I consult, write, and speak on running better technology businesses (tech firms and IT captives) and the things that make it possible: good governance behaviors (activist investing in IT), what matters most (results, not effort), how we organize (restructure from the technologically abstract to the business concrete), how we execute and manage (replacing industrial with professional), how we plan (debunking the myth of control), and how we pay the bills (capital-intensive financing and budgeting in an agile world). I am increasingly interested in robustness over optimization.

I work for ThoughtWorks, the global leader in software delivery and consulting.

Tuesday, June 30, 2015

Without the Right Capital Structure, There is no Software Company Within

Is every company destined to be a software company? From a production perspective, there's reason to believe so: relatively minor things that were once the domain of hardware (configuration set by switches on a circuit board), operations (merchandise re-ordering based on sales and quantities) or subscription (license fees paid for usage) have become things that are now the domain of software (configuration is set through a browser interacting with Java code running in a Linux variant deployed on a hardware device; algorithms that automatically re-order merchandise based on seasonal, demand & promotional variables; advertising-sponsored or use-metered interaction). Virtual data centers, real-time algorithmic pricing, and new media are simply larger versions of that same phenomenon.

Production isn't what it used to be. A century ago, production was king: demand outstripped supply in economies with emerging consumer classes, which gave power to producers. That has long since changed. Today, production has few sustainable advantages: it is over-built (e.g., automakers have far more capacity than demand), highly flexible (lower labor intensity and cheap capital means production can shift quickly in response to economic or political demands, but by extension means there is no intrinsic strength derived from a "highly skilled labor force"), and subject to constant innovation in inputs (look at the progress in materials science in the last two decades). Producers can only counteract deflationary forces at their core with ruthless cost control and brand allure. A producer does this with a combination of efficiency (squeeze every penny from raw materials sourcing to distribution) and by appealing to or outright fueling user vanity (engender customer identity in every facet of its business).

Software is the means through which both of these things are done: we can use software to gather data, analyze performance and adjust operations in near real-time; we can also use software to reinforce identity, influence attitudes and drive behavior of consumers. No software, no chance.

So producers have to become software companies. But what does that mean exactly?

To somebody running a business, it means realigning internal operations. We have to look at skills and capabilities: we're not going to be much of a software company if we don't employ any software engineers. There are process and cultural considerations, too: an "optimized" business might squeeze more performance out of operations through software, but is less likely to be capable of capitalizing on external data that allows it to "re-invent" its industry through software.

But skills, capabilities, processes and culture all wilt in the face of an overbearing capital structure. A company financed to produce long-term stable cash flows from operations isn't a company that is prepared to respond to threat of competitive innovation via software or anything else, let alone one that will be a source of competitive disruption. It might consume a lot of software. It might even create a lot of that software. But software intensity in what we do doesn't make us a software company, any differently than walking for miles every day makes us athletic. Operations and execution matter to the bottom line, but ultimately dance to the tune called by finance.

Next month, we'll look at the organizational pathologies created by different capital structures and how those make a firm that innovates and competes through software as opposed to a firm that ingests and consumes software.

Sunday, May 31, 2015

Would Uber be so intriguing if we thought of it as the next American Airlines?

Suppose for a minute that self-driving cars become commercially available. Obviously, a lot has to happen before we get to that point, but suppose that it does. What happens to the economics of ground transportation?

Today, cars are owned or leased by individuals (households) or fleet operators (delivery firms or rental car companies). Auto manufacturers sell to dealers, who sell to individuals and firms; finance companies from universal banks to specialist lenders finance the trade. The buyer trades cash for utility (you have the car that suits your lifestyle), convenience (you have the car that you want any time you want it), and vanity (your car is a projection of who you want people to think you are). The rise in popularity of leasing hasn't changed things all that much because lessees make payments in exchange for possession that guarantees the same utility, convenience and vanity enjoyed by an owner-operator. Because there are millions of owners (and lessees), ownership is fragmented. Fleet operators have some buying power, but large fleets don't represent a very big portion of the total auto market.

