2.1. Phase overview
This phase consolidates work from the strategic landscape, visioning and sense making phase to one future path with a chosen partner(s) explored in detail. The focus is on values-led negotiation, robust due diligence and trust building across governance and leadership. It requires clarity on red lines, timelines and the capability/resources required to progress to a Heads of Terms/Memorandum of Understanding (MoU) document and business case for the governing body decision. It requires careful engagement with ‘partners in change’ – external agencies that can augment skills deficits and provide specialist advice across the existing governance and leadership base.
Early establishment of a non-binding MOU will be likely and could potentially come at the very end of phase 1. We have included it here and stress that these milestones will not be sequential and could run concurrently or overlap. As part of this, a careful evaluation of red lines will be required. These can be a helpful tool to protects parties’ interests, prevent misunderstanding and foster transparency, but they can also be a blocker and delay progress.
Core activities include assessing cultural compatibility and social engagement, and re-contracting roles and responsibilities. Also central to this phase are the agreement of a non-binding MoU (covering the agreed elements of the collaboration), agreement of a binding contract for sensitive data sharing and, where appropriate, exclusivity, confidentiality, regulatory and compliance mapping (including any new constitution), and finalising financial modelling to support the business case.
The phase will be initiated through exploring roles and responsibilities and then includes five milestones:
- Early legal considerations
- Pausing/exit strategy
- Cultural compatibility and social engagement
- Regulatory and compliance mapping
- Finalising the business case
Learning from sector experience highlights risks in this phase and their likely mitigations.
| Risk | Mitigation |
|---|---|
| Misalignment of expectations | Structure dialogue, review roles and responsibilities early; publish timelines for decision-making |
| Lack of transparency | Adopt a single communications plan; agree channels, cadence and feedback routes, and establish a common lexicon |
| Cultural mismatch | Employ cultural diagnostics; co-design trust- building activities ensuring a diversity of voices |
| Regulatory uncertainty | Ensure early engagement with regulatory authorities; map statutory steps and any new constitution |
| Financial blind spots | Seek external validation; adopt scenario/sensitivity modelling; review financial risk appetites |
| Gaps in the business case | Create a business case checklist Articulate the financial and other resources required to enable this phase. Review capability requirements. Assess which partners in change will be needed to augment skills and specialist expertise. |
This phase and theme are aligned with the Advance HE Governor Competencies Map and the Framework for Leading in HE.
| Governor Competencies Map | Framework for Leading in HE |
|---|---|
| Strategic thinking Risk oversight Inclusive culture Academic/financial assurance | Values-led leadership Boundary setting Self-awareness Systems thinking Wellbeing and sustainability |
2.2. Decision spectrum
There will be decision points that will underpin progress through this phase. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this phase include:
| Binary | Emergent |
|---|---|
| Proceed with formal merger/partnership discussions, or pause/exit Agree non-binding MoU and binding confidentiality agreement Confirm regulatory/legal requirements Approve financial modelling assumptions Adopt decision timelines | Extent and specificity of red lines Degree of cultural compatibility Trust-building mechanisms Shared governance principles Risk appetite and tolerance Level of transparency and openness across interested/affected parties |
2.3. Key questions
Key questions that will be explored in this phase include:
| Board members | Leadership teams | Together |
|---|---|---|
| What oversight is required to ensure legal compliance and accountability? How do we ensure due diligence is robust and independent, balancing the need between ‘comprehensive’ and ‘sufficient’ What are the implications of a non-binding MoU and how will we monitor its use? How do we scrutinise financial/legal assumptions against agreed risk appetite? Where relevant, oversight of charitable objectives | What risks are we willing to take and how do we model cultural compatibility? Do we have the capability and capacity to lead due diligence at pace (standards, cadence, documentation)? | How do we build trust across institutions and communicate uncertainty with confidence? How do governance processes enable inclusive decision-making and constructive challenge? What are our shared non- negotiables and how are red lines being used and reviewed? What does alignment look like for students, staff and society, and how do we ensure transparency and accountability? How do ensure a pause/exit decision is a managed decision? What narrative will accompany a pause/exit decision? What are the people-centric responses that are necessary in the context of a pause/exit decision? |
2.4. Insights and learning
You can find out more about how other HEIs have approached this phase through the following case studies:
- Anglia Ruskin University / Writtle College Merger: Vision rooted in preserving specialist provision and regional skills. Insights from the Anglia Ruskin University merger (Advance HE)
Phase 2 – Re-establishing shared purpose, roles, ways of working and communication
It is critical to re-contract a shared understanding of purpose in phase 2, and to clarify roles and responsibilities across governance and leadership (the group) as institutions move into early negotiation, due diligence and trust building. This includes confirming delegations (what is for the governing body, what is for the executive, and what sits with any joint working groups) and agreeing how the group will work together at pace and with psychological safety.
