HR’s high-stakes role in M&A: Why culture can make or break the deal

When organisations plan a merger or acquisition (M&A), most of the executive attention goes to hard numbers, contracts and technology integration.

But according to Ben James, head of people transformation at Nine, it’s often the intangible elements – culture, ways of working and people experience – that determine whether the deal ultimately succeeds or quietly bleeds value in the years that follow.

James leads the team responsible for major workforce change at Nine, including mergers, acquisitions, divestments and large redundancy programs.

Through this lens, James is at the forefront of change. He noted that while process and technology are crucial in any merger or acquisition, HR leaders should not underestimate the complexity of bringing together different cultures, norms and expectations.

HR must own the human side of M&A – not tidy it up afterwards. For HR leaders, the real work begins well before the market announcement and continues long after the deal is signed, and the difference between value creation and value destruction lies in whether people, culture and ways of working are treated as central to the transaction or as an afterthought.

Moving beyond “tick-box” integrations and legacy systems

James noted that bad change is expensive. Poorly executed integration burns goodwill with employees, erodes customer trust and, in the worst cases, permanently damages the brands involved.

The first and most common trap is an over-reliance on process and technology as proxies for good change. Leaders gravitate to system integrations, contract timelines and process maps because those artefacts feel concrete and controllable.

A platform can be kept as a “legacy system” until a contract expires several years down the line, and that decision can be framed as having “handled” part of the change. On paper, the workstream is ticked off. In reality, almost nothing has been done to help people live through the new environment.

What is missing, he said, are the less tangible but far more decisive elements: culture, ways of working and everyday expectations.

The way employees think about their morning, the flexibility their manager implicitly offers, the degree of autonomy teams are used to and their assumptions about what “good work” looks like vary dramatically between organisations.

In a merger, those differences do not simply blend; they collide. If HR does not surface and deliberately manage these contrasts, they can undermine even the most compelling commercial logic.

That is why James argues that people considerations need to be front-loaded into the deal, not retrofitted once everything else is decided.

For HR leaders, this means pushing to be at the table early, when structure, scope and risk appetite are still fluid. It is at this stage that HR can insist that workforce stability, critical-pool retention and cultural compatibility are treated as core deal risks rather than “soft issues” to be handled in the comms plan.

Executive sponsorship is one of the most powerful levers HR can influence. In any merger or acquisition, James looks for strong, visible sponsorship from both sides of the deal so that each organisation’s symbolic markers and non-negotiables are acknowledged.

At Nine, this dynamic is particularly evident in the way former Fairfax mastheads are managed. Editors of titles like The Sydney Morning Herald are positioned as leaders of prestigious, independent brands, and that professional identity remains central regardless of corporate ownership.

When the deal logic ignores that type of identity, resistance hardens, and integration slows.

Principles over templates: avoiding one-size-fits-all change

For HR, the practical challenge is to design an approach that has clear principles but avoids a rigid, one-size-fits-all template.

James describes his team’s role as ensuring that any departure from process or principle is conscious and reasoned, rather than the by-product of chaos. The danger is not customisation itself; it is “haphazardly stumbling through it” and breaking things along the way because no one is stewarding the people impacts with intent.

A HR-led framework that clarifies minimum standards, decision rights and escalation paths gives leaders room to adapt while still protecting the fundamentals of good change practice.

Another major challenge is the knowledge gap inside organisations. Many businesses – particularly outside banking and financial services, where M&A is almost routine – simply do not have an established internal practice for workforce change.

James noted that in sectors like media, companies may have a long history of deals but little that has been captured, codified and improved over time.

For HR leaders, this is a clear opportunity: even when no transaction is on the cards, you can use quieter periods to develop playbooks, decision guides and people-risk templates that will make you more credible and faster when the board calls.

Confidentiality is another challenge HR faces in M&A. Deals are usually run by a small, tight group behind closed doors, leaving little opportunity to test scenarios or warm employees before the announcement.

The result is a familiar story: a blunt email lands, employees feel blindsided, and key talent walks before the new organisation has even had a chance to prove itself.

James is realistic that some attrition is inevitable and, in some cases, acceptable. There will always be individuals who are misaligned with the new direction and choose to leave. But when entire teams disengage or exit, value is destroyed.

Here HR has a specific, underused tool: the contract itself. James suggests that where people risk is high, HR should argue for clauses to be built into the sale or merger agreement that explicitly protect the workforce in the early stages, such as a commitment to no negative workforce implications for the first 12 months.

These provisions buy time to communicate, listen and co-design the future state with employees rather than forcing them to make career-defining decisions in an information vacuum.

They also signal, to both sides, that people stability is a condition of preserving deal value. Finance and business leaders may not propose these mechanisms unprompted; HR must bring them to the table.

Once the deal is public, the question becomes how to engage people in a way that respects their intelligence and harnesses their expertise. James sees real power in cross-business problem solving.

Instead of turning every friction point into a therapeutic conversation about culture, he prefers to put employees from both organisations together to solve concrete problems, armed with information and resources and supported by governance and escalation paths.

When people are treated as adults and asked to co-create solutions, they are more likely to feel ownership of the new organisation rather than recipients of someone else’s blueprint.

From cleanup crew to value creator: the M&A opportunity for HR

For HR, the opportunity in all of this is significant. M&As are one of the few moments when boards and CEOs are acutely aware that people can make or break strategy.

By insisting on early involvement, framing people risks in commercial terms, embedding protections in contracts, building internal tools and empowering employees as problem solvers, HR can shift from being the function that cleans up after the deal to the function that makes the deal work.

The financial headlines will always focus on synergies and targets. But beneath those numbers sits a more human story: what it feels like to come to work during and after a deal. The organisations that get M&A right are the ones whose HR leaders treat that story as central to the value proposition, not a footnote.