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What makes a retailer competitive
today is fundamentally changing.
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It’s no longer
just about scale, assortment or price.
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It’s about precision and agility.
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In today’s dynamic environment,
remaining competitive demands evolution.
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Retailers need to adapt quickly
and find new ways to reinvigorate growth.
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For many, that journey increasingly
requires leveraging strategic transactions
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as a profitable growth enabler
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from scale plays
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to capability-building acquisitions
to reimagining how and where they compete.
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Today’s deal strategies are more varied,
more targeted
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and more tech-enabled than ever before.
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But for all the focus
on making the right move,
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the real opportunity lies
beyond the transaction itself.
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That takes not just a smart strategy,
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but the ability to execute with precision
across the operating model.
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The way retailers integrate,
align and activate can be the difference
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between simply buying a company
and building a better one.
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Today, we’ll explore
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how retail organizations
are doing exactly that,
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using strategic transactions,
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tax planning and technology
to turn deals into engines
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for profitable growth.
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I’m Mark Chambers,
EY Americas Retail Leader
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and today I’m joined by Adrienne Figur,
EY Americas Retail Tax Leader.
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Will Auchincloss, EY Americas
Retail Strategy and Transactions Leader
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and Sri Prabhakaran,
EY Americas Deal Technology Leader.
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So Will, I will address
the first question to you.
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What are some of the primary drivers
behind the transactions
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in the retail sector
that we’re seeing today?
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Yeah, Mark,
I think if you really boil it down,
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retailers are really responding
to their environment. Right?
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So they’re faced with
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ever-changing
consumer preferences,
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the rise of digital entrants,
new macroeconomic shifts and
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new regulatory shifts that
they have to contend
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with on a day-in
and day-out basis.
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And they see M&A
as a really powerful lever
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to help accelerate their growth
through that environment.
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And really, when you analyze
the types of transactions are doing,
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it comes down to two broad types.
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So one is what we would call
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deals of economies of scale,
where they try increase their
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reach and range
and build a lower cost profile
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through getting larger
and expand their store footprint.
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And those have actually been
the largest deal types
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in terms of the share of dollars that
you see over the last couple of years.
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I think more significant is
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what we call economies of scope,
where retailers are adding
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new capabilities,
particularly in the digital realm,
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like AI and personalization, adding
DTC channels, new media capabilities
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and new brands and products
that go to market with
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and we call those economies of scope
and actually,
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there’s a really good example
recently where we’re
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helping a client that’s
an American-based apparel company
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that bought a European-based, a little bit
higher-end, a little bit more outdoorsy
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brand to really expand their offering
to take their core customers,
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but also give them a new capability
in a major geographic region
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where they don’t plan today,
which is Europe.
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They don’t plan it very well.
So they’re using that management team.
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Those systems, those tools,
those reach in Europe
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to really build out that capability
over there as well.
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So that’s a good example of sort
of those economies of scope that we see.
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Another example that we often see
is complementary breadth.
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So what is it that a company or a retailer
might need to complement
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its current offering.
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And I oftentimes
think about a significant online retailer
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who was looking to get more
and more into the grocery space.
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So they looked at opportunities
for acquisition on where they can acquire
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that sort of supply chain and also get
the physical assets that were needed.
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So they ultimately bought a US grocer
and got access to the supply chain,
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the distribution centers
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and the physical footprint of all
of the physical stores that were out there.
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They were able to take advantage
of that product offering
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and likewise offer that
to their online retail presence.
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What they also took was their technology
and e-commerce capability
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and shared that then with the grocer.
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So it was a win-win situation there where
economies of breadth also come into play.
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Great point Adrienne and Will,
thank you very much.
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Will, I’m going to come back to you again.
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Building these M&A capabilities
can be complex.
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What are some of the challenges
that retailers face
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and how can they overcome them?
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Yeah, I mean, Mark,
if you look at the literature
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and our own research on transactions
in general, most of them
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don’t perform or drive
outstanding shareholder returns.
