Jarek Ruminski
Market Entry
You checked the balance sheet.
You reviewed the contracts.
You analysed the customers, debt, tax position, intellectual property and legal risks.
Excellent.
But how does the company actually make decisions?
That question may eventually matter almost as much as several pages in the data room.
When a Nordic company acquires a Polish business — or a Polish company acquires a Nordic one — traditional due diligence can tell you what the company owns, earns, owes and promises.
It does not always tell you how the organisation really works.
Who has influence?
How quickly are decisions made?
Can employees challenge the CEO?
Does a meeting produce a decision — or begin the process of reaching one?
How much autonomy do managers actually have?
What happens when something goes wrong?
Who knows things that are not written anywhere?
These are cultural questions.
And they belong in due diligence.
Research into mergers and acquisitions has repeatedly identified organisational and national culture as important factors in post-acquisition integration. Cultural due-diligence research specifically recommends investigating the target's culture before the deal closes in order to identify potential integration challenges.
The objective is not to determine whether one culture is better.
It is to discover where two operating systems may collide.
Culture is sometimes treated as something HR can handle after closing.
Finance first.
Legal first.
Commercial first.
Culture later.
That is risky.
Imagine acquiring a successful company because of its entrepreneurial speed.
After closing, every meaningful investment suddenly requires three group approvals.
Or imagine acquiring a Nordic engineering company because of its highly capable employees, then introducing a management model in which those employees feel they no longer have the authority to make decisions they previously made independently.
Nothing necessarily appears wrong in the acquisition model.
Revenue is still revenue.
Machines are still machines.
Customers are still customers.
But the mechanism that produced those results may have changed.
That is why cultural due diligence should ask:
What behaviours make this company successful today — and could our ownership model accidentally damage them?
That is a commercial question.
A Swedish company is not automatically flat.
A Polish company is not automatically hierarchical.
A Finnish company is not automatically silent.
A Danish company is not automatically informal.
A Norwegian company does not automatically reach every decision through consensus.
National business environments matter, but companies develop their own cultures through founders, industries, ownership structures, histories and leadership teams.
A 120-year-old industrial group in Sweden may operate very differently from a Stockholm technology scale-up.
A Polish founder-led manufacturer may operate differently from the Warsaw subsidiary of an international corporation.
So cultural due diligence should not ask:
“What are Polish people like?”
It should ask:
“How does this company actually operate?”
Country knowledge gives you hypotheses.
Due diligence tests them.
Start with decision-making.
The organisational chart may tell you who should decide.
You need to discover who actually does.
Take a normal business decision:
A customer asks for a 7% price adjustment.
What happens?
Can the account manager approve it?
The sales director?
The country CEO?
Does finance become involved?
Does headquarters approve it?
Is there a formal process?
Or does someone simply walk into the owner's office?
Do this for several types of decisions:
You are looking for the real decision architecture.
Two companies may have almost identical organisational charts while functioning completely differently.
That difference becomes extremely visible after acquisition.
Usually at the least convenient moment.
Every company has two structures.
The first is presented in PowerPoint.
The second actually runs the business.
The second one is more interesting.
Perhaps the production director technically reports to the CEO, but everyone consults the founder before important decisions.
Perhaps a senior engineer has no impressive title but can stop a major investment because everyone trusts her judgement.
Perhaps one salesperson owns relationships with 40% of the company's important customers.
Perhaps an executive assistant knows how every important internal process really works.
Cultural due diligence should therefore identify:
Formal authority.
Who officially controls what?
Informal influence.
Whose opinion changes decisions?
Knowledge concentration.
Which people know things that the organisation has never documented?
Relationship concentration.
Which employees personally carry customer or supplier relationships?
This can expose a risk that financial due diligence does not easily capture:
The business may own the customer contract, but one person may own the customer relationship.
That difference matters after closing.
A company may tell you:
“Our managers have considerable autonomy.”
Good.
Now ask what that means.
Can they hire someone without asking permission?
Change a supplier?
Spend €30,000?