Cars are underutilized: the average car sits unused about 95% of the time. This creates an opportunity to squeeze more efficiency out of the fleet. Enter firms such as Uber and Lyft: an idle person can take their idle car and give someone a ride. Of course, it isn't the car that's being shared, it's the labor: an UberX customer rents the driver, not the car. Uber brings new sources of labor into the market for personal transportation (competing against car ownership, car rental, taxi, limo, etc.), makes it conveniently accessible to passengers, and algorithmically optimizes pricing (the financially lucrative if socially unpalatable "surge pricing"). In a labor-intensive market prone to chronic shortages at the point of consumption (there never is a taxi when you need one in Manhattan...), this gives Uber and Lyft a price advantage over incumbents and attractive growth potential.

Enter the self-driving car. Suppose that we get autonomous self-driving cars that don't require a human operator backup. A self-driving car could deliver itself to a consumer and return itself to a vehicle pool. A vehicle that arrives when it's needed, and disappears when it isn't, changes vehicle consumption into an on-demand, short duration rental transaction. Companies that operate fleets of cars will initially compete on algorithms that maximize fleet utilization, plus inventory management that optimizes the mix of vehicles available in specific geographies at specific times (fuel efficient sedans for trips from home to the airport on weekdays, and light trucks for weekend DIY projects). The more efficient the dispatch and the more comprehensive the fleet, the easier it is for an on-demand service to satisfy an individual's need for utility, convenience and vanity in their choice of transportation.

In a world of self-driving cars, however, the service operator isn't optimizing labor, it's optimizing asset utilization. The economics of ground transportation will change to reflect this. A self driving car changes the current owner-operator (that is, the individual driver) into an on-demand renter-passenger. Rental transactions become simple debit or credit transactions between an individual and a fleet operator.

In this world, the users aren't the owners, but neither are the operators. Auto transportation will come to resemble the air travel business, where there are companies that own fleets of airplanes and rent them to companies that operate them to deliver passengers and packages. The fleet owners - firms like International Lease Finance - are asset-heavy companies that buy and insure aircraft from manufacturers (Boeing, Bombardier, Airbus) and lease them to airlines who operate them to deliver people and parcels. Being large buyers and large suppliers, the lessors concentrate ownership of the assets, which gives them negotiating power with both manufacturers and lessees. They are finance firms that throw off fixed-income-like returns to their investors.

The fleet operators are asset-light, leasing the aircraft (an operating expense) and slugging it out with one another for consumer market share. They throw off equity-like returns because they follow the ups and downs of the consumer economic cycle, facing the simple economic threats of substitution (videoconferencing has culled some demand for in-person meetings) and competition from start-ups siphoning off revenue of the most profitable routes (it isn't hard to start an airline, but it is hard to make money at it for any sustainable period of time, as the list of defunct carriers attests. It will be no less difficult to start an auto operating business).

The auto fleet operator - now an "asset sharing" company of assets it doesn't own, but rents - cannot compete for long solely on efficient dispatching and high asset utilization. Being operating companies of utility services, they compete on price, so they need to be merciless about increasing operating revenues and decreasing operating costs. They will develop complex pricing structures, just as airlines have done to charge premiums for better seats and extra bags. They will segment their market into a small premium segment that rents luxury vehicles and a mass segment that rents more humble rides. They will develop loyalty programs that rewards individuals for transaction volume and revenue contribution. And although it's tempting to think about fuel consumption as an individual responsibility as it is in the owner-operator model, the fleet operator will quickly realize that energy is a major cost component, and will hedge fuel costs as a way to lower their operating cost - or be able to offer lower operating prices vis-a-vis competitors.

We have cars that can drive themselves today. But a lot has to change before a significant number of the cars on the road drive themselves - and not just because of the equipment, infrastructure and policy needed to make it happen. Cars are vanity purchases. Suburban transportation and lifestyles are bound to automobiles. The convenience factor, particularly in periods of high demand, will compel many to continue to own or lease. The individual ownership or lessee model won't change any time soon, so this future is still a long way out.

Still, it suggests that the future of the dial-a-car business will be an exciting one, but for a different set of reasons than anybody is projecting today: intense competition, race-to-the-bottom pricing, volatile earnings, and the occasional trip through bankruptcy. Not exactly the kind of future that captures the imagination.

