Introduction
This resource is designed to support higher education institutions in navigating strategic transformation that involves legal and governance restructuring (particularly merger) with clarity, courage and care. It focuses on the point from which Board members and executive leaders begin to explore strategic options for transformation with an intention to proceed with a change in their organisation and which affects their legal and governance structures.
This interactive resource is structured into three phases, which reflect the governance and leadership journey of strategic transformation or merger up to Day 1 legal merger/change.
| Phase | Definition |
|---|---|
| 1. Decision shaping | This phase accounts for the strategic landscape, visioning and sense making. Consideration of strategic position and strategic options. |
| 2. Decision making | This phase consolidates work from the strategic landscape visioning and sense-making phase,to one future path explored in detail. It likely starts with a non-binding MOU but timing on this will vary and may come at the end of phase 1. The focus is on values led negotiation, robust due diligence and trust building across governance and executive teams. |
| 3. Decision taking | This phase moves from formal intent to legal merger or strategic transformation and the commencement of integration and value realisation. |
While it is good practice for Boards to regularly consider strategic position and strategic options, it is also true that institutions find themselves in challenging positions and some opportunities or situations need to be considered in a less structured or more reactive way.
This resource does not pre-suppose a calm and managed process, rather it offers a practical and reflective resource to dip into wherever you are in the journey. It is intended to be used by:
- executive leaders shaping institutional strategy and culture
- governors and Board members providing oversight and stewardship
- sector partners supporting transformation through policy, consultancy and collaboration
- facilitators and convenors designing spaces for strategic reflection and decision-making.
More importantly, this resource is intended for collaborative use across roles and institutions to foster shared understanding, inclusive decision-making and impactful transformation.
Strategic transformation/merger that involves legal and governance restructuring is resource intensive. This resource focuses on the roles of governing bodies and executive leadership teams, yet it is clear from the frequent rehearsal of the contributions of others that a community-wide response is required, involving senior academic and professional services leaders, the wider academic and related staff base, students and their representatives and supporting services, and multiple interested and impacted parties both within and without the institutions involved. Indeed, the importance of coherent, consistent, collective effort is amplified as each phase of the transformation makes progressively more demands.
Sector context
We are at a pivotal moment in UK higher education. Financial pressures, regulatory complexity and shifting societal expectations are converging to challenge traditional models. This is a moment of possibility to rethink how universities serve their communities.
This resource is intended to:
- support institutions in making strategic, values-led decisions through intentional group development, and intentionally foster conditions to invite psychological safety
- invite inclusive decision-making
- enable healthy cultures that balance financial sustainability with systemic people-related wellbeing
- encourage a human-centred and systems-informed design in transformation efforts, surfacing hidden assumptions and challenging extractive practices.
This resource is built on a philosophy of radical collaboration. It draws on insights from across the sector, including reports, frameworks and lived experience. It signposts to existing tools wherever possible, weaving together resources into a practical and reflective guide offering colleagues:
- a structured pathway through complexity
- a shared language for strategic conversations
- a reflective guide to support action and reflection, adaptable for workshops, Board meetings and away days
- a way to connect and learn with others navigating similar journeys.
It aims to guide and prompt thinking on mission/aims, process and interested/impacted parties management to govern and lead strategic transformation through the lens of merger. It works through the organisational issues that a higher education institution must consider when contemplating options for merger or strategic transformation which require a change to the entities, legal structure and governance.
Such mergers and transformations will have an impact on the structure of the whole sector, and this resource maps some consistent themes: the strategic thinking, the range of decision-making and the cultural aspects of change alongside the capacity and capability necessary to be successful in merger or complex transformation.
This resource does not seek to provide advice or to address perceptions or realities about governmental and regulatory challenges but recognises them as part of the decision-making that needs to happen for complex transformation. Decisions are contextual to the university depending on geography, academic portfolio and institutional sustainability indicators, eg financial, people and estates.
It maps several themes and decision points, and where relevant provides live examples which will include the following types of strategic transformation:
- full institutional mergers where two or more institutions combine into a single legal entity, resulting in a unified organisation with, typically, unified governance, executive leadership, operations, academic portfolios and identity. For example, SAE/ICMP
- creation of federated or group models or transition into an existing federated or group model
- joint ventures. For example, joint ventures in teaching, research, innovation, or enterprise zones, eg Ulster University and the College of Medicine and Dentistry; or joint ventures which include new entities set up for academic collaboration, eg Keele and Harper Adams Veterinary School or Hull and York Medical School.
Out of scope are collaborations that do not involve legal or governance change:
- informal partnerships or networks without shared governance
- temporary joint initiatives (eg events, short-term projects) that do not alter institutional structures
- operational efficiencies that remain fully within existing institutional boundaries, eg organisational re-structures.