Phase 2 involves resetting how the group works together. This recognises both existing and new relationships and clarifies who is included in the group formed through formal discussions. It sets expectations for decision-making protocols, information flows, and if and how red lines will be used and governed. This foundation supports an inclusive, values-led working culture throughout the decision-making phase.
Overview of activities
Shared purpose clarification
Define the purpose of the group for early negotiation, due diligence and trust building, and how this purpose connects to progressing towards Heads of Terms.
Role clarity and terms of reference
Co-create clarity around the distinct responsibilities of the governing body, executive leadership and any working groups/sub committees in this phase (including delegated authorities and thresholds for approvals).
Partners in change
Determine support needs from partners in change.
Ways of working agreements
Confirm principles for phase 2 collaboration: how disagreement will be surfaced and handled; how constructive challenge is invited; and how power and authority will be exercised and shared.
Decision-making, transparency and information protocols
Agree the decision cadence, document standards and document protocols, (eg, due diligence packs, risk and financial updates), and data room access and controls to enable secure, timely information sharing, including where exclusivity applies.
Test the preparedness of leaders and governing bodies to be transparent with each other on matters that may not be related to the business of merger per se, to manage any implications from decisions taken which may have significant effect once the merger is complete.
Communication and engagement
Set out how updates will be communicated internally and externally; establish a feedback loop to maintain transparency and confidence across interested/affected groups. Address synchronicity in communicating across institutions and the alignment of messaging styles and timelines to avoid confusion and build trust.
In learning from sector experience, several risks related to this milestone have been identified, alongside mitigations.
| Risk | Mitigation |
|---|---|
| Group think or performative consensus | Use structured dialogue agreements; rotate facilitation and explicitly invite challenge |
| Power imbalances or exclusion | Apply power mapping; ensure diverse voices; maintain psychological safety in meetings and documentation |
| Communication breakdown | Develop a shared communications plan with agreed channels, lexicon, update cadence and routes for questions/escalation |
| Role confusion or overreach | Maintain and regularly revisit Terms of Reference and agreed delegations; publish a simple RACI/RASCI if helpful |
| Unclear use of red lines | Agree principles for red lines (purpose, scope, review points), record decisions, and monitor impacts and/or unintended consequences |
| Cultural dissonance in ways of working | Explore and map ways of working for governing bodies and executive teams; identify points of difference and possible tension points and determine whether these can be overcome |
Colleagues will have different roles to enact at this milestone.
| Governors | Leaders | Together |
|---|---|---|
| Clarify governance responsibilities and boundaries for phase 2 Approve Terms of Reference and delegated authorities Ensure scrutiny of processes, key documents and decision- making Safeguard public interest and regulatory compliance | Define operational responsibilities Coordinate due diligence inputs across functions. Ensure inclusive participation and clear communication at pace Consider how the need to balance protecting individuals with the essential task of ensuing the pace of work is maintained, asking individuals to work in a context of personal ambiguity | Agree shared purpose, working principles and communication protocols for phase 2 Commit to ongoing reflection and adjustment to maintain psychological safety and effective information flows Monitor and manage risks |
A range of skills, knowledge and experience will be required. Explore the following questions to ascertain strengths and gaps within the group.
- What facilitation, governance, or group development expertise is needed to support this phase?
- Are there gaps in our understanding of inclusive practice, psychological safety, or power mapping capability?
- Is there a need or an opportunity to co-opt facilitators, EDI leads, or community/student representatives to help shape how we work together?