Thursday, April 30, 2015

Matrix IT Organizations, Part II: The Inmates Are Running the Asylum

A few months ago, we took a look at the pathologies of matrixed organizations: no focus, amateur management, and people waging turf wars to secure power that they can exercise without consequence. The result is stationary organizational inertia, the portrait of a seized-up business.

When non-executives enjoy power without responsibility, the corollary is that executives suffer responsibility without power. The organisation cannot pursue a consistent or coherent strategy, and may find it difficult to take any decisions at all.
-- John Kay, How a proud corporate history can lead to poor governance

Matrices empower petty bosses but disenfranchise organizational leaders. The owner of a product P&L doesn't "own" the people who produce it: executors report to managers in other parts of the organization, are shared with other teams, and may be so over-subscribed they have little time to devote to any one of them. Non-technical product leaders will struggle to navigate business goals to completion through the sea of technical tasks their teams force them to sail in. Knowing their skills and institutional knowledge are in short supply, individual executors and their supervisors get to pick and choose what they work on. The product leader ends up negotiating in all directions - with the people nominally on their team, those people's managers, and their peers struggling with the same organizational dynamic - to secure the time, attention and cooperation of labor. This isn't leadership, this is perpetual pleading, often just to complete the most marginal of tasks.

The chaotic process is vigorously defended by claims of democratic legitimacy, and by reference to the traditions and distinctive values of the organisation. But the democracy is a sham, and the values and traditions [...] encourage a tendency to self-congratulation immune to deficiencies in current performance.
-- Ibid.

Although power rests with people in execution, few will derive any joy from the situation. Whether they have power or not, executors are constantly pulled in multiple directions at the same time. In an organization over-run with demands, people will resort to coping mechanisms. One is process: if they can't control demand they can control the means by which people making demands interact with them, giving them some semblance of "control" over their universe. Another is denial: as Dr. Kay points out, they've lost the ability to recognize that the business context itself is idiotic, yet will take triumph at how well they cope. To wit: revenue is declining, infrastructure is decrepit, quality is poor and we can't make even the most simple of decisions, but my goodness we are so much better at communication since we adopted Scrum. High five!

This is organizational madness, and the inmates are running the asylum.

Companies don't set out to be organized as matrices. They resort to it when revenues fail to keep pace with the costs of doing business. When they do, it suggests that the business is trying to do too many things at the same time. It also suggests that many of the things the business is trying to do don't generate much revenue. Put more simply, the business is distracted by a lot of bad ideas. This isn't a problem of organization or of operations leadership, it's an executive leadership problem twined with weak corporate governance that has failed to keep that executive on a short leash.

I once worked with a private equity-backed firm that had a portfolio of four very different digital media products in different stages of maturity, with limited cross-product synergies. Two were past their peak and in unarrestable decline, one was ex-growth, one was growing. The technology organization - including software development - was shared across all products, with tech costs subsidized by the entire business. The company was unprofitable, dependent on life support from private equity injections. To justify those, the corporate headline was growth, although they tried to make the case that there was a profitability story in some of the lines.

We calculated product-specific P&Ls. These revealed that no product was operationally profitable if it had to carry the burden of its actual tech costs. This was due to product customizations given away by sales as a way of luring in new clients to replace lost ones. The slipshod software that resulted from those freebie customizations came with high running costs; company and customer alike got what was paid for in that unfunded customization.

We also did a revenue analysis. It revealed significant client churn across the lines, and that pricing of the growth business was so anemic that it would never achieve sufficient organic growth to provide the revenue the firm expected. Worse still, this sole growing market was maturing rapidly, creating downward price pressures they could do nothing to combat.

Operations and technology were as described in this and the prior blog: unable to focus, fiefdoms without responsibility, and so forth. Being unable to put a floor under the declining businesses' revenues plus a permanent pricing impairment on the "growth" business meant operations and technology would always be starved for cash. There is no wizardry that would turn this around; it was simply a collection of bad businesses.