This resource is not intended to offer or replace legal, financial or regulatory advice, rather it surfaces some of the areas where dialogue, engagement and decision taking will need to take place with external partners in change.
Each phase is focused on a key theme, and a series of milestones within that theme.
Each theme also includes a reflection on the roles and responsibilities of all interested/impacted parties during that phase, as it is our view that roles and responsibilities should be continually reviewed at each phase.
Milestones are unlikely to progressed sequentially, particularly in phases 2 and 3. They are more likely to be concurrent and/or overlapping.
Dip into the milestone where you need guidance, support, information, insights or simply a better understanding. We have taken the opportunity to share tools, techniques and resources that may be useful in supporting strategic doing. Some of these may be familiar to you while others less so and you will need to research the relevance and applicability to your current context.
| Phase | Milestones |
|---|---|
| Phase 1 Overview Decision shaping: This phase accounts for the strategic landscape, visioning and sense making. Establishing shared purpose, roles, ways of working and communication. | 1. Institutional self-assessment 2. Environmental scanning and scenario planning 3. Shared vision development 4. Strategic options evaluation Summative milestone The outcome of this phase is a decision to explore one chosen path in detail. |
| Phase 2 Overview Decision making: This phase consolidates work from the strategic landscape, visioning and sense-making phase to one future path explored in detail. The focus is on values-led negotiation, robust due diligence and trust building across governance and leadership. Re-establishing shared purpose, roles, ways of working and communication. | 1. Early legal considerations 2. Pausing/exit strategy 3. Cultural compatibility and social engagement 4. Regulatory and compliance mapping 5. Finalising the business case Summative milestone The outcome of this phase is that Board members achieve an agreed business case |
| Phase 3 Overview Decision taking: This phase moves from formal intent to legal merger or strategic transformation and the commencement of integration and value realisation. Detailed negotiations with regulators, working with specialist capability/advice eg legal. | 1. Joint oversight and transparent appointments 2. Legal execution 3. Programme management and communications strategy 4. Cultural integration, academic harmonisation and BAU transition planning 5. Partners in change Summative milestone Signature of the merger deed, or legal transfer. Day 1 legal merger or transfer. |
Why we use ‘interested/impacted parties’ instead of ‘stakeholder’:
- The term stakeholder has colonial roots, can feel transactional and can obscure the diversity, agency and lived experience of the people and groups affected by transformation. We instead use language that reflects partnership, contribution and relational accountability.
Why we use ‘psychological safety’:
- Psychological safety is an established and precise concept describing an environment where people can speak openly, raise concerns and question assumptions without fear of negative consequences. Naming it explicitly reinforces its central role in effective governance and values-led change.
Why we use ‘lexicon’:
- We use lexicon to emphasise the importance of shared language during transformation. A common lexicon reduces ambiguity, aligns interpretation across diverse groups and supports consistent, values-led communication so that terms, intentions and expectations are understood in the same way by all interested and impacted parties.
How we use ‘due diligence’:
- We aim to use this as a non-legal term to describe the detailed investigation into each other that needs to happen between two parties to help decide whether to go ahead with a legal transformation/merger.
How we use ‘MoU’ and ‘Heads of Terms’:
- These expressions are used interchangeably to mean a non-legally binding document which sets out the intention of the parties to merge or collaborate.
How we use ‘Constitution’:
- We use this term to describe all governing documents for the organisations. This is intended to be inclusive, whatever the legal structure of the organisation. We do not use articles, charter, or governing instruments as these terms are specific to certain types of organisations.
This resource was designed and co-created by a sector-wide group including a steering group, advisors and specialist reviewers. All contributions, great and small, are acknowledged here:
Advance HE
David Ashton, Governance and Leadership Associate
Kim Ansell, Senior Consultant Governance and Strategic Transformation
Sarah Hubbard, Senior Consultant, Senior Leadership and Strategic Transformation
AHUA
James Rolfe, Chief Operating Officer, Anglia Ruskin University
Helen Watson, Deputy President, City St George’s, University of London
CUC
Amanda Oliver, Deputy Executive Secretary
Mark Preston, Chair, University of Kent
Guild HE
Mark Taylor, CFO
Ken Sloan, Vice Chancellor, Harpur Adams University
Independent HE
Joy Elliot Bowman, Director of Policy and Development
Steffan Davies and Hannah Collins, AD Education
Universities UK (UUK)
Miriam Deakin, Director of Strategy, Insight and Member Engagement
Independent advisors/peer reviewers
Elisabeth Hill, Deputy President and Provost, City St George’s, University of London
Mark Taylor, Partner, Shakespeare Martineau
Ruth Talbot, Senior Civil Servant, Department for Education
Tim Longden, Chief External Relations Officer, City St George’s, University of London