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But when you peel that data back
a little more closely, you see that
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there are patterns of what makes good
in a retailer transaction environment.
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And that really comes down
to repeatability.
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And building that muscle memory,
we call it,
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where they are out in the market,
they’re being active and doing diligences
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and talking to potential players
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and potential acquirers
and they’re active in the deal market.
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And so that’s sort of a capability lens.
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When you think about it
from a strategy lens,
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it really starts as having a clear
enterprise strategy and linking your M&A
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strategy to that enterprise strategy
in a very firm way
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and then taking a clear-eyed view
of how you’re going to drive this.
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I think the other key thing
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is really getting ready
for day one readiness.
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And we’ll talk a little more
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how that is no longer sufficient, but it’s
completely necessary for retailers
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to be laser-focused on closing these deals
in an appropriate timeframe
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and executing them
flawlessly out of the gate
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because the pressure for shareholder
value is so high these days.
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Thank you, Will. You’re right.
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It is extremely high these days.
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Those expectations are off the charts.
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Adrienne, I’ll maybe turn to you.
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As retailers look to enter
into these types of transactions,
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how can tax be viewed
not just as a compliance exercise,
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but as a way to drive strategic value
throughout the transaction process?
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Tax should always be at the table
as a critical lever for companies
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to be thinking about as they’re driving
value in association with the transaction.
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And when I think about this,
I think about several different areas.
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First off, a retailer should be thinking
about what attributes does it have
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that would otherwise go unused,
but for a particular transaction?
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And on the flip side,
the company that’s being acquired,
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what attributes do they have
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that can be absorbed by the retailer
to enhance the overall posture?
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Second, I think about, supply chain.
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What supply chain can an acquirer
avail themselves of through an acquisition
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that will help them mitigate
geopolitical risks or tariff exposure
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and ultimately lead them to a more
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nimble supply chain given
the uncertainties in the environment.
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I also think about what processes
can be centralized into either
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a single entity
or domiciled in a particular jurisdiction
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that will enable the company to
then save not just on SG&A costs
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by having a centralized function,
let’s say a purchasing function,
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but also allow them to reduce
the indirect tax impact,
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which just flows
directly to the bottom line.
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And then I think about
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credits and incentives
and what can this new organization avail
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themselves of from a credits
and incentives perspective
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that perhaps
they weren’t able to previously.
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And that can be
for new physical locations, that can be
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for headcount accretion, that can also be
for things such as solar energy panels
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and other environmental
and social credits that are out there.
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So very important for the companies
to think about what is their new being
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and how can they continue
to monetize that.
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But I also think it’s important
that we think about transact to transform.
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Divestitures are also a way for a company
to accrete growth to the organization.
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So by selling an underperforming asset,
a company may in fact incur a loss.
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But as I said before, leverage attributes
that may otherwise go unused.
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So when I think about this,
I think about a global retailer
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who shed an underperforming
asset in the UK.
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And what did that allow them to do?
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It allowed them to leverage
those losses against income
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to lower their overall tax posture,
but it also allowed them
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to take the proceeds from that divestiture
and reinvest it back into the business.
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So they were able to provide
additional technology enhancements
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and e-commerce to their
current customer base.
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Will, do you have anything to add to that?
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Yeah, Adrienne, it’s a great point
about unlocking value through separation.
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So we tend to think about it
in a couple dimensions.
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I think one is and as you noted,
there’s the actual RemainCo,
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if you will, that tends to value
from separated non-core asset.
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Right? And that’s
because they receive cash obviously
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and then they unlock the ability
to invest in new things.
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They may have struggled
with that asset over the years
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and it just makes sense to their investors
to kind of exit from that business.
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I think the second thing is it creates
a lot of value potential for that
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separated business,
if you will, the SpinCo or carve out Co,
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depending on the structure.
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And now they have access to new capital
and they have access to new parents
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that can invest in them
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and really unlock them and allow them
to transform their own business.
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I think the other thing we’re seeing,
which is really interesting, is just
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in the context of executing mergers as well
and the separations required there.