The sane alternative was to simplify and focus: dispose of the declining and ex-growth businesses or run them for cash; sell the growth business or acquire competitors to consolidate the industry to achieve scale; and invest in organic development of a new media property. Unfortunately, the CEO saw a portfolio of properties that had thousands of visitors and just enough revenue that he could convince the board to keep the funding taps open, because there had to be a pony in there somewhere.

The options aren't all that great in this situation, which is why professionals aren't attracted to them in the first place. If you're brought in as Chief Executive or part of an executive team with an explicit mandate from the board to make sweeping change, you have a chance. But if you have a weak board overseeing a delusional CEO and a sales force for whom every dollar of revenue is the same, all producing initiatives that require tech and operations to compromise to compensate for a lack of revenue, you're wasting your time: you're in the asylum, and there's no one to hear you scream.

Tuesday, March 31, 2015

Activist Investing in Strategic Software Chapter 1 Excerpt - Why Governance Matters

I've published drafts of the introduction and first 4 chapters of my book, Activist Investing in Strategic Software. I still have some citations to finalize, several visuals to integrate and a lot of editing to do. But the foundation is there. A sample of the book (currently, just the introduction) is available on from the site.

Here's an excerpt from Chapter 1, Why Governance Matters.

* * *

That there are abundant examples of bad governance but few examples of good ones comes as no surprise. What passes for "good" in governance is not all that remarkable. Boards, being the representatives of investors, are expected to be independent, diligent, and uncorruptable. Independent members of corporate boards are assumed to be people of capability and integrity. People in governance roles are expected to discharge their duties competently; meeting expectation is not exceptional. Hence we have few examples of good governance but many examples of bad.

This doesn't help us understand why governance is important.

Poor governance, such as in the cases of Olympus, Hollinger, Madoff, or the United Nation's Oil for Food program, can lead to devastating outcomes that are plain as day after the fact. Yet as we established in the prior section, there are objective characteristics of good governance: set expectations, invest authority, and validate results. And there is research to suggest that the presence of these have a significant impact on bottom-line results.

In a study of 1,500 companies by Harvard professor Paul Gompers, well governed organizations outperformed poorly governed ones by 8.5% annually. “Well governed companies face the same kind of market and competitor risks as everybody else, but the chance of an implosion … by ineffective management is way less.”
-- Gavin Anderson, Chairman, Governance Metrics International

Good governance reduces risk of bad things happening, and there is reason to believe it is a contributing factor to superior performance

Just as a corporation is an investment of capital, so, too, is strategic software. What is true for a company at a macro level should be true at a micro level. The characteristics of good corporate governance should be present in IT governance: an independent board that sets expectations, chooses and changes leadership as necessary, and validates results reported by that leadership.

Saturday, February 28, 2015

Activist Investing in Strategic Software

A few years ago, I felt I had enough experience - and had put enough thought into the subject - to write a book on governance in software development. I had observed that most tech firms and captive IT organizations are largely left to self-govern, and both are pretty light touch about it. I had also observed that governance is widely misunderstood and the term is used in technology in a lot of different ways, almost universally incorrectly. With more ambitious investments being made in software and the success rate of large projects not getting all that much better, the need for better governance was there. Plus, it seemed to me that if IT didn't get its act together soon enough, the CFOs of the world were going to get IT's act together for it, so it also made sense to write it from a bit more of a financial rather than an operations perspective.

The timing was good, too, because the prior decade had given us some very well documented examples of egregiously bad corporate governance, ranging from isolated cases of accounting fraud (Worldcom and Parmalat) to the near-collapse of the banking industry that resulted from so many firms taking too much risk onto their balance sheets, their boards having absolutely no idea they had done so. There was some nascent research suggesting that good governance has a measurably positive impact on business outcomes, and also that "activist investors" - people who force their way onto the board of a company to agitate for change - were by and large net positive to a business. All together, we had great examples of how not to govern as well as behaviors we could use as a standard to define what governance really means - practiced or otherwise - in software development.

Within a couple of years, I had written enough material to compose a draft. Then I took a hiatus from it.

