About this document

This guidance is for trusts exploring merger with another trust, including:

• Trust boards considering a merger as part of their growth or resilience strategy
• Executive leaders responsible for operational planning, stakeholder engagement and integration
• Members who may need to approve significant constitutional changes
• Professional advisers seeking to understand the trust-specific context

It provides an overview of the process, from early exploration to post-merger integration, grounded in evidence from within the education sector and from other charitable and corporate contexts.

It is not a substitute for legal, financial or HR advice. Trusts will need to engage professional advisers at key stages. Rather, it is designed to:

• Support strategic decision making with a clear focus on pupil benefit
• Offer practical advice, checklists and frameworks to help plan and deliver a merger
• Share lessons from trusts, charities and businesses on how to maximise the benefits and avoid common pitfalls

This guidance does not cover maintained school conversions or individual transfers of schools between trusts.

Other useful sources of information

This guidance should be read alongside the following resources:

• DfE (2025), Academy trust handbook
• DfE (2025), Academy trust governance guide
• Academy Trust Governance Code
• DfE (2023), Commissioning high-quality trusts
• CST (2024), Building strong trusts and accompanying Assurance framework
• CST (2025), Governing a school trust
• CST (2020), Systems of meaning: Three nested leadership narratives for school trusts
• CST (2025), Next-gen governance

Introduction

Mergers are one of the most significant decisions a trust can make. They reshape governance, leadership, and the experience of staff and pupils. They can create new opportunities for excellence, resilience, and civic leadership if they are undertaken with strategic clarity, disciplined execution and a steadfast focus on the trust’s charitable purpose.

In the school trust sector, a trust’s purpose is unambiguous: the advancement of education for public benefit.1 Delivering on the trust’s charitable object is Principle 1 of the Academy Trust Governance Code. This must be the compass point throughout the merger process, from the first exploratory conversation to the post-merger integration review.

In this guidance we use the word ‘merger’ to indicate the joining together of two trusts, resulting in the formation of a single legal entity but this can take many forms. It is crucial that trusts are clear about the end goal: are the two trusts merging on genuinely equal footing? Or is one trust taking over the other, both legally and in terms of identity? Is the aim to create something genuinely different and new?

Whatever the mechanic, it is crucial that everyone shares the same perception of the process. Honest and potentially challenging conversations need to happen early in the process. If stakeholders harbour any misapprehensions about the nature of the change, it is likely to cause confusion and challenges further down the line.

Realising the purpose of mergers

At their best mergers:

• Improve the quality of education for more children
• Increase financial and operational capacity to respond to local and national challenges
• Strengthen the sector’s collective ability to serve communities

At their worst mergers:

• Distract from the core work of teaching and learning
• Weaken governance and leadership focus
• Consume resources without delivering lasting benefit

The difference lies in finding the right match, preparation, leadership and the willingness to learn from others’ experience.

A self-improving, resilient system

CST has long argued in favour of a self-improving, resilient system where schools work in deep and purposeful collaboration, encouraging trusts to:

• Share expertise and resources beyond their own boundaries
• Support peers through transparent, values-led partnerships
• See themselves as custodians of a public good, holding trust on behalf of children

Trusts can and should act as system leaders and take the lead by designing the structures and partnerships they believe will best serve their pupils and communities. Mergers can be an integral part of this self-directed evolution. They can contribute to a more coherent, resilient and equitable education system if they are approached with:

• Clear purpose
• Thorough due diligence
• Deliberate cultural integration
• Ongoing evaluation of impact

As this guidance will show, there is no single model but there is a common discipline: start with why, plan with care, and keep the interests of pupils at the centre. Done well, mergers can create the conditions in which teachers and leaders learn together, schools thrive and communities are served with excellence.

Overview: The merger journey

This section sets out the typical stages of a trust merger from first conversation to post-merger integration. Timelines and approaches will vary in each case, and there will be some overlap particularly for areas such as due diligence and consultation, but the underlying principles will still apply in most cases.

1. Self-assessment

Purpose: To gain an honest and accurate assessment of the trust’s capacity and needs.

Who: Executive team and trust board, professional advisers (if retained).

Resources: CST’s Building strong trusts assurance framework; DfE’s Trust quality descriptions; CST’s New domains of educational leadership.

2. Exploration and decision

Purpose: To determine whether a merger is the right strategic choice for your trust.

Who: Executives and boards from both trusts, DfE regional director(s), diocesan colleagues, professional advisers (where retained).

