Post-Merger Integration (PMI) Support for a Cross-Border Joint Venture

Project Background — Hidden Friction Beneath the Joint Venture

This PMI project was launched as a joint venture between an overseas company and a domestic startup.
It appeared to be running smoothly at the outset, but in reality, small misalignments and rework were accumulating across day-to-day operations.

The overseas partner had cultivated a culture of making decisions rigorously based on numbers and data over a long history of corporate management.
Every decision was supported by quantitative rationale, and roles and responsibilities were clearly defined in documentation. Once decisions were finalized, execution moved forward immediately. Governance was also highly valued, with strict daily reporting on figures such as sales, inventory, and expenses.

On the other hand, the domestic company had gradually expanded from a family-run business, and “on-the-ground experience” and “proven winning patterns” carried significant weight in decision-making. Daily operations ran stably on implicit understanding, and even without fully consolidated numbers, experiential “knowing” functioned effectively in practice. As a result, accurate daily tracking of figures was not in place, and the full picture only became visible after monthly closing.

This difference gradually created friction in post-JV operations, impacting decision-making speed, frontline execution, and ultimately the relationship of trust between the two sides.

NUJP’s role was to carefully bridge the distinct cultures of both companies
and build the foundation for the joint organization to move forward as one.

First Step — Creating an Environment for Dialogue

Integrating different cultures did not begin with unifying systems or business processes,
but with building an environment where meaningful dialogue could take place.

At the beginning, statements and documents from the overseas side were highly rational, but for the Japanese side—accustomed to operating independently—the background and intent were not always easy to grasp. Conversely, reports from the Japanese side were rich in frontline insight, yet the overseas side often felt they “lacked numerical grounding.”

Beyond differences in culture and context, the “language barrier” common in cross-border M&A created an additional obstacle. Even when words were understood, subtle nuances often led to situations where “we realized later that we meant different things.” This occurred repeatedly.

A symbolic example was the word “Agreement.”
For the overseas side, Agreement meant a “final decision.” In Japanese, however, it was interpreted more as “stakeholder alignment” or “general approval.” The Japanese side assumed, “We discussed it in the meeting and got approval on the spot, so we can proceed,” while the overseas side strongly objected: “Why are you proceeding without going through the final agreement process?”

Such gaps in language and interpretation were creating major misunderstandings in day-to-day operations.

To address this, we established not only weekly online meetings but also dedicated weekly sessions for careful discussion. We clarified the role and purpose of each forum, and maintained minutes in both Japanese and English—building a system for “dialogue that minimizes misunderstanding.”

The first step of integration was the design of this dialogue.

Rebuilding Governance — Clarifying “Who Decides What”

Once dialogue gradually began to take hold, the next focus was governance.

Through repeated interviews with both sides,
“the decision-making structure itself is different”
emerged as a fundamental issue.

The overseas company makes swift decisions by accountable owners based on numbers.
In contrast, the Japanese company values consensus-building among stakeholders and moves forward through coordination that is not always explicitly stated.

In reality, this difference in governance mindset caused repeated conflicts. And when such clashes recur, the gap in mutual trust deepens.

With a clear sense of urgency, we carefully organized the differences in perspective on both sides, rebuilt approval lines and internal decision processes, and documented decision criteria in writing.

By clarifying roles and responsibilities, “who can decide what, up to what point” became clear. Decision-making speed gradually improved, and most importantly, the gap in trust between the two sides began to narrow.

Improving Frontline Operations — Rebuilding from Stores Without Even a POS

After aligning culture and governance, the next step was “improving frontline operations.”

The startup operated physical retail stores, but when we visited the sites, we saw that frontline operations were far from integrated in terms of systems and governance.
Some stores had not even implemented a POS system, managing sales on paper or in Excel. Closing timing differed by store, inventory discrepancies occurred frequently, and it took time before the headquarters could consolidate reliable numbers.

In other words, achieving the “real-time, data-driven management” required by the overseas partner was still a distant goal.

We therefore introduced systems from scratch in stores without POS, and standardized specifications across all stores, including those already operating. To ensure ease of use for frontline staff without system expertise, we standardized workflows such as sales, returns, inventory counts, and closing procedures—building a structure where accurate numbers would reliably flow to headquarters.

As a result, frontline operations finally began to shift toward a unified standard, enabling real-time data acquisition and the establishment of store-level governance.

ERP Integration — Evolving into an Organization That Sees the Same Numbers

With frontline operations and governance in place, we also moved forward with ERP implementation.
ERP is not merely an IT deployment—it is “a foundation for everyone to share a common set of facts.”

By consolidating data across finance, inventory, procurement, project-based P&L, and store sales into a single system, the overseas partner’s data-driven decision-making and the Japanese side’s frontline insights could finally meet at the same table.

The situation where decisions could not be made due to incomplete numbers was gradually resolved, and the content of management meetings changed significantly. Discussion focus became clearer, decisions became faster, and both sides were increasingly able to speak about the business from a shared perspective.

Results of Integration — Different Cultures Began Moving in One Direction

As integration progressed, governance was established, and with POS and ERP implementation, real-time sharing of numbers became possible. This enabled the Japanese side’s operating status to be communicated to the overseas partner in a timely manner, and meetings shifted toward discussions grounded in actual data. Having shared numbers as a common reference and clarifying processes visibly reduced friction between the two parties.

In this way, the joint venture finally gained the foundation to move forward as “one company.”

Closing

Through this project, NUJP enabled collaboration between organizations with different cultures by building structure and strengthening communication.

PMI is not about forcing one culture to conform to the other. It is about understanding the strengths of both sides, translating them into systems, and creating an operating model that allows everyone to walk in the same direction. In this case, both cultures represented valuable strengths that should not be lost. This project reaffirmed that creating an environment where those values can be realized as synergy is one of the most critical elements of M&A.