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So, this is more of a US phenomena
because we are pretty concentrated now.
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But often retailers now
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are having to decide what to acquire
from a store footprint perspective
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and then also exiting or separating store
units to kind of clear antitrust hurdles.
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And so that dynamicism and building that
perimeter is a really key strategic step
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that maybe 5 or 10 years ago they haven’t
had to decide, but now they really do.
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And so that’s really making them
sharpen their pencils
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on how they’re going to get value
out of these transactions in an M&A
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context, but also doing separations
at the same time.
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Yeah. Thank you both very much for those
not only touching on the divestitures,
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which I think is a great point,
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but the idea that you raised
early, Adrienne, around
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having tax at the table early
makes all the difference in the world.
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And I think a lot of times
you and I would both acknowledge
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they might be the last to know
in many cases and that’s a mess.
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So thank you for that.
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Technology
integration plays a critical role
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as you think about realizing the value
for a transaction,
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what outcomes should companies
really be thinking about
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when it comes to addressing the technology
aspects of this transaction?
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Technology has always been
the big elephant in the room.
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From a statistic perspective,
50% of the synergies
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and 50% of one-time cost
can be attributed to technology.
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But when you look at the latest
EY CIO survey, only 28% of the CIOs
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think IT is able to generate the value
that it’s supposed to generate.
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A big disconnect. What is happening?
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If you step back a little, five years back,
there might be one transaction a year.
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A retailer might probably do
two transactions a year.
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But today, with the advent of technology
and the geographic expansion,
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so many different factors, there are
so many transactions happening every year.
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Different types of assets,
different types of transactions,
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technology is not able to keep up with it.
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So if I was a technology leader,
I would do two things.
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First, preparation.
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From a prep perspective,
make sure your
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technology is ready
for the flurry of transactions.
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This can be anything from creating
landing zones for your technology,
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having a lot of cloud hosting
so you can bring the technology assets in.
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Second, start thinking of playbooks
from a prep perspective,
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because most of this work can become
a methodology and can become a playbook.
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Create the playbooks.
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Simple things, right?
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Contracts.
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There are these big technology vendors.
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When a transaction happens,
you pay a lot of one-time cost.
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Why don’t you make sure
that your contracts
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have the language needed
for you to manage this?
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So that’s from a prep perspective.
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When it comes to execution,
this is where the value falls apart.
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Tech leaders always think about
integrating the back-end technology.
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Trust me, that’s super important today.
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But the most important thing is how do you
bring business along the journey?
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Are you a business enabler
or just a tech integrator?
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A few things to keep in mind.
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First, data.
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Data is super important
in a retail context
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because you see consumer data,
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PI data, a lot of household data
coming through retail transactions.
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If I was a technology leader,
I would start thinking of data
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from day one, from integrating the data
to monetizing the data.
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Second, the customer experience.
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There is so much opportunity
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when two retailers come together
to enhance the customer experience.
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This can be anything from
your front-end POS or something
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from a supply chain integration.
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So much to do
if you start thinking of the consumer.
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The third important thing
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start thinking of the overall experience
that you give to all the stakeholders.
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It’s not just the consumers,
it’s your internal employees.
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When big retailers come together,
the employee experience suffers.
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So start thinking of employee experience.
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When you do all of this,
you stop being a back-end IT integrator.
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You start becoming
a front-end business strategist.
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You get a seat at the table.
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You start driving discussions.
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To me, this will enable the value
and will change the 28% statistic
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to something different.
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Yeah. Thank you Sri.
That’s a great answer.
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As a matter of fact,
the point you made around
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experience I think is a very valuable one.
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Today’s age of consumer expectations
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around hyper-personalization
isn’t going away.
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And using this event to really hone
your skills around that
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could be a very valuable one,
so thank you for that.
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Will, I’m going to come back to you.
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Oftentimes, these large transactions
cause organizations
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to evaluate and redesign
their operating model at times.
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What should retailers specifically
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be thinking about going into these deals
when it comes to their operating model?