- How do we understand, account for and navigate the cultural legacies that inform ways of operating in the formation of new approaches necessary for working collectively? What is our common ground in how to work together, including modes of operating and decision-making?
- How do we understand and manage the personal/emotional needs of leaders in adapting to change at this stage, as two independent sets of governors/executives are required to come together, given the uncertainties that are likely to characterise the end-state for them on a personal/professional level.
Decision spectrum
There will be several decision points that will underpin progress. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this milestone include:
| Binary | Emergent |
|---|---|
| Agreement on Terms of Reference Delegated authorities Communication channels Decision-making protocols for phase 2 | What legacy to preserve/evolve in how the group works How cultural compatibility and readiness are evidenced How civic and regional roles are reflected in phase 2 choices Where is – and what should – be our modus operandi for making both ‘top down’ decisions and those that are consultative |
Key questions
Key questions that will be explored in this milestone include:
| Board members | Leadership teams | Together |
|---|---|---|
| What is our oversight role during early negotiation and due diligence, and where do delegations sit? How will governance ensure inclusive dialogue and constructive challenge as pace increases? How will we monitor the need for, or use of, red lines and the implications of any MoU terms? | Do we have the capability and capacity to lead due diligence at pace and to agreed standards? How are we shaping group culture and trust in cross institutional work? How are we ensuring clear, responsive communication and consistent narratives? | What principles will guide how we work together in phase 2? How will we handle disagreement and discomfort, and how will we know our ways of working are supporting transformation? How will we evidence transparency and accountability to students, staff, and partners? |
The following tools and techniques can support strategic doing; structuring and focusing the discussions on what is most important.
- Shared purpose canvas
- Role and responsibility matrix
- Governance delegation map
- Dialogue agreements template
- Feedback loop tracker
Phase 2 Milestone 1 – Early-stage legal considerations
This milestone shapes a non-binding Memorandum of Understanding (MoU), considers when other legally binding agreements would be beneficial and touches on due diligence. It clarifies scope and intent (what the MoU is/is not), sets data room and intellectual property controls and records how red lines will be referenced and reviewed for maintaining trust, clarity and momentum.
Overview of activities
Clarify and engage legal support
Consider how engagement with legal advisors should be managed. Both parties are likely to need separate legal advice. However, in some areas, joint advice could be taken around areas such as strategy and how to achieve the desired outcome.
MoU scope
Frame what the MoU is and is not; and avoid ‘completion’ language. At this stage, an MoU can most usefully set out the main agreed elements of the collaboration in a non-binding format. This level of agreement will then give the parties the confidence to commit the time and resources to a due diligence process.
Binding agreements
While the MoU is not legally binding (relying on goodwill of the parties), there are likely to be other legally binding arrangements. At the very least, the parties should commit to keeping each other’s confidential information confidential. There might also be legally binding commitments not to negotiate a similar collaboration with another party for a fixed period of time (exclusivity). If used, set time limits on exclusivity, justify the exclusivity publicly, and schedule reviews of exclusivity decisions. This will help balance pace with independence. There could even be an agreement not to try to poach each other’s staff.
System mapping (information flows) for due diligence
Locate data owners (Registry, Human Resources, Financial Services, Research and Innovation Services, Information Technology Services, etc) and define minimum‑necessary levels of access across these constituencies required to complete due diligence processes, to prevent oversharing and leakage.
Data room design and red‑line referencing protocol
Set access roles, audit trails, and document standards to protect confidentiality and the integrity of evidence. Record within the MoU how red lines are acknowledged, reviewed and escalated within the MoU to establish a consistent approach.
Variation and dispute pathway
Agree plain‑language protocols for changes and/or clarifications to commitments and for the handing of disagreements.
