To accompany the publication of NGA and Browne Jacobson’s new guidance on MAT mergers, Edward Vitalis, Chief Operating Officer at Bright Futures Educational Trust shares his experiences and reflections on a recent merger.
We completed the merger at the beginning of March 2021. The relationship did not begin there, however. It started as far back as four years ago. As two neighbouring multi academy trusts we had been collaborating for some time. Bright Futures had been providing executive peer to peer support to the Dunham Trust via the Chief Executive, myself as Chief Operating Officer, our Director of Human Resources and Strategy and our Director of Teaching School and Partnerships. We had been helping the Dunham Trust with some of its governance, financial and resourcing challenges. Working well with another organisation always brings reciprocal benefits and looking beyond our own organisation helped us to reflect critically on some of the habits and approaches we had adopted.
The Dunham Trust also joined a collaboration of four other Greater Manchester trusts (including Bright Futures) who had been brought together simply to consider how we could collaborate productively. For example, we had considered proposals for a small procurement collaborative for our mutual benefit.
This ongoing relationship (two years ahead of even contemplating a merger) was crucial to the success of bringing the two organisations together. We discovered in the early days that we shared similar vision, ethos, culture and values. That’s why the merger made sense. We had built a trusted relationship through the peer-to-peer support. We knew each other well.
Ethos, vision, values and culture
Bright Futures Educational Trust has always been an organisation committed to a strong and purposeful vision: ‘The best for everyone, the best from everyone’. Everything that we do is underpinned by our values of community, integrity and passion. We never forget that we are here in the service of children, families and communities. This values-led approach resonated well with the Dunham Trust.
Through our relationship we knew that both organisations were inclusive and collaborative, taking local accountability seriously. Both Bright Futures and the Dunham Trust were uncompromising about our values and were committed to strong relationships, strong governance and accountability; professional learning; being supportive, challenging and fair; and effective communication. Both our organisations recognised the positive impact of collaboration and the sharing of best practice. We were each committed to ensuring that all our young people could access a consistently high quality of education in all our schools.
As part of the merger we explored how our respective values were lived out in policies and practice, never taking anything for granted. Over time we realised how these shared fundamental beliefs would help us to create a new, aligned culture that would strengthen both predecessor organisations.
The merger process
The process itself can seem a bit technical, daunting and challenging. There’s a lot to do! There is a formal application to the Regional Schools Commissioner (RSC), Trust Capacity Fund grant application, due diligence, TUPE, funding agreements, land transfers and leases to be novated as well as contractual warranties and the legal merger agreement. Recognising that we didn’t have all the necessary expertise in-house we drew together what we believed to be the best team for the job. This included Browne Jacobson LLP acting as lawyers for the transaction, accountants and the executives of both trusts. We viewed the Department for Education leads from the RSC’s and ESFA’s offices as an extension of the project team. Our trustees, many of whom have experience of mergers in different sectors, provided scrutiny, challenge, advice and direction. A formal project management approach combined with collaborative working in different forums made the job far easier than we had imagined at the outset.
Despite our longstanding and trusting professional relationship, both parties carried out extensive due diligence on each other, led by lawyers, accountants and respective executives. This was of utmost importance in gaining authorisation to proceed from the trustees of both Bright Futures and The Dunham Trust. Through due diligence, we were able to iron out all sorts of peculiarities that we came across. Engaging a team of professionals to carry out condition surveys of all our schools meant that we not only knew about our estates liabilities but that we had a five-year detailed plan to address them.
While challenging, we found completing the application a helpfully reflective process. It really got us thinking about all the hard work we had engaged in during recent years, our challenges, successes and the work that we had still to achieve. We pulled it all together and it now forms a document soon to be published on our website entitled Why join Bright Futures?
Shared vision and values, strong relationships and a disciplined, professional approach to the merger process helped the integration challenge immensely. Careful planning ahead was of the utmost importance and we developed a post-merger integration plan while we were engaged in the due diligence process. We have never thought of the merger as an ‘event’. It is an ongoing process and we know that we will need to continue nurturing robust working relationships and practices.
Good, clear, regular communications were of paramount importance and warranted a separate project plan. This was even more important in the context of national ‘lockdowns’ that prevented us from doing some of the face to face work that we had envisaged. Our communications and integration plans led to a series of induction sessions for staff and local governing body (LGB) members. This dialogue continues. For instance, I have been meeting recently with LGBs to build relationships and discuss the Bright Futures ways of managing risk and the important role they play in it.
The process of merger continues. We see every strategic interaction as an opportunity to demonstrate and articulate our values-led approach. Through anonymous staff surveys and direct questioning from trustees, we continue to reflect on the successes of the merger as well as the ongoing challenges. One of the opportunities of the merger was a site that enables us to bring central teams together in one place. When completed we think this will help to cement a more unified organisational culture.
It’s easy to get lost in the technicalities of merging two organisations; there is a certain comfort in project reports, timelines, application forms and legal process. Throughout the entire project, however, we have never lost sight of the core purpose of the merger, namely to improve further our positive impact in the lives of those whom we serve.