The author’s life jacket: Surviving publishing mergers and acquisitions
For many veteran authors and publishing industry professionals, like TAA members Karen Morris and Steve Gillen, mergers and acquisitions are not new occurrences in academic publishing. However, in light of recent announcements, including the pending merger of industry leaders Cengage and McGraw-Hill, many authors are concerned about their own survival options.
In their 2019 Textbook & Academic Authoring Conference presentation, “Mergers and Acquisitions Among Publishers: Authors Need a Life Jacket”, Morris shared her experience as a survivor of mergers throughout her career and Gillen offered perspective on what a merger may mean to the individual author, what they can do to protect themselves, and what to do after the deal is announced.
What do mergers mean to the author?
Certainly, fear and apprehension in response to mergers and acquisitions are natural feelings for authors. A new publishing company can mean that your title is unnecessary if a competing title also exists in the catalog. With the change in company structure, there is also a likelihood of change in personnel which can affect the trust factor needed between author and publisher.
As Gillen notes, “So much about the relationship between the author and publisher is often left to depend on trust…which may not transfer from one master to the next.” With typical contracts leaving so much to the discretion of the publisher – manuscript acceptability, publication date, design and production details, marketing and promotion, and pricing – a new master may not share the same vision originally assumed by the author at time of contract signing.
Despite the uncertainty, there are ways to survive mergers and acquisitions, as evidenced by Morris’ 25+ years of success that has included several such situations. And in some cases, the merger may even open up new markets and larger customer bases for the author. With new sales teams, distribution channels, and digital platforms likely available as a result of the merger or acquisition, it may be time to look at how those elements of the deal can be used to improve your book’s standing in the market.
How can you protect yourself?
Given that much of the uncertainty in a merger or acquisition comes from the new publisher’s interpretation of the contract terms, the best way authors can protect themselves is to quantify what you can do in your contract. Before signing, Gillen suggests incorporating the following eight elements into your contract as insurance against future mergers and acquisitions:
- Nail down the manuscript acceptability clause to an objectively measurable standard
- Make sure the publisher has to provide you with a reasonable opportunity to revise an unacceptable draft and with concrete direction in revisions
- Make sure the publisher has to publish within a finite time after the manuscript is complete and acceptable
- Provide for a kill fee or forfeiture of the advance by the publisher if the manuscript is rejected for any reason other than your failure to complete it
- If the work is one that must be periodically revised in order to keep it fresh and current, make sure the publisher has an obligation to revise it on a set schedule
- Try to quantify the publisher’s marketing and promotion obligations
- Try to secure a right to approve any change in editors
- Make sure that rights revert in timely fashion
Keep in mind that once the contract is in place, it is more difficult to make modifications to these elements, especially during an active merger or acquisition period, so it is best to consider these items during initial negotiation of the terms.
What can you do after the deal is announced?
Knowledge is power. Gillen advises learning as much as you can about the acquirer to understand how your title will fit their list of titles and the effect it may have on your publication/revision cycle. He offered the following six ways to gain this knowledge:
- Check the acquirer’s catalog,
- Check its website,
- Ask your editor,
- Ask your editor’s boss,
- Ask their counterparts at the acquirer, and
- Ask the sales reps
The key is to know what rights are afforded to you under your contract and to exercise them as necessary to ensure that the new owner doesn’t take advantage of you. Gillen said, “You may have a new owner, but you don’t have a new contract.” If you are concerned about how the changes may impact your relationship with the new publisher, he advises that you “take time to reflect on your past relationship and attempt to document any unwritten expectations”.