In learning from sector experience, several risks related to this milestone have been identified, alongside mitigations.
| Risk | Mitigation |
|---|---|
| Ambiguous commitments | State what the MoU is for and not for Use plain English |
| Information leakage | Establish robust data room protocols, to include minimum necessary access arrangements and clear audit trails for when data is accessed. |
| Exclusivity backlash | Agree a clear rationale for why any exclusivity arrangement is in place. Keep exclusivity periods time bound |
Colleagues will have different roles to enact at this milestone.
| Board members | Leaders | Together |
|---|---|---|
| Approve MoU principles Confirm public interest lens and regulatory sensitivity | Finalise drafting Filling the data room Manage communications | Monitor adherence Schedule reviews |
A range of skills, knowledge and experience will be required during this milestone. Explore the following questions to ascertain strengths and gaps within the group.
- Can we work with advisers to agree and set robust data‑room protocols and confidentiality standards?
- Are we missing voices from data‑owning functions to ensure any MoU annexes are practical and compliant?
- What legal expertise do we have on the governing body and executive team, and what support is needed to align expertise to need?
- How do we ensure the language of the MoU is consistent with values‑led practice?
Decision spectrum
There will be several decision points that will underpin progress through this phase. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this milestone include:
| Binary | Emergent |
|---|---|
| Approve MoU and (any) annexes. | The scope of (any) exclusivity arrangement(s) The cadence of review intervals governing exclusivity Escalation routes in the event legal agreements prove hard to agree |
Key questions
Key questions that will be explored in this milestone include:
| Board members | Leadership teams | Together |
|---|---|---|
| What assumptions underpin the MoU scope and intent, and where are they fragile? How do we ensure decisions reflect the public good and regulatory compliance while enabling prudent access to information? What legacy (language, tone, relationships) are we protecting in the MoU, and why? | How are our values demonstrated in legal agreements and our communications? What internal capabilities do we need to fill a data room, negotiate agreements and monitor adherence to the MoU? | Define milestones, key success factors and outcomes in the MoU and how these will be monitored. Whose knowledge is being listened to or missed (for example, data owners – Registry, Human Resources, etc)? How do we create conditions for people to thrive while sharing sensitive information? |
The following tools and techniques can support strategic doing; structuring and focusing the discussions on what is most important.
- Memorandum of Understanding templates
- Data room protocol guidelines
- Exclusivity guidance
- Communications Q&A guidelines
Phase 2 Milestone 2 – Pausing / exit strategy
This milestone is concerned with fair and transparent principles for pausing or stopping negotiations. Principles will help avoid drift in framing strategy and will assist in ensuring decision-makers uphold their public interest responsibilities. At issue are the standards of evidence required to make pause/stop decisions, the impact on students/staff/partners of pausing/stopping, as well as escalation routes to final actions, including a route back to constructive engagement.
Overview of activities
System mapping (impacts and dependencies)
Trace the ripple effects of a pause/stop across students, staff, partners, estates and sponsor/licence obligations. This will frame mitigation strategies and communication.
Policy and power analysis (thresholds)
Define evidence-based triggers for a pause/stop decision tied to legal/regulatory, financial, timing and quality thresholds. This will anchor decisions against public interest and accountability criteria.
Scenario and threshold modelling
Stress test pause/stop conditions; quantify consequences and recovery routes. Doing so will reduce reactionary decisions.
Governance
Oversee pause/stop criteria (red lines), ensuring these are restricted to strategic and external accountability imperatives. The maintenance of a red line log and decisions register will help ensure transparency and auditability.
Fairness audit and re-entry plan
Assess equity impacts on underrepresented groups; design a path back to constructive engagement with clear supports.
Communication scripts
Pre-draft plain English messaging for pause/stop scenarios; confirm spokespersons and channels.
In learning from sector experience, several risks related to this milestone have been identified, alongside possible mitigations.
| Risk | Mitigation |
|---|---|
| Overuse of red lines, hardening negotiations | Agree principles governing pause/stop Test, validate and provide evidence for the need of red lines |
| A lack of clarity on the impact of a pause or stop | Maintain an impact register and rehearse messaging |
| Perceived bad faith | Jointly sign off the red-line log and governance record of decisions. |
Colleagues will have different roles to enact at this milestone.
| Board members | Leaders | Together |
|---|---|---|
| Approve principles governing pause/stop Connect red-line decisions with risk management frameworks Review red-line decisions against public interest criteria | Determine evidence thresholds for pause/stop Track triggers Prepare interested/impacted parties communications Consider the people-related) implications of a pause/stop | Keep a single source of truth Publish timelines framing decisions and any reviews |
A range of skills, knowledge and experience will be required during this milestone. Explore the following questions to ascertain strengths and gaps within the group.