Negotiate a commercial exception?
Change a delivery date?
Launch a pilot?
Approve overtime?
Autonomy is not a cultural slogan.
It is a set of decision rights.
This can become particularly important in Nordic–Polish acquisitions because the acquiring company may unintentionally impose its own assumptions about delegation and control.
The Nordic labour-market model is also characterised by strong social partners and widespread collective bargaining, although the specific arrangements differ considerably between Denmark, Finland, Norway and Sweden. More than 80% of employees across the Nordic region are covered by collective agreements.
A Polish buyer entering the Nordics therefore needs to understand not only management culture, but also how employee representation and consultation work in the specific company and country.
The same principle applies in reverse.
Understand the system before changing it.
This is one of the most useful cultural tests.
Ask:
“Tell us about an important decision where senior managers disagreed.”
Then listen carefully.
Was disagreement open?
Private?
Data-driven?
Emotional?
Escalated?
Avoided?
Did the CEO eventually decide?
Did the team continue discussing until broader support emerged?
Was the decision reopened afterwards?
Now ask:
“What happens if an employee believes their manager is wrong?”
You are learning more than communication style.
You are discovering how the company handles risk, authority and bad news.
An organisation where nobody challenges senior management may make decisions quickly.
It may also discover problems very late.
An organisation where many stakeholders expect consultation may produce stronger commitment.
It may also move more slowly than the acquirer expects.
Neither observation automatically makes the company attractive or unattractive.
You simply need to know what you are buying.
Meetings reveal organisations remarkably well.
Observe a few if transaction confidentiality allows it.
Who speaks?
Who does not?
Who interrupts?
Who summarises?
Who decides?
Does the most senior person dominate the conversation?
Are junior employees comfortable questioning executives?
Is disagreement visible?
Are decisions documented?
Does every meeting end with owners and deadlines?
Or with:
“Good discussion. Let's continue this next time.”
This may sound like a minor operational detail.
It is not.
Imagine combining two organisations where one believes a meeting is where decisions are made, while the other treats the meeting as part of the process through which a decision becomes acceptable.
Both sides can leave the same room believing completely different things happened.
That is cultural integration risk in its natural habitat.
Good news moves easily through almost every organisation.
Bad news tells you more.
Ask managers:
“A project is six weeks late. When does the CEO find out?”
Ask employees:
“What happens if you make a serious mistake?”
Ask project managers:
“When do you escalate a problem?”
You want to understand whether the organisation rewards transparency or punishes the messenger.
This matters after an acquisition.
New reporting systems do not automatically create transparency.
If employees believe admitting a problem damages their position, the spreadsheet may remain beautifully green until the problem becomes impressively red.
Culture determines what reaches the spreadsheet.
Buyers often admire the target's speed.
Be careful.
Speed can come from excellent processes.
Or from one founder making every decision.
Those are not the same asset.
Ask why the company moves quickly.
Is authority genuinely delegated?
Are people experienced?
Are systems simple?
Are customer relationships close?
Are approval levels low?
Or is everyone waiting for one exceptionally capable person?
If the founder disappears six months after closing, the answer becomes important.
The same applies to Nordic companies that appear highly decentralised.
Their autonomy may depend on strong informal norms, experienced teams and high levels of trust.
Copy the structure without understanding those conditions and the model may stop working.
Do not acquire a capability and then remove the mechanism that creates it.
The acquisition team probably already has an integration hypothesis.
Perhaps:
“Finance and IT will be integrated immediately, while commercial operations remain independent.”
Good.
Test it culturally.
Ask:
Will local managers accept central financial approval?
Will the parent company tolerate the target's current sales autonomy?
Can the target operate under group reporting requirements?
Will management stay after the founder leaves?
How will employees react to a more centralised structure?
Which decisions must remain local?
Which practices cannot reasonably coexist?
Where are you expecting behaviour to change?
Then ask the most important question:
What must be true culturally for our acquisition thesis to work?
Suppose the deal requires significant cross-selling.