In the years since I wrote the first draft, a tension has developed between advocates of "innovation" and champions of "scale" in software development. In one corner are the enterprise development people who say control over operations yields predictable results. In the other are the lean startup people who say that discipline in execution twined with feedback loops is control enough, so just let people go on voyages of discovery and you'll have far better business results. The control camp claims that innovation is possible in their way because it embraces Agile (evidently, all you need are "innovation sprints"). The lean camp claims they can scale to the size of a large business (which may be true, but they're light on practical details). Both say they can revolutionize business itself.

But both camps take an execution (that is, operations) perspective. Execution is important, but if we're going to make organizational impact, we have to do it from a financial, not an operational, perspective. Operations are cost. Investments are value. To change the business of software, we have to speak the language and act the part of the latter. It doesn't matter how revolutionary or how beneficial a different way of delivering software can be to a company: nothing that comes out of either camp is going to cause the authors of Fundamental Accounting Principles to overhaul their text.

I am once again writing the book. I will publish it iteratively. It is still early days - no cover art, not much of a landing page.

But today, the first draft of the first chapters of my book, Activist Investing in Strategic Software, is available on Leanpub.

Saturday, January 31, 2015

Matrix IT Organizations, Part I: Turtles all the way Down

Multiple layers of authority overlap both horizontally (different people and committees engage with the same issue) and vertically (many decisions are liable to review by some other body). The lack of focus in decision making results in an absence of executive authority; while professional management is subject to random amateur interference. In consequence, able people are not easily attracted to management roles; and so the amateurs view the professionals with often justified and frequently reciprocated contempt.

-- John Kay, How a proud corporate history can lead to poor governance

A business has many sub-organizations. They may be functional (sales, accounting, etc.) or regional (EMEA, Americas, etc.), or specialized (e.g., product). A company may consist of all three: regional sales and marketing teams, working with multiple product teams, all of whom share corporate-level finance and legal. We want the organization structure to balance customer service with operating efficiency: completely autonomous divisions offer high customer service at a cost to our customers or to our profitability, while completely silo'd organizations squeeze every penny of efficiency at a cost to customer service. Competitive customer service at the lowest cost of execution lies somewhere in between these extremes.

Captive IT faces the same challenge as the rest of the business: organize to provide the greatest level of service while containing costs. IT generally organizes around technical roles: we have infrastructure people, database people, helpdesk people, software development people, and so forth. We also have specializations therein: we have ERP developers, who are not the same as our front-end developers, who are not the same as our legacy system developers. And none of them are quite the same as our QA people.

These sub-specializations are fairly well entrenched because career path is generally associated with role, and even specific technologies. For one thing, deeper expertise in a narrow set of technologies will command a higher salary than shallow expertise in a wide range of technologies. For another, a manager is unlikely to promote a promising member of the web development team to be tech lead of an ERP team because the technical knowledge is not transferable.

IT leaders structure their organizational hierarchy with this in mind. For utility functions, this works just fine: provisioning hardware and e-mail accounts is the same no matter who the user is. But in strategic software development, the business domain influences technical implementation, so IT needs tighter alignment with the business. The specialist IT structure is mapped to more granular business customers in a matrix: we form delivery teams to support a business line or a specific product owned by the business, but each team's tech lead reports to a VP of engineering within the tech organization.

Like everybody else, IT is under cost pressure. The greater the pressure, the more likely IT leadership is to make something into a shared service, which translates into fewer people owning multiple responsibilities for multiple teams. Quality assurance, project management, and techops, for example, can provide greater service when paired with a business partner, but become organizations unto themselves (with fewer staff) as a means of creating cost efficiencies.1

From an organizational perspective, this makes things somewhat untidy within IT because we have a matrix (shared services) within a matrix (development teams organized by business line, but reporting up to an engineering leader). If there is a shared service within a shared service, such as DBAs being part of techops, we have a matrix within a matrix within a matrix. It's turtles, all the way down.

Add to this the recent phenomenon of product organizations. A product hierarchy - common but by no means exclusive to tech firms - is chartered to elevate users (people who use the software) and customers (those who pay the bills for those who use the software) in ways that subject matter experts and software engineers are not able to. As the proxy for consumers and buyers, they influence priorities and packages of functionality. But product owners don't necessarily have strong footing in either the business domain or software development. In practice, they act as a referee between SMEs and engineers. At best they're an emerging function clawing at opportunity from a different perspective; at worst they're another level of intermediation in the decision making process.

