Post-Merger Integration Checklist Template

What the Post-Merger Integration Checklist Covers

1. 1
   Phase 1 — from signing

   Phase 1: Integration Office & Plan

   7 tasks

   Start at signing, or earlier if you can. The answers on the first task decide what appears: the deal structure adds Phase 3 or a task in Phase 2, staff in more than one country add a task in Phase 2, and the integration approach adds tasks in Phases 1, 6 and 7.

   • Record the deal, the completion date and the integration approach — the target, the deal structure, the planned completion date (Day 1), how far the target will be absorbed into the group, and who leads and signs off the integration
   • Set up the integration management office — the integration lead, a lead for each workstream, a weekly meeting, a steering committee, and one place for the plan, risks, issues and decisions
   • Agree what can be shared before completion — the businesses stay separate until completion; take legal advice before sharing prices, customer terms or other commercially sensitive information, and use a clean team where advised
   • Carry over the integration thesis and synergy targets from the deal model — each synergy with its value, timing, one-off cost to achieve and an owner, with revenue and cost synergies kept apart
   • Hand the due diligence findings to each workstream — open issues, consents still needed, SPA protections and the risks each workstream must manage after completion
   • Build the integration plan to Day 100 — milestones, owners and dependencies for each workstream, with the Day 1 must-haves kept apart from what can wait
   • Record what stays separate and why — the brand, systems, policies and processes the stand-alone target keeps, and the reporting and controls it must still meet as part of the group
2. 2
   Phase 2 — before completion

   Phase 2: Day 1 Readiness

   8 tasks

   Day 1 must-haves only. The executive sponsor confirms readiness on the last task; it does not hold the checklist, because completion happens on the date the SPA sets.

   • Prepare the legal entity steps for completion — board and shareholder resolutions, new directors and company secretary, the registered office, the statutory books and the change in people with significant control
   • Agree bank mandates and delegated authorities from Day 1 — who can sign contracts, hire, spend and approve payments in the target from completion, and which bank signatories change on the day
   • Confirm who runs the first payroll after completion — the payroll provider, the PAYE reference it runs under, the cut-off dates and who approves the pay run
   • Prepare Day 1 IT access — email or directory access for the people who need it, shared channels, and the finance and HR data the integration needs; no network connections until the security review in Phase 7
   • Check information and consultation duties in each country — where the target employs people in more than one country, take local advice on what staff or their representatives must be told or consulted on, and when, before anything is announced or changed
   • Check how employees transfer under local law — outside the UK, staff may move with the business automatically or need new contracts; take local employment advice before the Day 1 communications are final
   • Prepare the Day 1 communications — messages for employees, customers, suppliers and other stakeholders, with FAQs, a briefing for managers, and the order and time each one goes out
   • Confirm Day 1 readiness with the steering committee — each Day 1 must-have reported as ready or not, with a workaround for anything that is not
3. 3
   Phase 3 — UK asset purchase

   Phase 3: Employee Transfer Under TUPE

   5 tasks

   Applies only to a UK asset purchase or business transfer, where employees move to the buyer under the TUPE Regulations 2006. A share purchase does not change the employer, so this phase is hidden for one. Take employment law advice throughout.

   • Confirm with your advisers that TUPE applies and who transfers — the employees assigned to the business or the part of it that is transferring, including anyone on leave, and anyone the seller proposes to keep
   • Check the employee liability information from the seller — the seller must give it at least 28 days before the transfer: identity, age, particulars of employment, disciplinary and grievance records, and claims
   • Tell the seller in writing about any measures you envisage — changes you plan for the transferring staff, such as a new place of work, new reporting lines or redundancies, so the seller can inform its representatives
   • Inform and consult the employee representatives — the seller informs its staff; you inform and consult the representatives of your own employees affected by the transfer, long enough before it to allow consultation
   • Move transferring staff onto your payroll and confirm their terms in writing — a written statement naming the new employer and confirming their terms and continuous service, and the payroll moved as HMRC’s guidance describes
4. 4
   Phase 4 — Day 1

   Phase 4: Day 1 & Week 1

   6 tasks

   • Confirm completion and file the completion documents — the completion statement, the consideration paid, the signed documents, the bank mandate changes and any conditions still open
   • Make the Day 1 announcements in the agreed order — employees hear from their own leaders first, then customers, suppliers and anyone else on the communications plan
   • Hold the Day 1 sessions for leaders and staff — the reasons for the deal, the integration approach, what changes and what does not, and how to ask questions
   • Give the agreed Day 1 access — email or directory accounts, shared channels and finance and HR data, as approved, with a record of what was granted
   • File the company changes with Companies House — new directors and secretary, any resignations, the registered office and the change in people with significant control, within 14 days of confirming it
   • Review the first week — the issues log, questions from staff, customers and suppliers, anything that broke, and what the plan needs to change
5. 5
   Phase 5

   Phase 5: People & Organisation

   6 tasks

   The people tasks go to the HR lead named on the first task. After a UK asset purchase, TUPE limits changes to the transferring employees’ terms.