- Review your skills audit from phase 1, if you did one. Review or ask: Do we have expertise in scenario modelling and threshold setting (legal/regulatory, financial viability, timing/critical path) to define fair pause/stop triggers?
- Are we missing perspectives most impacted by a pause/stop (eg, international students, fixed‑term staff, key partners) when assessing consequences and mitigations?
- Do we need external facilitation and legal counsel to co‑create red-line principles, escalation routes and governance records that protect trust?
Decision spectrum
There will be decision points that will underpin progress through this phase. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this milestone include:
| Binary | Emergent |
|---|---|
| Approve red-line principles Confirm triggers and escalation routes | Where flexibility can be safely exercised |
Key questions
Key questions that will be explored in this milestone include:
| Board members | Leadership teams | Together |
|---|---|---|
| What assumptions underpin our red line use, and where are they fragile? Are we equipped to scrutinise fairness and readiness for pause/stop in legal/governance terms? How do we ensure decisions reflect the public good and regulatory duties when triggers are activated? | What legacy are we protecting (students, staff, partners), and why, if we pause/stop? What internal capabilities do we need for scenario modelling, impact analysis, and re‑entry planning? | How do we ensure our shared mission and values guide pause/stop decisions and their impacts? What does ‘doing good’ look like if we pause –and who defines it? How do our values show up in trigger activation, communications and mitigation? Whose knowledge is being centred in the impacts register and mitigation choices? How do we create conditions for people to thrive (or be supported) under a pause/stop decision? |
The following tools and techniques can support strategic doing; structuring and focusing the discussions on what is most important.
- Red-line register
- Trigger/threshold matrix
- Impacts register
- Communications messaging
Phase 2 Milestone 3 – Cultural compatibility and social engagement
This milestone tests cultural compatibility and designs social engagement with interested/affected groups so that early negotiation and due diligence are grounded in values-led practice, psychological safety and a realistic view of how legacy cultures will interact. It surfaces assumptions, signals areas of alignment and tension and ensures student/staff voices inform phase 2 outputs, including Memorandum of Understanding (MoU), regulatory pathway and business case.
Overview of activities
System mapping
Identify interdependencies across higher education, health, climate, civic life and industry to reveal leverage points for transformation and help align strategy to societal needs and national/regional priorities.
Policy and power analysis
Consider how regulation, competition law and funding structures reinforce or challenge the institution’s dominant paradigms. Anticipate constraints to actions. Strategise to respond to external contexts.
Lived‑experience inquiry
Invite diverse staff, student and community perspectives to explore collective assumptions, values and beliefs, trust signals and friction points.
Invest in opportunities for social engagement between governing bodies and senior executives to explore cultural compatibility.
Consider and test the preparedness of leaders to be transparent with each other on matters that may not be related to the business of merger per se, because of the implications of decisions taken in the moment that may have significant effect once the merger is complete. This surfaces and will test the trust being developed between the two merging parties.
Alumni engagement
Although still early in the process, plan now for how best to present the case for change to alumni, recognising the impact on alumni who identify with what may become legacy organisations, or organisations fundamentally reformed. Recognise that former students may now occupy influential positions (political, regulatory, media, social media, etc) and may have the power to oppose intended outcomes.
Be clear about plans for maintaining heritage values and identities. Emphasise the benefits of the intended end-state for securing the charitable purpose and educational/social mission that will matter to former members – students and staff.
Dialogue agreement
Co‑create norms for inclusive conversation that permit constructive challenge and provide for psychological safety. This will keep engagement purposeful and transparent.
Engagement cadence and feedback loops
Publish a light, predictable rhythm of updates and responses, recognising that information flows may be limited at this stage of the process. Use this stage to demonstrate listening – ‘what we heard/what we changed’ to build confidence.
Insight integration to phase 2 outputs
Translate insights from the dialogue phase into (i) MoU clauses, (ii) pathways for addressing regulatory hurdles, and (iii) challenges for testing business‑case assumptions.
