REPRESENTATIVE FACILITATED DIALOGUE PROJECTS 

Post-Merger

Two geotechnical engineering firms, one based in the Netherlands, the other in Texas, merged their operations.   Both had far-flung, world-wide operations and recognized that their respective representations and warranties regarding such matters as equipment owned and work in progress would at some later time likely be determined to have been incomplete or inaccurate to some degree.

 

A bitter feud erupted between the competitors-now-turned partners, a feud that not only threatened to destroy the merger, but, consequently, to irreparably damage all operations.  The shareholders of one previously-independent company accused the other of not only inaccuracies in their pre-merger representations of warranties, but of intransigence in attempting to resolved the conflict.

 

The merger agreement provided for a process whereby the former shareholders of either entity, in the event they felt they had been “shorted” in the deal, could bring a claim against the other group.

 

The remedy, should the claim be sustained, was a grant of additional shares in the merged enterprise.  The agreement further provided that if the parties were unable to resolve any such dispute by bilateral negotiation, the matter would be determined by binding arbitration venued in London, and conducted pursuant to the arbitration rules of the International Chamber of Commerce.  Transaction costs alone for this process were estimated at $500,000.

 

The parties elected to try mediation.  The Dutch CEO of the merged entity and the former CEO of the previously independent Texas operation met – without their lawyers – three times over a two week period.  Long sessions in this forum permitted both men to identify that the conflict over how to value work in progress was largely a product of differences in U.S Generally Accepted Accounting Practices and similar rules observed in the Netherlands, not deliberate cheating.

 

The process also resulted in an approximate determination of revised share value through complex calculations of equipment and inventory valued in U.S. dollars, Dutch guilders, U.K. pounds and Saudi rials.

 

More than a year later, executives from both formerly opposed camps reported that the mediation was credited with saving the merger, which had worked out extremely well for all involved, taking them to the new heights they had originally envisioned.

Health Care 

a)  Conflict erupted between a separately-owned hospital and clinic operating on the same campus regarding overlap/duplication of patient care offerings.  The process began as the mediation of an arbitration claim arising under a joint operating agreement. It evolved into a facilitated negotiation for a new-from-the-ground-up strategic alliance” to govern the ongoing relationship.

 

At the beginning of their collaboration, each organization had been a locally-owned, community based facility.  Both had undergone significant changes in recent years, having been acquired and re-acquired by different large, complex managed care organizations.  During the course of the dialogue, the parties came to recognize that their respective transformations made efforts to restructure the relationship a far more useful strategy than simply trying to settle the presenting dispute. 

 

b)  An academic health center’s teaching hospital merged with a large corporation that operates numerous community hospitals.  The new affiliation produced cultural and business conflicts between groups of the physicians from each entity who provided hospital-based services.  Two facilitated dialogue projects produced changes in the staffing and structure of the services, resulting in the two groups being able to work together without the previous level of distrust

Financial Services

An international financial services corporation and its coast-to-coast network of independent agents experienced conflict that threatened the stability of long-standing and valuable relationships.  The  “presenting dispute” involved the sales commission structure for certain products, but agents had broader concerns about the potential impact on them of the company’s long-term marketing strategy. For its part, the company perceived the agents as uncooperative in supporting efforts to adapt to changing marketplace challenges.

 

A two-day facilitated dialogue resulted in consensus on the details of a new commission structure.

 

Two months later, the same organization retained an AMERICORD principal as facilitator for a one-day “partnering” session to deal with additional and broader strategic business issues impacting all members of the collaboration.

 

 Intra-Organizational Conflict

 

The top management team of a membership-services company was experiencing debilitating conflict over how the organization should carry on its management function.  AMERICORD was retained to teach the executives some basic facilitation skills as a way to deal with the problems in their professional relationships and to serve as a de  facto mediator to assist the CEO and two of his direct reports to resolve specific conflicts between the three of them.  We continue serve on an on-call basis with the group as they work to eliminate their unproductive patterns of communication and to enhance their conflict-management skills.

Community Conflict

A subcommittee of the Minnesota Supreme Court’s Racial Bias Task Force conceived of the idea of an open community forum” to discuss issues of concern between the St. Paul African-American community and that city’s police department. The “forum” was originally envisioned as a gathering at which speakers from each interest group would raise and respond to questions before a “panel of listeners” composed of community leaders and representatives of various elements of the law enforcement and judicial systems.  The listeners would then comment on what they had heard.

 

As the day approached, the organizers became concerned that the forum could turn into a chaotic and unproductive shouting match.  Michael Landrum was approached to serve as facilitator and final process design consultant for this event.  The first step was to recruit as co-facilitator a colleague on the Minnesota Supreme Court ADR Review Board.  He was an official of a state agency, but also an experience mediator, and African-American. 

 

Next, the two of us met with the organizing committee to develop a format and ground rules for the session.  Finally, everyone was ready for the “facilitated dialogue”, held in the basement of a church in St. Paul. 

 

Organizers, the panel of listeners, the St. Paul Chief of Police and the president of the St. Paul chapter of the NAACP all commented that the event was successful and productive in helping educate both groups about the needs, concerns and motivations of the other and was a breakthrough in efforts to repair long-standing rifts between them. 

 

The proof, however, was in the pudding, when a few weeks later the Police Department adopted a number of new policies related to recording all “stops” and searches, regardless of whether an arrest was made, along with the race of the subjects of such stops and searches.  The number of complaints arising out of such incidents has declined markedly since the new policies were implemented, and regular unassisted dialogues between smaller committees of each group have produced other changes in procedure and greatly improved relations..

Public Policy