Corporate development teams are helping companies adapt and succeed in a world that's being transformed by technology, globalization and the rise of the deal economy. But hey, you knew that. The question is how? Well, some of the answers were available today at The Corporate Dealmaker Forum at the Soho Grand Hotel in New York. The meeting was an opportunity for more than 60 corp dev pros from a variety of companies to get together and compare notes on how they get their jobs done. The keynote session featured insights gleaned at two of the biggest names in American business. The speakers were David Monderer, who recently retired as the corporate VP and managing director of corp biz dev at Kodak, and Anne Madden, VP for corporate planning and development at Honeywell International. They spoke with Corporate Dealmaker editor Ken Klee and also toook a lot of questions from the audience.

Monderer says a key best practice in an acquisition --in addition to giving divisional people a say in what's happening-- is to have an independent decision-maker who has a more objective opinion than someone in a division of a company who is emotionally wrapped up in a deal.

You need a third party who's asking questions like "Is it achieving your strategy; are there other ways to do this; are the number's realistic; did they take everything into account?" You have to keep that independence or else you'll get deal fever taking over, he says.

Anne Madden described a review of past dealmaking at Honeywell that CEO Dave Cote asked her to undertake when she got the corp dev job in 2002, and how it shaped the company's approach to dealmaking. She described some of the ways Honeywell had missed the boat in three different ways in its dealmaking past--for example, by going too far afield strategically, falling in love with the property, or being convinced they were going to do all sorts of Herculean stuff from a sales synergy perspective, which led to them overpaying. Lastly, integration efforts weren't up to par. While their success stood around 50% of deals adding value, a number that's really in line with most of the M&A world, Madden thought it was unacceptable. So they overhauled the valuation, due diligence and integration and the overall corporate approval process. All of which is now very formally mandated in the policy at Honeywell.

Monderer and Madden agree that disciplined policies are a must to see deals through. The integration process has to be watched very carefully, with quarterly numbers being dissected by management. The role of the corporate dealmaker requires wearing many different hats -- being a policy and process thought leader, a corporate oversight board and basically being the quarterback of the due diligence process.

CD's Suzanne Stevens took over the mike to moderate the second session of the forum, asking the panelists about the relationship between corp dev execs and the execs in the business units. She noted the dual roles that dealmakers are often charged with, that of serving the business units by helping with deals, while at the same time enforcing the standards and strategic goals of the corporation. Panelist Michael Frankel, SVP of corp dev and strategy at Information Resources Inc., noted that while "deal fever" on the part of a biz unit leader can be a problem, so can the opposite emotion: a knee-jerk fear of all deals, even ones that will probably help the company. Panelist John Zieser, Vp for corp dev at Meredith Corp, talked about striking a balance as his team helps Meredith expand into interactive media and takes its prize brands overseas, to markets such as China.

The last session--JVs, minority stakes, and other necessary nuisances--generated a lively discussion as panelists from different industries talked about why they're willing to take on these difficult structures, and the many things that can go wrong with the. Eric Lint, EVP and global head of biz dev at Reuters, talked about Reuters' recent exit from its Factiva JV with Dow Jones; Harry Hamill of Wyeth Corp. brought some pharma industry perspective; Andrew Goldberg of Avaya talked about why his company is cautious on these deals. It was Monderer who got the biggest laugh of the day when he said that JVs can be so painful that the discussion could be taking place not just at the Corporate Dealmaker Forum, but at the S&M Forum. Since the meeting was being held in Soho, everyone agreed that there probably was an S&M Forum taking place somewhere nearby. Nobody in the audience changed venues though, preferriing to stick around to ask questions and network. —Baz Hiralal

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