Why M&A Plays

Identify Key People and Roles for Retention

Avoid negative impact on integration plans and ongoing operation of the combined business. Learn how to keep key team members and retain the current value.

About the play

Premature exit of key employees can significantly affect both integration plans and ongoing operation of the combined business. In many cases, exodus of certain critical team members can destroy deal value.  

Because of this effect on the success of the transaction, one of the most important steps to ensure retention is understanding how likely it is that a key employee will choose to leave.

Use this play to determine which roles you want to retain. This play provides a rough measure of the likelihood that a critical incumbent will leave for a different opportunity. The appropriate members of the deal team should come together for the discussion, allowing enough time to discuss each employee’s individual situation.



HR, Corporate Development, Business Sponsor, Diligence Team




Paper and pen, employee census, org chart, good judgment


2+ hours

Running the Play:


Review Key Employees

Working with your critical stakeholders, create a list of those employees who are known to be key to

  1. the integration and
  2. ongoing operations.   

During the diligence phase, notice employee names that arise during conversations.  They should include:

  • Employee listed in the CIM. 
  • Employees called out on the target website. 
  • Employees on succession plans. 
  • Employees in leadership development programs
  • Employees noted as high potentials
  • Employees who have received significant compensation increases, bonuses, equity, etc. in the past three years. 

Review Key Roles

Using the preliminary integration plan, understand which work should be done by an employee at the target company. 

For example, if novating supplier agreements is a significant part of the deal, the supplier management leader should be on the list.  Look for any roles that should be part of the retention discussions and add them to the list generated in step one. 


Use the Post-Diligence Huddle to Gather Any Other Names

Use the post-diligence huddle to determine if anybody critical to integration of operations was missed using the reviews above. Each function should create a list of critical people for consideration in this process.


Determine How Important Each Role is to Integration and Operations

Using the role criticality matrix below, determine how critical the person or role is to deal success.

role criticality ratings