   • Confirm the leadership team and reporting lines — who leads the target, who they report to, and the decisions they can take without going to the group
   • Put retention arrangements in place for key people — the people named in due diligence, with agreed terms in writing and a manager who checks in with each of them
   • Compare terms and conditions across both workforces — pay, bonus, benefits, pensions, holiday, hours, notice and policies, with every difference listed
   • Design the organisation for the integration approach — roles, overlaps and gaps; any role changes or redundancies go through a fair process, with advice and its own checklist
   • Move the target’s people onto group HR policies and systems — the handbook, absence, expenses, performance reviews and the HR system record, where the integration approach calls for it
   • Harmonise terms only where it is lawful and agreed — after a TUPE transfer, a change made because of the transfer is void unless the law or the contract allows it; improvements can be agreed; take advice before proposing any change
6. 6
   Phase 6

   Phase 6: Customers, Suppliers & Operations

   6 tasks

   The last task appears only when the target is fully absorbed into the group.

   • Contact key customers personally — the largest accounts by revenue, each with a named account owner, told what changes for them and what does not
   • Keep operations stable while changes are made — service levels, key processes and an issues log reviewed every week by the workstream leads
   • Track change of control consents and customer retention — consents still needed, contracts at risk, cancellations and renewals, compared with the deal model
   • Review supplier contracts and combine spend — overlapping suppliers, change of control clauses, notice dates and the procurement synergies in the register
   • Align pricing, products and the sales process — price lists, discount authority, the sales pipeline and the cross-sell plan from the synergy register
   • Move customers, contracts and the brand into the group — novation or assignment of contracts, the invoicing entity, customer notices and the brand change, each with a date
7. 7
   Phase 7

   Phase 7: Finance, Controls, IT & Data

   7 tasks

   Finance tasks go to the finance lead and IT tasks to the IT lead named on the first task. The migration task appears when the target is partly integrated or fully absorbed.

   • Diary every deadline in the SPA — completion accounts or locked box steps, warranty claim notice periods, earn-out measurement dates, deferred consideration and retention releases
   • Review the target’s IT security before connecting networks — admin accounts, multi-factor authentication, patching, backups, endpoint protection and third-party access
   • Bring the target into the group month-end close — chart of accounts mapping, the reporting calendar, intercompany balances and the first close in the group timetable
   • Apply group financial controls — approval limits, segregation of duties, bank reconciliations and purchase-to-pay controls, with gaps logged and fixed
   • Bring the target into group data protection arrangements — records of processing, privacy notices, personal data shared between group companies and the contracts with processors
   • Prepare the completion accounts or check for leakage — within the timetable the SPA sets; for a locked box, check payments to the seller since the locked box date against the permitted leakage list
   • Plan system migrations and decommissioning — email, finance, HR and customer systems, with the order, data migration, testing, rollback and the licences to end
8. 8
   Phase 8

   Phase 8: Synergies, 100-Day Review & Handover

   6 tasks

   The executive sponsor signs off the 100-day review for the steering committee. The checklist halts there, so nothing is handed to business as usual until it is approved.

   • Report synergies against the targets each month — actual against target for each line in the register, one-off costs to date and the reason for any slippage
   • Report progress to the steering committee — status by workstream, decisions needed, the top risks and issues, and changes to the plan
   • Run the 100-day review — what was delivered against the plan, synergies to date, people and customer retention, open issues and lessons for the next deal
   • Steering committee signs off the 100-day review — the integration is approved to move to business as usual, with any conditions recorded
   • Hand each open item to a business-as-usual owner — a named owner, a date and the report it will appear in, including synergies still to be delivered
   • Close the integration management office — stop the integration meetings, archive the plan, the decision log and this checklist, and tell both businesses the integration has ended