‘To invite disappointment or worse’: governance, audit and due diligence in the Ferranti–ISC merger

Abstract

Mergers and acquisitions frequently destroy shareholder value, and UK companies have a particularly poor record in US deals. But outcomes are rarely as calamitous as in the case of the British electronics group Ferranti which in 1987 entered into a significant merger with the US company International Signal and Control Group (ISC). The combined group had collapsed by 1993. Our analysis of the case, seen in the light of more recent corporate failures such as the Royal Bank of Scotland (RBS), leads us to question whether the UK’s ‘idiosyncratic mix’ of corporate governance mechanisms can ever effectively constrain the flawed and dictatorial decision-making of dominant individuals.