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Yeah, Mark,
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we really think
the operating model is critical
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because it really is the architecture
of their strategy. Right?
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And if they don’t get that right,
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then it’s really hard for them
to achieve their strategy in simple terms.
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And so historically, clients have really
focused on getting ready for just day one.
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What do those integrations look like
and how do we get people on board quickly?
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But I think the really advanced
and better performing
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clients are really going to be
on sort of that
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first step of day one readiness
into what we call transact to transform
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and using these newly acquired assets
and capabilities to fundamentally reshape
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how they go to market, how they architect
their operating model and ingest
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those capabilities, because it’s
absolutely critical to focus on day one.
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But there’s often outside factors
that may make you compromise a little bit
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on your long-term objectives, right?
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So you have things like deal expediency.
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You have different maturity models
between the two firms.
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You have different cultures.
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You have transaction service agreements,
transition service agreements,
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excuse me, the transition to IT
stacks between the two firms.
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And so that can make it hard to reach
your full potential in the near term.
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But the really, smart and superior
performing retailers are pushing
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beyond that over the next 18, 24,
36 months to lift their operating models
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up to a new level
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and really get the value
out of their acquisitions
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in a new more thoughtful way
than I think they have been before.
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And, Mark, I’d add to that
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from a tax operating model
perspective,
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it’s critical that the company
start evaluating
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what its future operating model is
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early in the process and not wait
until the transaction actually closes.
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We’ve talked a lot
about the availability of tax benefits
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to help support
and drive value in a transaction
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and without the appropriate
operating model set up
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before day one, it’ll be very difficult
to actually realize those.
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So it’s important
for a company to think about
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what do they want to look like,
where do they want
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to be from a best-in-class
versus best-in-cost perspective?
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That is, do they want to have
an entirely internal tax function,
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planning, compliance
and relations to the business
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or would they like
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to have an outsourced model,
whether that’s outsourced to a third party
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or leveraging the company’s GBS
or shared services model
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or some kind of combination of those two.
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Second, it’s going to be important
for the organization to step back
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and understand what does
the newly formed retailer look like?
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What do their attributes look like?
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What are their methods of accounting?
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What are their transfer pricing policies
and are there ways to morph
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those to be more advantageous
to the overall organization?
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Then I’d also step back
and suggest that it’s important
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for that new tax operating model
to be very connected to the business.
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As the business goes through
the integration, truly from how it operates,
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whether it’s reducing footprint,
adding scale, adding new supply chains
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across the globe, it’s very important
for DAX to be a part of that to ensure
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that we’re reaping the benefits
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or the retailer is reaping the benefits,
if you will, of reduced taxes
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for reduced footprint,
but also maximizing opportunities
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overseas with intercompany
agreements and whatnot.
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So having those types of things
set up from an operating model perspective
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early on will be critical
to ensure the success of the organization.
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That’s a great point Adrienne.
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Mark, on this topic, when you think of
technology operating model,
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the one thing people forget is the talent
that you get out of these transactions.
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When you look at it
like ten years back or five years back,
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when you look at the talent,
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it’s more like information technology,
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IT talent that you get
as part of these transactions.
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But today, with the advent of
data and analytics,
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artificial intelligence
and all the engineering work that happens,
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you get some very good talent
from, say, Bay area or hubs like Austin.
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00:17:11.830 --> 00:17:15.901
So technology leaders should start
thinking of people strategies,
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cultural alignment,
incentives to retain this talent
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because this talent is real
top talent that other retailers
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would also want to recruit
and they know a transaction
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is a trigger where potentially
some of this talent might be unhappy.
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So, this is a good point
for them to go hire this talent.
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So, technology leaders
should start thinking of talent retention
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and culture alignment strategies
when they think of operating model.
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Thank you all for that.
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When it comes to operating model,
there’s obviously a lot to consider,
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whether that be operating model design,
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tax strategies, talent strategies,
as each of you touched on it.
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Speaking of a lot to consider,
let’s shift back to growth.