And so we have the situation described above by John Kay: no small number of people being brought to bear on a problem, but a structural inability to get results.

With no defined power structure, the vacuum is filled by people who turn non-executive roles into a near full-time occupation. [...] Petty politicians enjoy the feeling of being at the centre and jostle for power; the power they seek is not the ability to get things done but the negative power that comes from “no decision without me”. Secrecy about matters of no significance bolsters their sense of self-importance.

-- Ibid.

Instead of better business alignment, we have fragmented ownership and competing priorities and agendas. Matrices create, rather than alleviate, impediments to getting things done.

In Part II, we'll look at executive disenfranchisement in the matrix organization.


1 It's worth noting that the decision to make something a shared service is frequently justified as a means of promoting "best practices". Functions like QA or devops that are fragmented into separate product teams will show inconsistent performance; consolidating them into a single function should, in theory, be a step toward making them more consistent (ignorant of technical, asset or personnel restrictions on that). The irony is that somehow, "best practices" - whatever that's supposed to mean - will compensate for the fact that a critical function is deliberately being starved of investment.

Wednesday, December 31, 2014

The CIO and M&A, Part II

Integrating businesses is no small task.  Established workflows, systems and tools are vigorously defended yet poorly understood.  Fearing for their jobs, people will equate systemic knowledge with job security.  Many in the acquired business will cling to their legacy identity. Organizational politics - and power plays - will alter tactical integration plans.  But it is the business goals that investors signed up for - not the internal special interests - that will determine the fate of the leadership responsible for the integration.  How do we stay focused on these?

Be a business leader, not a technology partner. Technology leadership must be fluent in the broader business context of the integration and be prepared to make decisions on behalf of the business, not just the technology applied to the business.  This means being or bringing in business process analysts to simplify the operations - and with it, the technology - of the business itself.

I wrote last month that most material on the role of IT in M&A are platitudes, and this certainly smacks of one.  But the fact is, this is not something that IT departments have in recent years positioned themselves to do.  The change in moniker from "Information Systems" to "Information Technology" has been a detriment to CIOs: the word "systems" implied responsibilities inclusive of business and technology, whereas the word "technology" suggests it is solely responsible for tech.  As a result, there is less expectation that tech will shape business decisions as much as it will carry them out.  It doesn't help that business analysis skills remain low in captive IT.

M&A gifts captive IT with the opportunity to be the "resident adult" in sorting out intransigent participants in an integration. However, that opportunity exists only if it is prepared to act as a business leader and not merely a technology supplier.

Slowly strangle, don't wholesale replace. Existing systems are complex: they have highly specialized rules that were developed over a number of years, they were developed with very different architectural principles than would be applied today, and the older the underlying technology the scarcer the technological know-how there is to incrementally change them.  This makes it easy to make the case that dueling systems are incompatible with one another, are no less valuable owing to the criticality of the specific edge cases they accommodate, and can only be replaced through a large "enterprise"-scale rewrite.  Thus we have no choice but to maintain the status quo, and only costly and high-risk change can possibly sweep it away.

The headwinds to change blow fiercely; there are always plenty of reasons not to do something.

Unless both organizations have extraordinarily geriatric technology, proposing an enterprise refit will be met with skepticism in the boardroom that will cast doubt on our leadership capability.  Even a big-bang retrofit of one incumbant technology to take the place of another will receive only a grudging endorsement.  Both scenarios also create tactical confusion: should existing systems be modified to meet immediate business needs or do we wait for the big-bang replacement?  And what do we do if that big bang replacment gets delayed?

We avoid this trap by strangling existing software.  In effect, we allow our portfolio of assets to continue to evolve with the business while simultaneously deprecating and retiring them.  We do this gradually, identifying specific functionality that can be integrated and replaced.  We have the practices and technologies today - from continuous integration to feature toggles to branch by abstraction - to make this a matter of will.  It is also palatable to the board because it gives us a means to show how we are structurally reducing our cost of operations in a manner that will support the business in the short-term and sustain it in the long-term, not a slash-and-burn approach that makes it thinner at the cost of making it more sclerotic.

