to temporarily rehire those people who are gone as consultants. – Shufflepants Jun 28 '18 at 14:16
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    @Shufflepants He's saying that people quit and they can't even find out who worked on what project so rehiring or figuring out who were key folks will be hard. – Dan Jun 28 '18 at 14:28
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    @user33590 Assuming they're using source control this should be reasonably easy to figure out. The parent company should have a list of all the people who worked at company B at least at the time of the buyout and commit author names are generally not intentionally obfuscated. – Voo Jun 28 '18 at 15:19
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    @Voo: I wouldn't be surprised if the "official" source control server hasn't been used for years and the real source control server is on some random machine. With this much turnover you can't tell the difference from hiding it and just having lost track of it due to turnover. – Joshua Jun 28 '18 at 15:56
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In B the acquisition was wildly opposed but A didn’t realize it.

This means somebody screwed up big time, and it sounds like you've been left with their mess to clean up.

how can I retrieve knowledge on projects where nobody worked on them is available

Realistically, you probably can't given the level of knowledge left in B and the hostility of whoever's left there. Escalate to your manager, tell him you cannot do the job you've been asked to do with the resources available. Keep going up the chain until you find someone who will listen to you.

Be warned: this is almost certainly going to get ugly. Whoever at A was in charge of this acquisition has frankly failed to do their job and has just cost your company a ton of money. Hopefully somebody very senior in your management realises this and is taking appropriate action, but if not be prepared for some of the fallout to land on you, however unfair that is.

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    My direct manager is with me and the "integration team" at B headquarter, so he knows very well the situation. We already escalated up, but timings in A are very slow... – user33590 Jun 28 '18 at 14:11
22

"but company A is based in Asia where ... B Europe"

I now project the view from the employees: Our company just got bought out by an Asian development shop. We already know the consequences of outsourcing work to Asia (bad quality, bad reputation, ...). Now we have Asian managers will expect output like an Asian shop. And when they refuse to compromise on quality (because they have actual ethics in this regard) they would expect you to replace them with developers in Asia. Time to get out while the getting's good.

Important: it doesn't matter what your actual quality is or your objectives are. The perception is the only relevant thing here, and they think they already know what it is. I could perhaps have told you earlier how to prevent it but that's gone now.

On the other hand, the customers of B don't care about A just buying it. They have large sunk costs in their contracts and want them filled or else they stand to lose more than they paid. Of course they're suing for delivery, and will want things like reasonable guarantee of support for the next ten years, with European quality standards.

If you go through the employees you have left you will find all the good ones are gone, and a good chunk of the mediocre ones too. Some of the good employees may have decided *#@^ the law and duplicated the source control server. I would expect they wouldn't use it unless you renege on your contracts inherited from B, but ...

You have an empty shell of B with all its liabilities and most of its physical assets, but the most important asset, the brain trust, is already gone and you're never going to get it back. If you were another Eurpoean company you might have had a real shot at hiring enough back at much higher salaries, but not now. They won't believe the offers are any good, and the ones you want the most wont' take the consultant rate over another long-term position they can probably get elsewhere.

Accept you have an empty shell. Eat the probably total loss of buying B. It's bought and paid for at this point. Your own best bet is to try to apply for a permanent visa to stay in Europe with a position at B backing it, then start looking for another job. Work visas tend to stay good so long as you are employed.

