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Strategic Restructuring: Mergers and Creative Alliances League of American Orchestras with Bob Harrington Partner 5900 Hollis Street, Suite N Emeryville, CA 94608 www.lapiana.org June 19, 2013

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Strategic Restructuring: Mergers and Creative Alliances

League of American Orchestras

with

Bob Harrington Partner

5900 Hollis Street, Suite N Emeryville, CA 94608 www.lapiana.org

June 19, 2013

Greater Autonomy Greater Integration

Pro

gra

m

Ad

min

istr

ati

on

Administrative Consolidation

Joint Programming

Single focus or program

Multi-focus or program

Integrated system

Contracting for services

Exchanging services

Sharing services

Information sharing

Program coordination

Joint planning

Collaboration

Management Services

Organization

Parent/Subsidiary

Corporation

Corporate Merger/

Acquisition

Joint Venture

Corporation

The Partnership Matrix

2 La Piana Consulting © 2013

Collaboration

Change in Corporate Structure

Collaboration Strategic Alliance Corporate Integration

Strategic Restructuring

Contract or MOU

No permanent organizational commitment

Decision-making power remains w/

individual organizations

Involves a commitment for the future

Decision-making power is shared or transferred

Is agreement-driven

Involves changes to corporate control

and/or structure, including creation and/or

dissolution of one or more organizations

Handout 1: The Partnership Matrix

Pursue New Opportunities

Build Capacity

Greater Community / Artistic Impact

Greater Access to Funding

Increase Efficiency and Reduce Costs

3 La Piana Consulting © 2013

Why Do Nonprofits Consider Strategic Restructuring?

86% 85% 83% 82% 82%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Improve quality ofservices/programs

Maximize financialresources

Expand range ofservices/programs

Serve moreclients/audiences

Improve programoutcomes

Factors that best describe why this collaboration was formed *

n = 644 *2010 Collaboration Prize database, the Lodestar Foundation

Why Do Nonprofits Consider

Collaboration?

Chattanooga Museums

Tennessee Aquarium, Hunter Museum of American Art,

and the Creative Discovery Museum

Administrative Consolidation

La Piana Consulting © 2013 Case Study A

Oakland East Bay Symphony, Oakland Symphony Chorus, and

Oakland Youth Orchestra

Merger

6 La Piana Consulting © 2013

Sacramento Philharmonic & Sacramento Opera

7 La Piana Consulting © 2013

Key Success Factors

Mission focus

Flexibility in pursuing mission/growth

Clarity regarding desired outcomes

Positive relations with potential partners

8 La Piana Consulting © 2013

Roadblocks to Strategic Restructuring

Autonomy concerns

Lack of trust

Self-interest

Organizational culture

9 La Piana Consulting © 2013

Self-Assessment

Motivators

Desired outcomes

Critical issues

Organizational factors or “red flags”

Financial assessment

10 La Piana Consulting © 2013

10

Partner Assessment

Level of trust

Past experiences

“Usable” skills and assets

Cautions and challenges

Mission and program compatibility and

complementarities

Financial condition

11 La Piana Consulting © 2013

The Negotiations Process

12 La Piana Consulting © 2013

Corporation A

Corporation B

Joint Merger

Negotiations

Committee

Pro

ces

s S

tep

s

Identify Issues Due Diligence Process

Negotiate all issues

Record agreements

Communicate progress to

constituents

Determine potential problems

Disclose information

Analyze

Recommendation

Corporation A

Board of Directors

Corporation B

Recom

mendatio

n

Decision Merger

Joint Legal Counsel

Board of Directors

Board of Directors Board of Directors

Negotiations

Committee

Integration Joint

Negotiation

Committee

Handout 2: The Negotiations Process

Three Legged Stool of Performing Arts

Ad

min

istr

ati

ve

Dir

ecti

on

Cultural Integration

Intentional process

Specific events, opportunities, times to reflect

Respect the time needed to move through this

process

Maintain open two-way communication

Celebrate small and large successes

Resolve disagreements/problems immediately

Determine communication and decision making style

early

Monitor internally and externally

14 La Piana Consulting © 2013

Trust

Joint Decision-Making

Shared Culture

Board Engagement

Good Facilitation and Process

Sustainable Structure

Key Success Factors

15 La Piana Consulting © 2013

Dayton Performing Arts Alliance

16 La Piana Consulting © 2013

Utah Symphony/Utah Opera

17 La Piana Consulting © 2013

Questions & Discussion

18 La Piana Consulting © 2013

Visit us online at www.lapiana.org or

email Bob at [email protected]

Thank You!