In learning from sector experience, several risks related to this milestone have been identified, alongside possible mitigations.
| Risk | Mitigation |
|---|---|
| Cultural mis-reads leading to avoidable friction | Use a common diagnostic; triangulate evidence (surveys, listening groups, output review) |
| Performative engagement, as opposed to genuine commitment and concern | Co-design a lightweight engagement plan with clear feedback loops and visible responses |
| Burnout and morale dip | Build cadence and wellbeing guardrails into the phase plan. Publish norms for meetings/decisions |
Colleagues will have different roles to enact at this milestone.
| Board members | Leaders | Together |
|---|---|---|
| Seek assurance that diagnostics and engagement are proportionate, inclusive and feed decision-making | Commission diagnostics Convene dialogue Integrate insights into MoU /regulatory/business case work | Continue to foster conditions for psychological safety Publish ‘what you heard/what you changed’ Plan for engagement with alumni, ensuring all parties share a common narrative |
A range of skills, knowledge and experience will be required during this milestone. Explore the following questions to ascertain strengths and gaps within the group.
- Do we have expertise in cultural diagnostics and engagement design (qualitative methods, pulse surveys, equity and inclusion assurance, etc) to interpret signals reliably, recognising that culture is a broader and more nebulous concept than mission alone?
- Are we paying sufficient attention to student cultures and the potential for cultural compatibility of student populations?
- Are we addressing the potential for cultural compatibility among staff across organisations?
- Are we missing student, colleague and community voices (especially under‑represented groups) to inform compatibility and trust‑building?
- Do we need independent facilitation for cross‑institution dialogue and reflective practice to surface assumptions safely?
Decision spectrum
There will be decision points that will underpin progress through this phase. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this milestone include:
| Binary | Emergent |
|---|---|
| To adopt cultural diagnostics To approve engagement plans and reporting cadence | The degree of alignment across parties The extent/pace of culture shifts required between parties’ pre-Heads of Terms |
Key questions
Key questions that will be explored in this milestone include:
| Board members | Leadership teams | Together |
|---|---|---|
| What assumptions underpin our view of cultural fit, and where are they fragile? Are we equipped to scrutinise readiness for cultural/governance change (EDI, wellbeing, engagement standards)? How do we ensure decisions reflect the public good, inclusive practice, and regulatory compliance? | What legacy of local identities and communities are we protecting, and why? How do our values show up in leadership behaviours, dialogue agreements and engagement design? What internal capabilities do we need to run cultural diagnostics and inclusive engagement at pace? | What does ‘doing good’ look like in engagement – and who defines it? Whose cultural knowledge is being centred in our assessment (students, staff, community)? How do we create conditions for people to thrive while surfacing assumptions and differences safely? |
The following tools and techniques can support strategic doing; structuring and focusing the discussions on what is most important.
- Cultural alignment diagnostic
- Engagement plan template
- Pulse survey questions
Phase 2 Milestone 4 – Regulatory and compliance mapping
This milestone maps the regulatory pathway and any changes to a constitution of any of the parties, identifies approvals and dependencies, and sequences evidence and timelines. It aligns legal, academic, financial and operational requirements to the programme plan, making statutory steps visible and realistic ahead of final decisions.
Overview of activities
System mapping (regulatory landscape)
A range of professional statutory and regulatory bodies (PSRBs), will need to be engaged. Engagement will vary widely so chart approvals and touchpoints (eg, Office for Students/Department of Education/Skills England/Competition and Markets Authority/UK Visa and Immigration service/Privy Council/Charity Commission/devolved bodies), linking academic, legal, financial and operational dependencies. Beyond this list, identify the right time to engage with civic partners.
Constitution
Review the constitutions of all parties to anticipate constraints and formal change routes. Be prepared to be proactive in engaging and managing the relationships with regulators and others.
Approval pathway design
Where consultation and approval is required, sequence submissions, consultations and decisions and factor-in time buffers to accommodate the need for repeated iterations. Assign named owners to tasks.