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    @CPHPython: I can't say there's no recovery. I can say there's no recovery through B's employees. We remember the principle, when half your employees quit on the same day, you blew it. – Joshua Jun 28 '18 at 17:27
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    -1 for just rewording the question without giving any advice... – AnoE Jun 28 '18 at 19:22
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    @AnoE: Let's see. We have a piece of hopeless advice voted to +77 (to be fair ti was posted before Asia was revealed in comments), a cover your behind posted to +47. Maybe it really is a total loss. – Joshua Jun 28 '18 at 19:56
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    @Joshua, I'm not out to get you. I am just stating the fact that your text does not contain an answer to OP's question, or any answer/advice at all. I am not saying that you are writing anything wrong, or that what you are writing is bad. If you wish to imply that OP should do nothing, and quit himself, then feel free to make that plain... – AnoE Jun 28 '18 at 20:13
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    @AnoE - Sometimes the answer is simply that there is probably no "fix" all there can be is advice about what negotiators call the "best alternative to a negotiation" - in this case the least worst alternative to "find some way to solve/fix/recover from it", and that's actually now the answer, because the question taken narrowly doesn't have any other answer. I think that what Joshua is saying here is, this is such a question, and the only viable answer are "no answer exists" or "this is the next best thing to an answer as-asked" – Stilez Jun 28 '18 at 20:42
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1) Make sure your bosses know how bad the situation is so you don't get blamed.

This is a very bad situation. Your company is almost certainly going to lose money on this acquisition, and whoever orchestrated it messed up big time. It's imperative that you don't get the blame for this. Make sure your boss will 100% back you up or consider talking to your boss's boss. Be sure to document the situation well so if it comes out fairly bad rather than catastrophic, you get recognized as you deserve to be.

2) Hire translators ASAP.

This is one component of salvaging B that doesn't require staff knowledgeable on its product or business. Without having the existing material translated, you don't actually know what you have or don't have.

3) Determine priorities and consider costs of canceling contracts

You're not going to be able to keep all of B intact. What parts of the business are most valuable to your company?

It sounds like B was valuable mostly because of its assets and products, not its customer base or business processes. Consider the costs involved in negotiating to cancel B's existing contracts.

You need to decide what you're willing to let go of, and should probably talk to your boss about this decision.

4) Consider selling the company back to its former workers.

If the innovative staff or a particular product is one of the most valuable parts, then you might consider if you can partially reverse the acquisition in order to appease B's workers. Can you keep a key patent or parts of the software and license it to a recreated independent B? Can you sell the company back to workers while still holding a significant stake?

It's obviously pretty late in the game to be figuring this out, but B's workers may be interested in continuing to work on the project if they can be fairly independent of A's control. Promises of independence as a subdivision in the company are surely useless at this point, but a legally separate entity may be possible.

5) Give B's customers a break.

If B has some kind of subscription customers or ongoing contracts and you're not prepared to serve them well in the short term, do them a favor to make up for it. If they have monthly fees, give them all half off for two months. Give them free upgrades or hire extra customer service staff. This won't help your core problem, but might help you retain customers and make them less quick to be resentful.

6) Get a local leader.

You need positive, culture-setting managers on the ground in B's offices, preferably of the same ethnicity as B's staff.

7) Hire old staff as transition consultants

Once you've determined priorities and have leadership on the ground, then @Hilmar's answer is spot on. Note that there's a good chance that the remaining leaders from B are not popular with their former co-workers.

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    Selling a controlling interest to B's former employees is actually pretty good. It'll have to be a firesale because they don't have the money to buy it but it just might save A the most income. – Joshua Jun 28 '18 at 17:30
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    2) might only be necessary if the code/documentation is not written in a language that A does not understand (which seems to be the case). 4) is a very good suggestion, i.e. if it's not too late and if handled carefully... Those same employees that quit on the day after may only be willing to make a bargain out of any re-acquisition process, especially if they already created their own company. At this moment they may be contacting former clients to give up on A's acquired products and move on to their "improved"/modified products... – CPHPython Jun 29 '18 at 8:56
  • @Joshua they may actually have the money to buy it, according to OP's update: "I think that members of the board of B took the money and ran away." But they may have placed it already in the newly founded company's capital and/or hiring former B's employees (according to the rumour). – CPHPython Jun 29 '18 at 9:01
  • On point (2) it would be worth mentioning that using outsourced localisation vendors would be a sensible option. For those not working in localisation - "hire <x>" can often sound like you need an inhouse translation team, which is a far more costly and complicated endeavour. – Bilkokuya Jun 29 '18 at 9:29
4

Perhaps this is old fashioned, but what about a formal apology to B's current and former employees made by A?