That assumes the two sales organisations will cooperate.
Suppose savings depend on shared procurement.
That assumes local managers will surrender some supplier autonomy.
Suppose innovation synergies depend on joint product development.
That assumes engineers in two countries will share information and trust each other's judgement.
The financial model may contain the synergy.
Cultural due diligence asks whether human behaviour can actually produce it.
Senior managers preparing a company for sale usually understand how to present it.
That is perfectly normal.
But culture becomes clearer further down the organisation.
Where appropriate and possible within the transaction process, speak with people from different levels and functions.
Ask similar questions separately.
For example:
“How are important decisions made here?”
If the CEO says:
“We empower our teams.”
while four managers say:
“Nothing significant happens without the CEO,”
you have discovered something useful.
Do not look for perfect consistency.
Look for patterns.
And pay attention to stories.
Policies describe intended culture.
Stories often describe actual culture.
Cultural due diligence should produce something more useful than:
“There appear to be some cultural differences.”
Of course there are.
Build a risk map.
For each important area, assess the gap and its potential business consequence.
Question: Who decides and how quickly?
Possible risk: integration slows commercial decisions.
Question: How visible and directive are managers?
Possible risk: employees interpret the new leadership style as either weak or controlling.
Question: What can employees decide without approval?
Possible risk: key employees feel disempowered.
Question: How directly are disagreement and bad news expressed?
Possible risk: problems remain hidden or communication feels unnecessarily confrontational.
Question: How are employees and representatives involved in change?
Possible risk: integration plans encounter legal, procedural or trust problems.
Question: Are relationships institutional or personal?
Possible risk: key accounts leave with key employees.
Question: What stops working when the founder leaves?
Possible risk: decision-making and relationships weaken after transition.
Question: How much change can the organisation absorb?
Possible risk: too many simultaneous initiatives reduce performance.
Now culture has become actionable.
That is the point.
Before interviews, identify likely cultural questions based on the acquisition strategy, countries, industry, ownership structure and integration plan.
Do not turn stereotypes into conclusions.
Turn them into questions.
Speak with leaders and, where appropriate, selected employees.
Use concrete examples rather than asking:
“Describe your culture.”
Almost every company answers with some combination of:
innovative,
customer-focused,
entrepreneurial,
collaborative,
and passionate.
Remarkable coincidence.
Instead ask:
“Tell me about the last decision that took longer than expected.”
That produces information.
Look at meetings, reporting, escalation, office interactions, decision processes and internal communication where transaction access permits.
Behaviour is evidence.
Map how the acquiring and target companies differ.
Focus on differences that affect the acquisition thesis.
What could each difference affect?
Retention?
Speed?
Customers?
Integration cost?
Synergies?
Innovation?
Employee relations?
Some cultural differences should be changed.
Some should be protected.
Some simply need translation between the organisations.
The purpose of cultural due diligence is not to make both companies identical.
It is to prevent surprises that could have been visible before signing.
Two organisations do not need identical cultures to create a successful business together.
In fact, complementary capabilities may be part of the reason for the acquisition.
Poland remains an important market for Nordic businesses. Business Sweden's 2025 survey described Poland as a resilient and attractive environment for Swedish companies, with respondents generally expecting stronger turnover.
That creates opportunities for acquisitions, investment and deeper Nordic–Polish corporate cooperation.
But economic logic alone does not integrate organisations.
People do.
Processes do.
Decision rights do.
Trust does.
Communication does.
Culture determines how many of these things actually work.
So before asking only:
“What is this company worth?”
ask:
“How does this company work?”
Then ask:
“What happens when the way they work meets the way we work?”
Those two questions may reveal risks that never appeared in the data room.
Aurixon helps companies understand how business works between Poland and the Nordic countries.
Our guides and advisory services focus on the practical factors that influence cross-border business: communication, leadership, decision-making, negotiation, trust, workplace culture, market entry and post-merger integration.
Because financial due diligence tells you what you are buying.
Cultural due diligence helps you understand whether the two organisations can make it work together.
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