Resource: DfE Due diligence in academies and maintained schools

Key actions:

• Review your growth strategy and capacity assessment.
• Test whether a merger aligns with your vision, values, and charitable object.
• Assess the ‘market’ – an evidence-based view of the current external environment.
• Set ‘boundary conditions’ – non-negotiables that set clear parameters (for example, core operational or cultural practices).
• Explore alternatives to merger (for example, shared services or outsourcing).
• Initiate informal conversations with potential partners.
• Conduct desktop due diligence exercises using information in the public domain.
• Seek an early view from DfE regional director(s) on appetite and strategic fit.
• Begin high-level risk identification.

Decision point: Boards agree to explore a merger, subject to due diligence. Remember that as the principal regulator of academy trusts the DfE, through regional directors, holds the final authority to approve mergers, and trusts should avoid announcing or publicising potential plans before these have been discussed with the relevant regional director(s).

3. Securing the right fit

Purpose: To formalise intent without a binding commitment to merge.

Who: Executives and boards from both trusts, DfE regional director(s), diocesan colleagues, project team, professional advisers (if retained).

Key actions:

• Agree headline terms, such as which trust will be the continuing legal entity.
• Draft and sign a memorandum of understanding (MoU) setting out shared principles, process, and indicative timeline; this is not legally binding but may help save time and costs at a later stage.
• Sign a non-disclosure agreement to protect commercially sensitive or confidential information disclosed as part of the due diligence process.
• Sign a time-limited data sharing agreement to allow information exchange.
• Establish a joint steering group with agreed terms of reference.
• Plan and commission in-depth due diligence.

Decision point: Both boards approve the MoU and proceed to full due diligence.

4. Due diligence

Purpose: To assess risks, benefits, and liabilities in detail before final commitment.

Who: Executives and boards from both trusts, DfE regional director(s), diocesan colleagues, project team, professional advisers (where retained).

Resource: DfE Due diligence in academies and maintained schools

Due diligence should cover the following interlinked domains:

• Culture and fit
• Governance
• Educational quality and safeguarding
• Finance
• IT and digital
• Legal and estates
• People and HR

Decision point: Boards review due diligence findings and decide whether to proceed to consultation and approvals.

5. Public consultation and approvals

Purpose: To secure statutory approvals and build stakeholder support.

Who: Staff of both trusts, parents, key stakeholders, and the wider public.

Key actions:

• Map stakeholders: staff, parents, pupils, local authorities, dioceses, community partners.
• Develop a communication plan for every stage of the process.
• Conduct statutory staff consultation under TUPE regulations.
• Hold information sessions for parents and community.
• Submit applications to Regional Director and, where applicable, dioceses or faith authorities.
• Obtain member approval if required.

Decision point: All required approvals obtained; boards confirm intention to complete the merger.

6. Legal completion

Purpose: To complete the legal transfer of assets, liabilities, and responsibilities.

Who: Executives and boards of both trusts, professional advisers, DfE.

Key actions:

• Update governing documents (articles of association, schemes of delegation)
• Agree and sign variations to funding agreements.
• Execute commercial transfer agreement (assets, contracts, staff under TUPE).
• Complete land transfers or lease amendments.
• File changes with the DfE and Companies House.
• Start process of dissolving the non-continuing trust.
• Announce completion to stakeholders.

Decision point: Legal completion date confirmed; operations transfer to the continuing trust.

7. Integration

Purpose: To align governance, leadership, culture, systems, and practices into a single, coherent trust.

Who: Executives and boards of both trusts, all trust staff.

Key actions:

• Implement integration plan from day one.
• Align safeguarding and compliance policies immediately.
• Phase integration of systems (finance, MIS, HR) to balance benefits and disruption.
• Deliver trust-wide induction and cultural onboarding.
• Establish cross-trust networks and professional communities.
• Monitor and report on educational and operational performance.

Decision point: Integration milestones achieved; review merger benefits after 12–18 months.

Roles and responsibilities in a merger

A trust merger is a governance decision of the highest order. It affects the organisation’s structure, people, and capacity for years to come. While advisers and the DfE will play important roles, accountability rests squarely with the trust’s own governance and leadership.

Clarity on who does what avoids duplication, ensures all necessary tasks are covered, and maintains confidence among stakeholders.

Trust board

The board has ultimate responsibility for:

• Strategic decision-making: deciding whether to pursue a merger, based on a clear rationale aligned with the trust’s vision, values, and charitable object.
• Oversight of due diligence: ensuring educational, financial, legal, operational, and cultural due diligence is commissioned and reviewed.
• Risk management: maintaining a live risk register focused on merger-related risks.
• Approvals: authorising key agreements (memorandum of understanding, heads of terms, final transfer agreements).
• Accountability to members: where required by articles of association, seeking member consent for structural changes.
• Accountability to stakeholders: ensuring thorough consultation processes and meaningful communication and engagement with pupils, families, staff and communities throughout the process.
• Orderly closure of the transferring trust: ensuring full business support for schools until the point of transfer and retaining enough trustees with the right skills to govern effectively through transition and closure.