This will mean making some unpleasant decisions. We may have to create new code - a lot of new code - to integrate old code on our way to fully retiring it.  We may have to integrate in unpalatable ways (e.g,. at the database level) where legacy systems do not support modern architectural principles.  And there will be times when the extent of integration will makes our collection of assets very complicated.  This means that our measure of success isn't just getting things deployed, but getting things removed.  To the CIO, the critical measure is a composite "simplicity index" of all IT systems, not "integration progress" in simply making systems work together.

Insist on excellence in engineering.  When the clock is ticking, there will be temptation and pressure to cut corners.  We can create the appearance of integration with quick and dirty solutions, and all that matters in the end is that it works, not how it works.

The phrase "we'll fix it later" probably has the lowest conversion rate of any statement made in business. An implcit expectation in M&A is that we are investing in simplicity and robustness, not complexity and brittleness.  The reality is, we're not going to get money later to pay down technical or operational debt we take on. If the combined landscape has more moving parts and fragmented institutional knowledge than the sum of the parts of the combining companies, we'll have a higher cost of operations and, therefore, have failed.

Investigate, measure, and draw attention to quality of engineering.  Instrument all code, looking specifically for complexity, duplication, testability, and test coverage.  Incentivise good engineering practices and reward teams that make structural and procedural improvements.  Take deliberate action against poor engineering decisions: delay an implementation rather than accept a poor one.  We have to live with the consequences of our decisions; make clear that we have invioable standards of performance.

Nobody is irreplaceable.  Inheriting somebody else's code is never much fun.  We have to deconstruct what other people were thinking at the time they created it, while simultaneously trying to understand the business context that existed at that time versus the context that exists today.  It's much easier to fight for funds to perpetuate a legacy team than it is to take responsibility for cleaning it up.

Two things to remember: it's just code, and the people behind both the code and the business usually don't have as much systemic or contextual knowledge as we project into them that they have.

To the first point, most code is not as algorithmically complex as we are told that it is.  The implementation might be complex, but implementation decisions are generally easy to discern (somebody really liked Java interfaces, so everything is implemented as an interface).  Once we figure that out, it's fairly straightforward to restructure the code and increase test coverage to make it more testable.  This is true for current and legacy languages alike.

To the second point, don't assume that the business leaders have as solid a grip as you'd hope they do as to why they do the things they do.  Some years ago, I was working with a firm to redesign fleet maintenance operations.  The existing suite of software tools were a combination of RPG, Visual Basic, Java and Excel, tied together with a number of manual integration steps.  The business operations leaders could only understand operations in the context that the technology allowed them to do these things.  We had to understand their business operations better than they did to get them to understand the actual value stream.

Do not be held hostage by tribal knowledge or the perception of that tribal knowledge.  Reward people for knowledge sharing and provide career paths for people to move beyond system caretakers to leadership roles that builds on their experience in mission-critical systems and knowledge of how the business itself operates.  Do not be afraid to cut people loose who are obstacles to change, no matter how entrenched they are perceived to be. Best of all, replacing legacy systems will reduce pockets of that knowledge: we start the clock ticking on it the minute we start to retire it.

Put your personal credibility on the line for these things.  A CIO has only as much time as the M&A horizon to create a common culture within the technology organization. Whatever the cultural norms are of the two firms at the start, insisting on engineering excellence, business leadership, and gradual improvement while being willing to accept responsibility for cutting loose tribal knowledge sets a decisive tone of change within an organization.  This creates both a new mission and a new identity for everybody.

Most importantly, we have to make it clear to all and sundry that we are every bit as much on the line for these things as they are.  We will take responsibility for a delay in implementation where quality is sub-standard.  We will develop new leaders in our organization rather than being forced to retain people in existing roles.  Our actions will speak louder than our words.

Nobody is irreplaceable.  If we fail to deliver, we'll find that out to be true for us, too.