Kraft’s broken promise

Business ettiquette 10 Comments

Kraft’s recent takeover of Cadbury represents a historic moment for the world’s second largest food and beverage company.

But the contempt which the company has shown toward British workers and lawmakers regarding broken promises about the future of Cadbury’s Somerdale plant is shocking.

Workers deserve the truth. Those employed at target companies should at least be entitled to expect prospective acquiring firms to act in good faith when making pledges regarding continued employment.

This did not happen, and Kraft’s resulting loss of reputation is well deserved

 
The broken promise
Assurances regarding the future of Cadbury’s Somerdale plant in Keynsham represented a key plank of Kraft’s pitch to British lawmakers during the course of the protracted four month battle to gain control of the confectionery manufacturer.

The plant had been due to close in spring, but Kraft had consistently promised to keep it open – a pledge repeated on the day the merger was approved.

But shamefully, the company changed its tune almost immediately after, announcing just one week later that the factory would indeed close after all, and that all four-hundred workers would be made redundant as a result.

 
Contempt for law-makers
Making matters worse are management’s feeble efforts to pass the blame and the contempt which the company has shown to British lawmakers.

Rather than bothering to show up before British MPs at a hearing of the Commons Business Select Committee (which is investigating whether or not Kraft mislead unions, workers and politicians), chief executive Irene Rosenfeld merely dispatched three middle ranking deputies.

Even more abysmally, one of these, Executive Vice President Marc Firestone, sought to transfer the blame to onto former Cadbury management. Whilst Mr. Firestone did provide a “sincere personal” apology, he went on to claim that Cadbury had failed to share information due to the hostile nature of the bid. Kraft, he said, had acted in ‘good faith’, had been forced to rely on limited information (such as Google images of the factory exterior) and did not realise that Cadbury had invested tens of millions of pounds into a new Polish factory.

 
Pathetic
Where do we even begin?

To be fair, the difficulties which the company would have faced in gaining approval for the merger in absence of the pledge must be acknowledged. It must also be acknowledged that Kraft could not have been expected to continue to operate an unviable plant, particularly in light of the extent of investment in the new factory.

But this is no excuse.

Let’s start with the broken promise itself. The company changed its tune mighty fast once U.K lawmakers could no longer stop the merger – surely we can’t seriously be expected to believe that they ever had any real intention of sticking to their pledge.

(The problem is not the factory closure itself – unfortunate though they are, factory closures and job losses are essential from time to time. The problem is in the way this was done, and the contempt with which workers were treated during the takeover process)

Equally poor were their buck passing efforts. Kraft can complain all they like about how Cadbury management played hard ball and they were forced to act on limited information. But it was Kraft who made the pledge, not Cadbury management. Kraft must therefore acknowledge sole responsibility for this debacle. 

(Seriously, what company of any integrity makes ‘good faith’ promises about keeping factories open without any of its staff having actually seen the factory in question?

Besides, the factory had been slated for closure – did Kraft really have no inkling that it might not be viable?)

Added to this is their blatant lack of respect for the House of Commons. For any chief executive of such a large multinational not to appear before a ministerial committee despite requests for her presence is unprofessional. Rosenfelt’s conduct in this regard shows distain for British law-makers and the people they serve.

Nor was her reason for being absent overly impressive (she had to attend a board meeting). According to Peter Luff, chairman of the committee, the date for the meeting had been set at Kraft’s behest – couldn’t they have chosen a date when she was available? Alternatively, could they not have rescheduled the board meeting? And for that matter, is a company board meeting really more important than showing up before a British ministerial committee?

The way in which Kraft has conducted itself throughout this whole affair has been unprofessional and reprehensible. Their resulting loss of respect is thoroughly deserved.

Respect should be reserved for companies who conduct themselves in a manner of professional integrity.

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10 Responses to “Kraft’s broken promise”

  1. Lillie Ammann Says:
    March 29th, 2010 at 5:38 pm

    Andrew,

    I don’t know anything about this situation, but it sounds bad.

    Years ago, when we were negotiating to sell our interior landscape company, we came to see how difficult it is to trust employees’ futures to someone else. We asked that the new owners keep everyone on, and they agreed to hire all the employees if they passed their hiring policies. They did honor their commitment—the only person they didn’t hire was one who failed the drug test (it surprised us that she failed).