CEO and executive leaders

The chief executive and executive team are responsible for:

• Operational planning and delivery: coordinating the merger project plan, workstreams, and timelines.
• Providing information to the board: ensuring trustees have accurate, timely data to inform decisions.
• Leading engagement: building and sustaining relationships with the partner trust, the DfE regional director(s), dioceses (where applicable), and other stakeholders.
• Communicating with stakeholders: coordinating consistent and tailored messaging for staff, pupils, parents and the community, to build trust, address anxieties, and reinforce the shared vision for the new organisation
• Integration design: shaping the post-merger operating model in collaboration with senior leaders from both trusts.
• Continuity of provision: ensuring pupils’ education and welfare are not disrupted during the process.

According to research from outside the sector,2 the CEO’s main role is to be the convenor or ‘chief stakeholder officer’, managing expectations with the board of directors, executive leaders and other stakeholders, including school leaders, families and regulators. Executive leaders should be culture champions, including:

• Assess trust cultures to determine which aspects would work best in the combined trust .
• Spend significant time with the other trust CEO to assess cultural compatibility, build relationships and find alignment.
• Dedicate time to reconciling organisational missions and values and communicating the vision for the combined trust culture through ‘town halls’ and other forums.

Members

Members play a crucial role in mergers and their consent is required for:

• Changes to the articles of association.
• Appointment or removal of trustees under new arrangements.
• Approving a merger resolution (depending on articles).
• Dissolution of the transferring trust.

Members should be:

• Informed early: so they understand the rationale, benefits, and risks
• Given clear options: including the implications of not merging
• Able to scrutinise alignment with the trust’s charitable purpose

Department for Education and regional directors

The DfE’s role is both regulatory and facilitative:

• Brokerage: in some cases, identifying potential merger partners.
• Advising on suitability: assessing the capacity of the receiving trust to take on additional schools.
• Approvals for faith schools: liaising with dioceses or faith bodies as needed.
• Approving the transfer: via the regional director(s) and advisory board.

Diocese, sponsor, or foundation

Trusts that include schools with a faith designation will need to work closely with their relevant diocese or other religious authority. They will likely have their own consent and oversight process, which should begin early to avoid delay. In mergers across diocesan boundaries, anticipate additional complexity in governance design and articles.

Some schools and trusts may also have links with specific sponsors or foundations with specific governance requirements.

Professional advisers

Professional advisers are essential for navigating the complexity of a merger. These may include:

• Governance: assisting throughout merger process and advising on governance structures and processes for the new trust.
• Legal: drafting and negotiating agreements, reviewing governing documents, advising on land and property issues, handling TUPE obligations.
• Financial: assessing budgets, reserves, liabilities, pensions, and tax considerations.
• People: managing staff consultation, retention, and integration planning.
• Property and estates: managing due diligence on land, buildings, and compliance.
• Cultural integration: designing and facilitating cultural due diligence and alignment.

We recommend appointing advisers with trust sector experience: education law, HR expertise on TUPE, pensions and harmonising pay and conditions, land arrangements, and regulatory requirements are highly specialised.

Joint steering or working group

Once a merger is being actively explored, many trusts establish a joint steering group with representation from both organisations. Its role is to:

• Coordinate due diligence
• Oversee workstreams (for example, education, finance, HR, legal, communications)
• Ensure regular reporting to both boards
• Resolve operational issues quickly
• Monitor the merger risk register

The composition of the working group should reflect the skills and expertise required in the merger process, including change management, operational due diligence and stakeholder communication.

Suggested merger steering group terms of reference

Membership: Chairs and CEOs of both trusts and chairs of audit committees, CFOs, HR leads, project manager, nominated trustees

Purpose: To oversee all aspects of merger planning and delivery, ensuring alignment with strategic objectives and safeguarding continuity of education

Decision-making: Recommendations to both boards; no binding authority

Meeting frequency: Fortnightly during due diligence; weekly in the month before legal completion

1. Self assessment

The first step in any merger is to properly understand the needs, strengths, and weaknesses of your trusts. Without this, it is impossible to know whether a merger will be of benefit, and what you need from a partner trust.

As a trust considering a merger, you should carry out a robust self-assessment – including external advice where appropriate, such as commissioning an external review of governance. You should also expect any future partner trust to be able to demonstrate they have done the same.

We recommend looking at each domain within CST’s Building a strong trust assurance framework, as set out below.