Evidence pack architecture
Create a standard indexed compliance pack (addressing, for example, financial and legal issues) that can serve as a quick reference and assurance and be a basis for the regular updating of interested/impacted parties.
Critical path and buffer planning
A critical path that identifies the sequence of task dependencies with start and finish times should be prepared for internal use and used to create a basic timeline to be published externally. Allow for slack in timelines to response to regulator feedback.
Programme Management Office (PMO) preparation
Ensure a fit‑for‑purpose PMO is in place to coordinate the multiple workstreams that follow the MoU (regulatory, legal, financial, estates, pensions, academic, operations). Establish clear escalation routes and a qualified internal assurance subgroup to provide oversight.
Interested/impacted parties visibility
Plan how and when to communicate legal and regulatory steps to students, staff, alumni and partners.
Advocacy
Line-up advocates – individuals and/or organisations that can assist in the navigation of complexity when working with relevant regulators and others eg the Privy Council and the Charity Commission.
In learning from sector experience, several risks related to this milestone have been identified, alongside possible mitigations.
| Risk | Mitigation |
|---|---|
| Late identification of regulatory steps | Create a single map; be proactive in engaging with regulators, ensuring regulators are prepared for the possibility of change; name owners of actions |
| Lack of coordinated oversight post MoU, leading to fragmented workstreams, duplication, or missed dependencies | Establish a fit‑for‑purpose PMO early, with the capacity to coordinate legal, financial, estates, operational and academic workstreams Create an internal assurance subgroup with relevant expertise to provide oversight and maintain governance integrity Ensure the due‑diligence repository is operational and managed by legal advisors |
| Mis-sequencing | Link the regulatory and compliance pathway to MoU and business case milestones; build-in time buffers and contingency planning to accommodate delays with external regulatory processes |
| Fragmented evidence | Maintain a compliance pack with consistent indexing |
Colleagues will have different roles to enact at this milestone.
| Board members | Leaders | Together |
|---|---|---|
| Assure all regulatory and compliance steps are planned for and organised around realistic timelines (the critical path) Provide high-level oversight of regulatory engagements | Proactively manage relations with regulatory authorities Coordinate inputs Maintain the compliance pack Own the critical path | Keep a shared dashboard and escalate issues early |
A range of skills, knowledge and experience will be required during this milestone. Explore the following questions to ascertain strengths and gaps within the group.
- Do we have regulatory and legal expertise (Office for Students, Skills England, Competition and Markets Authority, UK Visa and Immigration service, charity/company law, constitutions) to build a complete pathway and evidence pack?
- Are we missing operational owners for key dependencies (pensions, estates, contracts, sponsor licence) to confirm sequence and readiness?
- Do we need external regulatory advisors or company secretariat capacity to structure the compliance pack and maintain a single dashboard?
Decision spectrum
There will be several decision points that will underpin progress through this phase. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this milestone include:
| Binary | Emergent |
|---|---|
| Approve the critical pathway and those entrusted with related actions | Sequence refinements as evidence emerges |
Key questions
Key questions that will be explored in this milestone include:
| Board members | Leadership teams | Together |
|---|---|---|
| What assumptions underpin our regulatory pathway and where are they fragile? What assurance do we have that the regulatory mapping for all parties is accurate and timely? Are we equipped to scrutinise all aspects of legal/governance change, sequence appropriately, and ensure an evidence trail? How do we ensure decisions reflect the public good and legal/regulatory compliance? | What legacy in our constitution are we protecting, and why? How do we demonstrate our values in sequencing choices and engagement with regulators? What internal capabilities do we need to build the compliance pack and maintain a single dashboard? | What does ‘doing good’ look like in navigating approvals – and who defines it? Whose operational knowledge is being centred (pensions, estates, contracts, sponsor licence)? How do we create conditions for people to thrive across tight timelines and evidence demands? |
The following tools and techniques can support strategic doing; structuring and focusing the discussions on what is most important.
- Regulatory pathway map
- Constitutional checklist
- Compliance pack index
Phase 2 Milestone 5 – Finalising the business case
This milestone integrates strategic, financial, risk and capability evidence into a clear, human‑centred business case for governing‑body decisions. It balances values with viability, includes plain‑English student/staff impacts, and sets decision timelines so choices are grounded, transparent and ready to progress. The business case becomes a joint product between the two institutions, requiring aligned Project Management Office (PMO) structures, shared modelling assumptions and coordinated legal/financial inputs.