    It’s a difficult situation to be in, because I hated keeping information from my employees. It was a very small, close-knit company (only 18 employees). However, we knew it would only make them worry about their futures if they knew we were in the process of selling, and there was no guarantee the deal would go through until the contract was actually signed.

    Of course, the situation is entirely different than you described, but it made me think of that stressful time.

  2. Karen Swim Says:
    March 30th, 2010 at 12:54 pm

    Andrew, I was not familiar with all the details but as presented here Kraft’s behavior is shameful. I had read about the “takeover” as it was happening but was unaware of the intricate details. It would have been far better for Kraft to have pledged not to make promises but to treat workers fairly after the merger than to lie and have people falsely assume that their jobs would be protected.

  3. Andrew Heaton Says:
    March 31st, 2010 at 7:13 am

    Hi Karen,

    Yep, their behavior was pretty bad. Much as political considerations would have complicated matters regarding regulatory approval for the merger, this is certainly no excuse and the promise should never have been made.

  4. Andrew Heaton Says:
    March 31st, 2010 at 7:18 am

    Lillie,

    Thanks for sharing your experience here.

    In your situation, negotiations were obviously conducted in good faith by both parties, and it is pleasing that the buyer kept to their side of the bargain – perhaps Kraft could learn a few lessons from this.

    Even though you chose not to tell your staff that you were selling until the process was complete, I’m sure that each and every one of them fully trusted you and that they all understood that you would do the right thing by them no matter what.

  5. Brad Shorr Says:
    April 1st, 2010 at 8:57 pm

    Hi Andrew, I haven’t been following this situation either, but it’s surprising. Kraft is headquartered in the Chicago area, near where I live, and the company has a pretty good reputation for being a solid corporate citizen. This reflects very badly on Kraft, and as a consumer products company, they can ill afford to alienate an entire country. I hope the situation can be rectified somehow – it really needs to be.

  6. Fred H Schlegel Says:
    April 10th, 2010 at 4:10 am

    Promises made without guarantees are impossible to enforce. And most government entities know that. If the promise is what was needed to gain approval then it should have come with some teeth attached.

    Unfortunately we saw a lot of this early on when companies were negotiating with states to move factories and headquarters. When early deals went wrong it turned out the states had no recourse. The company took their enticements and ran. Now folks are better about locking in guarantees that the businesses will do what they promise in writing.

  7. Andrew Heaton Says:
    April 10th, 2010 at 11:20 am

    Hi Fred.

    Good to see you back.

    Although blame for this entire situation rests entirely with Kraft, perhaps the British government could have been more insistent about promises being in written form (and, if possible, legally binding).

  8. Ana Says:
    April 11th, 2010 at 9:57 am

    I agree withe Fred. I am very cynical about company promises to workers, particularly when one is simply acquiring another. Ultimately, unless there is something in writing, the only “teeth” in these situations are bad publicity. As a CPA, do you think this will affect the “goodwill” on their books?

    Otherwise, as always, I think you’ve analyzed this pretty thoroughly.

  9. Andrew Heaton Says:
    April 13th, 2010 at 7:18 am

    Hi Ana,

    Thoughtful question.

    I don’t think so.

    “Goodwill” in an accounting sense usually arises only in the event that one company acquires another. In short, where the purchase price which the acquiring firm pays exceeds that of the ‘fair value’ of the acquiree firm’s net assets, the difference is recognised as goodwill in the acquirer’s accounts.

    Because it only arises in the event of acquisitions, the ‘goodwill’ which appears in a company’s accounts has a somewhat narrower and stricter meaning than the original sense of the word (which refers to the idea that the business has some value beyond that of it’s net assets, usually as a result of a strong brand image or good corporate reputation).

    Accordingly, whilst the negative publicity arising out of these events might affect Kraft’s own brand image, I could not imagine that it would affect the book value of ‘goodwill’ in Kraft’s accounts.

  10. Andrew Heaton Says:
    April 20th, 2010 at 4:10 pm

    Hi Brad,

    Sorry for the late response – your comment got stuck in the moderation queue and I did not actually notice it was there until now (Note to self: check moderation queues more frequently).

    I too, hope that the situation can be rectified, and that Kraft do not jeopardise their otherwise good reputation any further episodes like this.

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