Domain	Action	Resources
Strategic governance	Assess the effectiveness and resilience of the governance structure.	Assurance framework for trust governance Next-gen governance External review of governance
Expert ethical leadership	Review executive leadership team’s capacity and capability	The core responsibilities of a school trust chief executive officer Systems of meaning: Three nested leadership narratives for school trusts
High quality, inclusive education	Demonstrate a strong and inclusive record of pupil outcomes, both in terms of attainment and progress	A good life: Towards greater dignity for people with learning disability Five principles for inclusion Safeguarding at scale Safeguarding peer reviews
School improvement at scale	Demonstrate an evidence-based school improvement model	The DNA of trust-led school improvement: a conceptual model School Improvement Hub
Workforce resilience and wellbeing	Demonstrate high-performance workforce culture and practices; assess HR team’s capacity and capability to carry out HR-intensive merger tasks (for example, TUPE and cultural integration)	The role of trusts as talent architects: Creating schools as great places to work
Finance and operations	Demonstrate robust financial management and operational resilience; assess capability and capacity to handle the intensive due diligence and integration work (for example, aligning financial systems, assessing liabilities, modelling future sustainability).	Internal scrutiny in academy trusts Integrated curriculum and financial planning Curriculum financial planning for executive and governance leaders School resource management
Public benefit and civic duty	Test the trust’s capacity and capability to serve its communities as an anchor institution	Schools trusts as civic institutions: A framework document

Failure to fully understand each trust’s position can be fatal to a merger proposition. As the principal regulator of academy trusts, the Department for Education - through its regional directors - must give approval for trust mergers. The following issues have historically undermined applications:

• Lack of demonstrated expertise in school improvement at scale
• Local logistics and travel infrastructure
• Need to consolidate current capacity and demonstrate readiness to ensure a manageable rate of growth
• Governance concerns, such as conflicts of interest, unclear strategic direction or fit, lack of clarity around the values of the trust or a lack of expertise on the board

Conditions placed on merger approvals have included:

• Deployment of a school resource management adviser (SRMA)
• Addition of new trustees or the appointment of a new chair
• An external review of governance
• Additional financial assurances
• Proof of a track record for school improvement
• Assurance around the school improvement strategy, capacity and expertise, often phase specific
• Addition of financially qualified expertise in line with growth strategy
• Appointment of key executive leaders, such as a chief financial officer
• Monitoring of exclusion rates following the transfer

Conducting a robust and honest self-assessment at the beginning of the process will help you anticipate and address potential challenges later on, and prevent delays.

2. Exploration and decision

Mergers should be a means, not an end – a strategic choice in service of the charitable objects, not a numerical target. Having a clear rationale for a merger that is aligned with the trusts’ strategic priorities is crucial to the merger’s success. There may be a blend of motives, and it is important that boards are explicit about which drivers are primary. This clarity will shape negotiations, due diligence, and integration planning.

A renewed trust as a protective structure

A larger trust can act as a protective structure against increasingly challenging and complex societal and sector pressures. Mergers are often driven by the desire to strengthen the ability to sustain and improve education over time and to gain the ‘trust dividend’, including:

• Educational resilience: pooling school improvement expertise, developing stronger subject networks, accessing required specialist provision or domain/phase-specific expertise (such as AP, SEND, primary or secondary).
• Financial resilience: achieving economies of scale, spreading fixed costs, responding to demographic change or addressing viability concerns due to falling rolls
• Staffing resilience: improving recruitment, retention and development of staff; increasing progression opportunities and professional pathways
• Operational resilience: improving quality of shared services, estates management, compliance, and business continuity.
• Geographical resilience: Expanding into geographic area to create regional coherence within the trust

A merged trust that is more than the sum of its parts

Some mergers are the result of trusts wanting to capture so-called ‘synergies’ and deliver greater impact than either trust could achieve alone. Examples envisioned within the three nested strands of educational leadership include:

• Trust leadership: Broadening curriculum and enrichment opportunities in schools
• Civic leadership: Greater capacity to work across communities as anchor institutions or taking on a struggling trust or school to ensure local provision remains strong
• System leadership: Strengthening voice and influence in the sector; collaborating with DfE regional directors to strengthen place-based planning in a region

Board leadership on growth and mergers

The decision to merge or grow is a matter of fundamental strategic direction and must be led by the respective boards, not delegated to the chief executive. While the CEO plays an important role in providing evidence, options and professional advice, ultimate responsibility lies with trustees, who must weigh the proposal against the trust’s charitable object and long-term interests.

Board leadership is essential to guard against decisions driven – consciously or unconsciously – by individual ambition, ‘empire-building,’ or other motivations that may not align with the trust’s purpose. A board-led process ensures that growth or merger is considered objectively, with appropriate challenge, due diligence, and stakeholder engagement, and that the outcome reflects what is in the best interests of pupils and the communities served.

Individuals who will have key roles within the newly merged organisation (for example, CEOs who are also trustees and whose role may be affected by a merger) will need to declare a conflict of interest and may need to absent themselves from relevant discussions and votes.