Overview of activities
Joint business planning
Develop the business case jointly with the partner institution(s). Align PMO role, responsibilities and structures, to account for finance teams, legal advisors and workstream leads across both institutions to produce a shared evidence base, modelling assumptions and implementation plan.
System mapping (value and risk)
A compelling vision. Identify, articulate and contextualise where value is created by the proposed changes. Frame the vision with a full account of the risks that accumulate across portfolios, geographies and services by change. The full expression of both the benefits and risks associated with change will help guide realistic phasing.
Financial planning and sustainability modelling
Test the business case against covenant headroom, fee/grant constraints and quality/registration obligations. Build base/upside/downside financial scenarios with sensitivity to ensure the prudence of financial planning over time.
Risk appetite alignment
Map programme/enterprise risks, mitigations and residual exposure. Confirm risk appetite thresholds.
Capability and resource plan
Review internal capacity and procure external support, as necessary. Ensure transition/integration costs are visible.
Student/staff impact statements and decision timeline
Ensure planning is in place to protect the student interest across academic and financial considerations. Assess the impact of change on all related parties – students, staff and wider interested/impacted parties. Consider the impact and reaction from students on programmes while changes are made, recognising the destabilising affect proposed shifts in structures can have. Agree plain English explanations as to how the institution will respond to impacts. Determine key decision points as they affect people. Sequence communications accordingly.
In learning from sector experience, several risks related to this milestone have been identified, alongside possible mitigations.
| Risk | Mitigation |
|---|---|
| Optimism bias | Employ independent review Apply sensitivity testing Expose plans to peer-to-peer challenge |
| Hidden costs | Include transition and integration costs. Verify costs with expert service/leads |
| Unclear impacts | Employ student/staff impact statements Communicate mitigating actions early and consistently |
| Inadequate student protection plans | External advice from merger partners legal and regulatory Evaluate all substantive transactions to mitigate for student protection |
Colleagues will have different roles to enact at this milestone.
| Board members | Leaders | Together |
|---|---|---|
| Scrutinise assumptions, risk appetite fit and sustainability | Compile the case Align comms and engagement | Ensure institutional values inform actions Agree necessary actions and next phase resourcing Coordinate joint PMO and joint workstream activity to ensure the business case reflects shared evidence and joint ownership |
A range of skills, knowledge and experience will be required during this milestone. Explore the following questions, to ascertain strengths and gaps within the group.
- Do we have financial sustainability and risk‑modelling expertise (treasury/covenants, sensitivity analysis) to evidence base/upside/downside realism?
- Are we missing lived‑experience inputs for student/staff impact statements and change‑cost assumptions that will underpin the case?
- Do we need independent assurance on the model and business case (external review/challenge) to reduce optimism bias and hidden costs?
Decision spectrum
There will be several decision points that will underpin progress through this phase. Some will be binary while others might be more emergent, with decisions being made on a spectrum. Examples of decisions in this milestone include:
| Binary | Emergent |
|---|---|
| Approve business case | The phasing of value, the pace of integration, and early wins |
Key questions
Key questions that will be explored in this milestone include:
| Board members | Leadership teams | Together |
|---|---|---|
| What assumptions underpin our financial model and risk map, and where are they fragile? Are we equipped to scrutinise readiness for governance/legal change through the case (sustainability, accountability)? How do we ensure decisions reflect the public good, quality and regulatory compliance? | What legacy (student/staff outcomes, local mission) are we protecting and why? How do our values show up in trade‑offs, impact statements and communications? What internal capabilities do we need to model scenarios, compile the case, and resource delivery? | What does ‘doing good’ look like in the case –and who defines it? Whose knowledge is being centred (students, staff, frontline functions)? How do we create conditions for people to thrive during and after the decision? |
The following tools and techniques can support strategic doing; structuring and focusing the discussions on what is most important.
- Business case template
- Modelling guide
- Risk mapping tool
- Assurance checklist
