Adeyemi & Okoro: Structuring a Post-Merger Advisory and Registry Firm
Following a merger, Adeyemi & Okoro (company secretarial and legal advisory) and Halcyon Registrars (share registration) operate as one 140-person firm with offices in Lagos and Abuja. Eight months on, integration is stalled. There are two heads of compliance, each reporting to the managing director, and three separate client-service units answering the same listed-company clients. The MD has 11 direct reports and signs every payment above ₦250,000, which produces a two-week backlog. Abuja managers cannot approve client refunds or replace staff without Lagos consent. A partner complains that she is 'accountable for results but has no authority over the registry team'. Two key registrars have resigned, citing unclear career paths. The board wants a structure that preserves the registrars' licence-based controls while allowing the advisory practice to cross-sell. A client has threatened to move its 40-company portfolio unless service improves within one quarter.
1. Diagnose the organising problems using structural principles. Which principles are being violated, and what are the consequences?
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The merger has combined entities without redesigning structure, authority or process.
Unity of command is broken: two compliance heads both report to the MD, so client-facing staff receive conflicting instructions on matters such as AML sign-off. Span of control is excessive at the top: 11 direct reports plus approval of every payment above ₦250,000 makes the MD a bottleneck and explains the two-week backlog. Authority–responsibility parity is absent: the partner is accountable for results but cannot direct the registry team, and Abuja managers cannot approve refunds or replace staff. Departmentation follows legacy entity rather than client or function, so three client-service units serve the same listed-company clients, creating duplication and inconsistent service.
Line and staff are also confused. Compliance and registry controls are support functions with licence obligations, but they are being managed as parallel businesses competing for the same clients. Centralisation is excessive for routine operating decisions, while career paths are undefined, which explains the registrar resignations.
The overall consequence is a structure that is a merger of org charts rather than an operating model: decision rights sit with the MD, accountability sits with partners, and service quality sits with nobody.
2. Design a recommended structure and delegation framework, including transition steps and measures of success.
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Recommended design: a client-segment front end and a functional back end. Create two divisions - Advisory (company secretarial, legal, board support) and Registry (share registration, probate, investor services) - each with a head accountable for profit and service. Place compliance in a single independent function reporting to the board or audit committee, with a dotted line to the CEO, so licence-based controls are not traded off against sales. Organise client service by portfolio (listed companies above 20,000 shareholders versus SMEs) rather than by legacy firm. Abuja becomes a branch with delegated authority, not a satellite awaiting Lagos.
Delegation framework: publish a delegation-of-authority matrix with value bands, for example a branch manager may approve refunds up to ₦500,000 and replace staff within budget. Define reserved matters for the board and use a RACI chart for cross-divisional client work so accountability is explicit. Reduce MD direct reports to six by grouping support functions. Set service standards for turnaround and error rates, and a joint client-team protocol for cross-selling.
Transition: a 90-day integration office with a single client-master list; harmonised contracts and fee schedules; defined career ladders for registrars; written communication of authority changes; and weekly tracking of backlog, attrition and client retention. Revisit the structure after two quarters.