Alternatives to mergers

A fully-informed board decision will consider alternative means of collaboration and joint working, either prior to merger or in place of a merger, including:

• Shared services: jointly procuring to pool purchasing power and achieve economies of scale; setting up shared services, such as HR
• Combined projects: developing campaigns, events, and fundraising activities that would benefit each trust and stakeholders, yet reduce the overall costs
• Common premises: sharing physical resources
• Informal partnership: sharing information, support and networks with other charities operating in the same area
• Staff and leader links: sharing staff or establishing joint committees in areas where there is a significant overlap between two or more charities
• Outsourcing: contracting administrative and operational functions to another organisation where they are better equipped to providing it

Initial merger driver checklist for the board:

• What is the main driver – resilience, synergies, civic leadership?
• How does this align with our strategic plan?
• Can we achieve the same outcome without a merger?
• What benefits will this bring for pupils in one year, three years, and five years?
• What risks must we mitigate to realise these benefits?

3. Securing the right fit

Having identified that a merger is the best route for your trusts, confirming the right partner is the next step. This matching process should take the form of two steps:

• A high-level examination of the two trusts, leading to an agreement in principle
• Detailed due diligence, to deeply understand operational and technical issues

This section deals with the first element.

Ensuring a good cultural fit

Mergers are, at their heart, about people. Systems, policies, and structures can be aligned on paper, but the real integration work happens when colleagues from two different organisations come together to serve children in a shared way.

Harvard Business Review estimates that 70-90% of corporate mergers fail, with culture mismatch a key factor.3 McKinsey data suggests that companies managing culture effectively during integration planning are about 50% more likely to meet or exceed their synergy targets.4 Similarly, KPMG research found that mergers that focus on culture are 26% more likely to succeed and neglecting culture until after the merger drastically diminishes success rates.5

For trusts, ‘culture’ encompasses:

• Leadership style and behaviours
• Professional norms (expectations of teaching, curriculum, and assessment)
• The way decisions are made and communicated
• How staff are supported, developed, and recognised
• How the trust relates to its schools and communities

In faith-designated trusts, culture also includes the lived expression of ethos. In mergers involving schools from different dioceses or faith backgrounds, attention to this dimension is as important as aligning policies or governance documents.

In seeking a good fit, trusts should look at both what they do, and why the do it. As a general rule, the most successful mergers will be where these two elements are closely aligned, or – where a trust is looking to learn and develop through a merger – complementary.

If when considering the merging trusts’ strategic plans there is a strong mismatch between both the stated practice and the purpose, there is a increased likelihood that there will be conflict post-merger.

There may be times where there are deliberate and desirable differences, where these meet a developmental need identified in the self-assessment stage. The key is to understand and anticipate them. The ability to benefit from the differences can form a key part of the narrative driver for the merger, but only where it is acknowledged and embraced from the outset.

Trust boards should be careful to look beyond their respective mission statements and strategic plans – which may be aspirational – to both the reality, and the perceived reality within the organisations, for example through the results of pupil, parent, and staff engagement surveys.

Consider the language and approaches used in public board papers and reports. Do the organisations care about the same things, and talk about them in the same way?

Early cultural due diligence

Edurio’s Cultural due diligence playbook notes that ‘maintaining a strong culture through growth is critically important and not a trivial task’. Areas to consider include:

• Defining your own culture: How do staff describe the trust’s values? How are decisions made? What is the experience of working here?
• Assessing the other trust’s culture: Similar questions, supplemented by document review and informal conversations. Be brave in asking for HR data such as staff absences, grievances and whistleblowing, which can be very revealing.
• Comparing cultures: Where are the similarities, and where are the differences? Which differences are healthy diversity, and which could undermine unity?
• Agreeing a cultural integration plan: Decide early whether to blend, adopt one culture, or form a new shared identity.

The technical merger approach

In an effort to signal that neither is ‘taking over’ the other, some trusts opt to dissolve both existing trusts and establish a brand new legal entity. However, this approach is the most complex and by far the most expensive option. It involves double the legal, financial and administrative work – two dissolutions and one new incorporation – and therefore does not represent a good use of public money.

A better approach is to be clear at the outset, through a memorandum of understanding, which trust will be the ‘receiving trust’. The schools, assets and staff of the other trust are then transferred into it. The identity of the new organisation can still be forged through rebranding, refreshed governance, and alignment of culture and practice but without incurring the excessive costs of setting up a new company.

How should trusts decide which entity remains? Boards should examine the articles of association and governing documents of each trust. It will usually be most straightforward to retain the trust whose articles are already closest to what the merged board would wish to adopt for the future trust. Retaining the most suitable legal framework avoids unnecessary regulatory hurdles and allows focus on building a shared identity, rather than diverting energy and resources into avoidable structural work.