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I’d love to get each your perspectives
on what it is
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that you’re advising your clients
for over the next 12 to 24 months
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as to how these retailers
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should be evaluating the M&A market
and what their strategy should be.
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Will, I’ll start with you.
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Yeah, Mark, I like to tell clients right now
it’s the Boy Scout motto of be prepared.
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There’s certainly interesting times
right now and there’s
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a lot of macroeconomic volatility
that they’re going to have to navigate.
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But back to that thesis
about having muscle memory
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and being active in the market,
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these are skills
you want to have over the deal
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lifecycle or the market lifecycle,
regardless of what’s happening?
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So, you know, obviously,
have a clear strategy
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for how to navigate this, build scenarios
to kind of anticipate things.
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But at the end of the day,
you still want to be active,
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00:18:37.449 --> 00:18:40.452
you still want to be talking to firms,
you still want to be out there
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actively pursuing diligences
that make sense just because you
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don’t know what’s going to happen.
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And in some ways,
this M&A lens could actually help
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00:18:48.160 --> 00:18:50.028
you navigate some of
the turbulent times we’re in.
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So, you know, we have to be cautious,
but we also have to be adventuresome
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and explore a little bit
and make sure that we’re
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kind of trying
to drive through this as best we can.
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00:19:00.239 --> 00:19:02.641
I would add to that, Mark,
expect the unexpected
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00:19:02.641 --> 00:19:04.409
and be able to be agile and nimble.
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00:19:04.643 --> 00:19:07.713
And in order to do that, it’s important
that tax departments
368
00:19:08.180 --> 00:19:10.516
focus on scenario planning and modeling.
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00:19:10.516 --> 00:19:14.319
The global landscape is ever-changing,
both from a regulatory
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00:19:14.319 --> 00:19:18.190
and legislative perspective and being able
to stay on top of those changes
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00:19:18.190 --> 00:19:20.993
is very important
and build that into your scenario modeling
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00:19:20.993 --> 00:19:24.062
and your scenario planning
so that when a transaction does come up,
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the tax department is ready to offer
what those value drivers could be.
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00:19:27.933 --> 00:19:30.202
From a technology perspective, Mark,
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00:19:30.202 --> 00:19:34.139
we tell our clients either
embrace this disruption or get disrupted.
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00:19:34.773 --> 00:19:38.177
Like you need to start thinking
of technology as a business enabler
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00:19:38.377 --> 00:19:41.346
and start thinking of
how you can get the technology
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00:19:41.346 --> 00:19:44.349
integrated and transformed
at a lower price point.
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00:19:44.583 --> 00:19:47.619
For example, one of the retailers,
we are working on a large integration,
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00:19:47.853 --> 00:19:50.189
they have multiple systems
that need to be integrated.
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00:19:50.189 --> 00:19:53.759
So, we are asking them to be creative
to start applying technologies like
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00:19:53.892 --> 00:19:55.994
agentic AI, so you don’t have to spend
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00:19:55.994 --> 00:19:58.997
hundreds of millions of dollars
to integrate your backend systems.
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00:19:59.131 --> 00:20:03.135
So if they don’t embrace this disruption,
there’s a chance they will be disrupted.
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00:20:03.302 --> 00:20:07.606
So, you need to start thinking ahead
of the S-curve so you don’t get disrupted.
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00:20:08.507 --> 00:20:09.708
Yeah, you all make great points.
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I mean it is a dynamic environment,
let’s face it.
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But if I take away everything,
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if I put a summation on what it is
that you just shared, be prepared,
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00:20:17.583 --> 00:20:22.821
be agile and be open to opportunities
that can help transform your organization
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00:20:22.821 --> 00:20:25.857
as you think about growth,
not only now, but into the future.
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00:20:26.658 --> 00:20:29.595
Thank you Will,
Adrienne and Sri for joining us today.
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00:20:30.562 --> 00:20:30.963
Thanks for
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00:20:30.963 --> 00:20:33.966
joining us for this retail-specific
Consumer OnDemand.
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We hope you continue the conversation
within your organization.