A management's ignorance of the dissatisfaction of B's employees could be included in it and a request/poll for suggestions from them in order for B's clients to be given support in the near future (B's employees are changing jobs so they might want references from the work they have done, and displeased clients likely won't give them).

Starting to work from those suggestions may be more productive than any attempt to salvage any remaining source code or trying to please the remaining employees.

The apology could be publicly available in A's website or a common channel used by B's employees.

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    How would this help, if people have already quit? Do you think it'll make them come back? – Erik Jun 28 '18 at 21:51
  • This just adds insult to injury, by telling B's customers that A doesn't give a *** about them, only B's former employees.. Co A isn't being going to get mauled the former employees, it's going to get mauled by the former customers ("former", because none of them will be back for repeat business - and studies have shown that one dissatisfied customer tends to tell 10 other people about their dissatisfaction...) – alephzero Jun 28 '18 at 21:51
  • @Erik no, especially if B's employees ran away to start their own company (per OP's question update)... My point is that an apology would allow B's employees to at least be cooperative enough to point the way to provide some support to some to B's clients. – CPHPython Jun 29 '18 at 8:36
  • @alephzero an apology is very different from what you are describing. It's exactly the opposite: it doesn't add any insult and it heals the injury. If In that apology A's intent of supporting B's clients is specifically mentioned, they may still be upset, but at least they will understand the reason and may take it as an apology to themselves as well. "Studies" have shown that forgiveness is far more effective than relentless/mindless mauling in getting things back on track. – CPHPython Jun 29 '18 at 8:42
1

As others mentioned, there would be more to do to prevent such situation. But at the time present, the only thing to do is to try to heal the consequences.

I can see only two alternatives here:

  1. Hire reverse engineers fluent in language B

This will be extremely costly and time consuming. Let compare it to rebuilding products of company B from scratch.

It will also require to scan up all the source code from snippets like:

ShowMessage("Curva!");

Added by funny programmers just day before leave.

  1. Make your company pay off all lawsuits

Now you have to sit down with Excel spreadsheet and estimate which decision will cost company A less money.

The advice most suitable in this situation: document everything! It is more likely that someone at the top just know that they sunk and need someone to hold all consequences. You will need to defend yourself.

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    "Hire reverse engineers fluent in language B" - That will be difficult if the language is, as the OP stated, a native language of this company. – Thern Jun 28 '18 at 17:13
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    Technically A isn't legally liable for B's contracts. They are separate entities and I don't see any suggestion or likelihood that A gave parent company guarantees to B's clients (or indeed its lenders, though that's a bit less certain and depends on the terms of the purchase). Also A won't be liable because the loss of staff isn't related to any mismanagement of B, but to actions of B's staff before A had a chance to do anything as a parent company. B's clients can sue B, and if B can't pay, it's too bad, but A won't have to cover the debt. – Stilez Jun 28 '18 at 20:47
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    @Stilez IANAL but this doesn't make sense to me. If A didn't give any customer guarantees before the event, that was just pouring more oil on the firestorm. (Of course there is not much evidence that A wasn't that stupid here!) And nobody can sue "the company formerly known as B", because that legal entity no longer exists. – alephzero Jun 28 '18 at 21:54
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    I suspect you're mistaken: A may or may not have given warranties to clients, but unless they warrantied B's contract performance, the clients have nothing to sue A for. When one company buys another, and it's not just buying the trading assets/liabilities, it almost always buys the company itself. The bought company still exists, only its ownership has changed. In the case described here, from the information given, I'd lay 10 to 1 odds that your assumption is mistaken, that B still exists, and that it is B not A that clients can sue if a contract is not performed. – Stilez Jun 28 '18 at 22:30
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    I am also NAL, but it looks like A bought B in order to sell its products and gain supposed profits. So it is very likely to assume that A simply inherited all B's agreements signed with its customers. – mpasko256 Jun 29 '18 at 7:48

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