Name and branding

A merger often prompts the question of whether to create a new identity. A rebrand can symbolise a fresh start, signalling that the new trust is a shared endeavour rather than one party being subsumed by the other. This can help foster a sense of unity and parity, especially in the early months of integration.

However, rebranding is not without cost. The expense of redesigning logos, updating signage, websites, and other collateral can be significant. In some cases, stakeholders may perceive it as an unnecessary or ‘vanity’ exercise – particularly if it diverts resources from teaching and learning.

Trustees should weigh whether the benefits to culture and stakeholder confidence justify the investment.

Due diligence should include checking for trademark conflicts with any proposed new name or logo, and understanding any licensing arrangements from the outgoing trusts. There are also practical legal considerations: Companies House has rules on using a trading name, which may allow a public-facing brand to change without amending the registered company name, avoiding the need to update all contractual documentation.

A decision to rebrand should therefore be strategic, not cosmetic, and rooted in the trust’s vision, values, and long-term plans, and mindful of the financial, legal and reputational implications.

Initial fit checklist

• Does a merger align with our trust’s strategic plan?
• Is there a shared educational ethos and improvement philosophy?
• Is there a compatible governance culture?
• Is a merger geographically and operationally feasible?
• Is there a shared understanding of the technical mechanics of the merger, and the practical implications of this?
• Is early stakeholder sentiment positive?

4. Due diligence

Due diligence is the disciplined process of investigating and assessing the governance, educational, financial, legal, operational and cultural position of another trust before entering into a merger. It is not a tick-box exercise. At its core, due diligence is about ensuring that both boards can answer one question with confidence: will this merger advance our charitable purpose for the pupils we serve?

A robust due diligence process:

• Provides trustees with a complete and reliable picture of the other trust’s strengths, risks, assets and liabilities
• Identifies opportunities to add value and areas where early support will be required
• Tests compatibility of ethos, culture and governance approach, as well as operational capacity
• Enables both parties to proceed with eyes wide open, having considered and planned for foreseeable risks
• Protects stakeholders by ensuring decisions are grounded in evidence and aligned to the trust’s strategic plan

Desktop due diligence can now be supported by the use of AI tools, which can help to scan, collate, and analyse large volumes of publicly available information about potential partners with great speed. Trusts should, however, exercise caution and ensure that any use of AI complies fully with data protection requirements, particularly by avoiding the input of sensitive or personal data into unsecured systems.

In-depth due diligence is a substantial undertaking and is best managed collectively by the executive team, with responsibilities allocated to draw on the full breadth of expertise and ensure sufficient capacity. While the precise scope will depend on context and risk profile, good practice is to consider seven interlinked domains:

Culture and fit

No amount of technical alignment will succeed if cultures are incompatible. Cultural due diligence explores how each trust leads, communicates, relates to communities, and lives its values. Areas for review include:

• Leadership and decision making: compare styles, pace of change and approach to stakeholder engagement. Is leadership hierarchical or distributed? Do people feel empowered to make appropriate decisions? How are performance and improvement conversations handled?
• Values in practice: assess whether stated ethos is reflected in daily operations
• Trust as employer: Experience of working in the trust, gathered through staff conversations, and surveys. Does the trust conduct exit interviews for staff? What do they reveal? Do they lead to any changes in practice? What is the trust’s approach to recruitment?
• Staff development: Are staff flourishing as human beings rather just as employees? How are they helped to develop, both personally and professionally?
• Admissions and behaviour policies: Do you have aligned approaches to admissions, inclusivity, and behaviour?
• Community relationships: Understand local reputation and ways of working. What is the trust’s reputation with partner organisations, community stakeholders, and the within the media?
• Faith ethos: For faith-designated trusts, alignment of ethos statements and ecclesiastical governance requirements.

These lines of inquiry will require more than just reviewing data. Leaders we spoke to emphasised the importance of informal conversations with staff, particularly those at the ‘coal face’ such as receptionists and other support staff.

One leader suggested having operational teams meet their counterparts in the other trust, followed by a debrief on culture.

The final step is to have an open and honest conversation within the joint steering group about the results of the cultural due diligence.

Cultural due diligence questions:

How is success defined at trust and school level?

How are staff involved in decision-making?

How are performance and improvement conversations handled?

How is professional learning prioritised and funded?

How are trust values lived out in day-to-day practice?

How are the trust’s relationships with local communities managed?

Governance

Mergers require compatible governance cultures and clarity on decision-making. Reviewing the constitutional framework, delegation arrangements, and board capacity is essential to sustainable governance at scale. Areas for review include:

• Governing documents: review articles of association, scheme of delegation.
• Governance structure: review committee and reporting structures.
• Strategic direction: review strategy statements and underpinning operational plans.
• Board capability: analyse board skills, diversity, experience and capacity to govern at a larger scale; review annual board self-assessment documents.
• Decision-making culture: assess leadership style, transparency, alignment of vision and values, risk management and appetite.
• Governance resource: assess capacity and resourcing of the governance professional and team.
• Stakeholder engagement: assess mechanisms and sources of meaningful engagement with stakeholders.
• Evidence base: review Companies House filings, minutes and papers from recent board and committee meetings; risk register; internal and external audit reports; school resource management self-assessment checklists.

Educational quality and safeguarding

A clear understanding of educational performance, capacity for improvement, and safeguarding culture is central to any merger decision. This assessment should go beyond headline results to consider how the trust delivers curriculum, supports staff development, and ensures safe, inclusive environments.

• School improvement: Assess school improvement philosophy, capacity, support structures and impact at scale.
• Performance: assess historic and current performance against key accountability measures, including but not limited to Ofsted gradings.
• Inclusivity: review progress and attainment for all groups, including SEND and disadvantaged pupils; analyse exclusion and suspension rates, pupil movement, and behaviour approaches.
• Curriculum and pedagogy: evaluate curriculum model, assessment approach and professional development strategy.
• Safeguarding: evaluate safeguarding culture, policies, training, compliance, record-keeping.

Finance

The financial review must go beyond headline figures to provide a complete and reliable picture of each party’s current position, historic trends, and future sustainability. This should include:

• Historic and current financial performance: review income and expenditure profiles, audited accounts, management accounts, cash flow, and reserves over the last three years.
• Future budget forecasts: assess projected budgets for at least the next three years, checking underlying assumptions (pupil number forecasts, grant income, inflationary pressures).
• Integrated curriculum and financial planning (ICFP): analyse efficiency of curriculum delivery and staffing ratios; benchmark against sector norms.
• Funding streams: identify all recurring and non-recurring income (including grants, trading income, lettings) and assess volatility or dependency on specific sources (for example, one large school supporting smaller ones).
• Expenditure analysis: review major contracts, service level agreements, and supplier dependencies; identify fixed versus variable costs; examine patterns in staff and non-staff expenditure.
• Liabilities and commitments: assess pension liabilities (including variations in employer contribution rates), outstanding loans, lease and other contractual commitments (operational and financial), and any contingent liabilities linked to grant conditions or disputes.
• Cash management: scrutinise bank statements, reconciliations, debtors and creditors ageing, and any significant fluctuations in balances.
• Reserves policy and capital position: evaluate adequacy of reserves against risk appetite and planned investment; review asset management plans, capital maintenance backlogs, and recent Condition Improvement Fund bids.
• Internal control and assurance: review internal scrutiny reports, audit findings, whistleblowing investigations, and governance oversight of financial decision-making.
• Compliance: check adherence to the Academy trust handbook, funding agreements, and relevant DfE reporting; identify any history of late returns or financial notices to improve.
• Potential financial risks post-transfer: model the impact of integrating systems, harmonising terms and conditions, aligning procurement, and centralising services; assess the affordability of leadership and central functions within school contribution limits.
• Opportunities for efficiencies: identify where economies of scale could be realised without compromising quality, and where shared procurement or centralised expertise could release resources to the front line.

IT and digital

Digital infrastructure underpins modern trust operations and data security. A merger should be underpinned by a realistic plan for integrating and upgrading systems without disrupting teaching and learning.

• IT maturity: assess overall readiness of infrastructure to meet current and future needs.
• Management information systems: identify platform used, hosting arrangements, contract terms, and potential migration requirements.
• Hardware inventory and replacement cycles: review age profile, asset registers, and budgeted refresh plans.
• Software and licensing: review core platforms in use, licensing compliance, and renewal schedules.
• Data protection compliance: review GDPR alignment, privacy notices, breach history and mitigation.
• Cybersecurity: review network security measures, user access controls, penetration testing, and incident response planning.
• Data integration and interoperability: assess ability to integrate systems across the merged trust without disruption.
• Online safety tools: assess filtering and monitoring systems used to safeguard children online.

Legal and estates

Property, contracts and compliance obligations can carry significant long-term risk. Understanding these in full is critical to protecting the merged trust’s position.

• Land and buildings: verify ownership or lease arrangements, including any public finance initiative (PFI) contracts.
• Condition and compliance: review surveys, health and safety compliance, asbestos and reinforced autoclaved aerated concrete (RAAC) assessments.
• Contracts: assess value, duration, termination clauses.
• Liabilities: identify ongoing disputes, claims or contingent liabilities.

People and HR

A merger will reshape staffing structures, contracts, and culture. A detailed workforce review will help anticipate and manage change, retaining key talent and safeguarding morale. The mergers process itself will require large amounts of HR capacity and capability, requiring an honest analysis of both trusts.

• Staffing structures: analyse roles, contracts, pay scales, policies and workforce data.
• Workforce culture: understand recruitment, retention, absence, performance management styles and employee engagement patterns.
• TUPE implications: plan for transfer of staff and potential changes to unify terms and conditions.
• Development of staff: understand professional development offer and approach.

Final report

The final due diligence report should:

• Present a balanced view of strengths, risks and integration considerations.
• Highlight any deal-breakers or conditions precedent to proceeding.
• Recommend mitigation strategies for identified risks.
• Be formally received and minuted by the board prior to any binding commitment.

Key questions for trustees

What liabilities will we assume, and can we resource them without detracting from educational priorities?

Are there unresolved safeguarding, compliance or data security issues?

How compatible are our governance cultures, leadership approaches and values?

How will the merger improve educational outcomes in the short and long term?

Do we have the capacity and resources to integrate effectively without disrupting our core work?

Will this merger, and the trust we create together, deliver better education and broader opportunity for more children than we could achieve alone?

5. Consultation and engagement

Consultation, with the right people at the right time, can help ensure a smoother merger process. It can help prevent misunderstandings, and to identify issues at an early stage where they can be more successfully mitigated.

Timing is of crucial importance. Publicising incomplete plans can cause unnecessary distress; sharing too late can give the impression of a ‘done deal’. While listed as stage five in this document, the reality is that different forms of consultation, with differing stakeholders, will take place throughout the process.

Developing a clear narrative

The starting point is developing a clear narrative around the reasons for the merger - for example, to enhance educational outcomes, create new opportunities for pupils and staff, or strengthen the capacity of the trust to serve its communities. Done well, this narrative does more than justify the merger: it brings trustees, staff, families, and local partners with you by showing that the process is not about administrative change but about educational benefit. It also engenders relational trust and a sense of agency throughout the process.

The narrative needs to be supported by a detailed communications plan that covers every stage of the process – from early discussions through to legal completion and beyond. This should identify key audiences, anticipate their questions, and set out how and when they will be engaged. Transparent, consistent messaging, tailored to different groups, helps to build trust, address anxieties, and reinforce the shared vision for the new organisation.

The phasing of this is critical. Previous mergers have been jeopardised by openly publicising the merger before consulting DfE regional directors, and at the other end of the spectrum by inadequate consultation with stakeholders.

Staff engagement and consultation

While TUPE regulations provide a statutory framework for staff protection and consultation when their employer changes, this is only the baseline. Effective engagement goes further:

• Two-way dialogue: Staff need channels to raise concerns and suggestions.
• Visible leadership: Senior leaders and trustees should be present in schools during the process.
• Respect for local identity: Especially in rural or faith schools, where staff may have long-standing ties to the community.
• Clarity about change: Where roles, reporting lines, or terms will change, explain this early and support affected staff. Resist the temptation to downplay change: this can cause resentment further down the line.

Leading people through a merger

Decades of corporate research6 offers practical advice for successfully leading employees through a merger, adapted here for the trust sector:

• Protect core talent: Identify and engage the people whose knowledge, relationships, and expertise are critical to continuity and improvement. This includes safeguarding leads, key subject leaders, and central staff. Retention strategies might include career development opportunities, secondments, or targeted incentives.
• Identify leaders who can build synergies: Appoint leaders who understand and can bridge both cultures. In a rural merger, for example, leaders with credibility in small-school contexts are invaluable. In mixed-phase mergers, leaders who have operated across primary and secondary are assets.
• Communicate consistently and transparently: Leaders must consistently make a clear and compelling chase for the merger. Staff anxiety is highest when information is scarce or inconsistent. Plan for regular updates, even if the message is simply ‘there is no change since last time’.
• Integrate culture deliberately: Avoid the ‘us and them’ trap. Use shared professional development, joint projects, and trust-wide forums to create a sense of one organisation. A mixed-phase trust merger can used subject networks and trust-wide CPD to unite staff quickly, which in turn improves curriculum coherence.
• Anticipate and pre-empt potential impacts: Mergers can have a significant impact on staff, including redundancies, relocation, increased workloads and stress and shifts in culture and management practices. Identify and plan for these potential impacts on staff, communicating openly and transparently throughout.
• Take the long view: Rushed integration can destabilise provision; neglected integration allows cultures to drift apart. Set realistic timelines for embedding changes.

Families and local communities

Families and local communities are important stakeholders in any merger. While they may not always be familiar with the detailed role of a trust, they care deeply about the identity of their school, the quality of education, and how resources are used. Concerns often focus on whether the merger could distract leaders from the core purpose of education, change the look and feel of the school, change the approach to education, diminish local identity, or lead to perceived ‘vanity’ projects such as unnecessary rebranding.

For this reason, consultation must feel like something done with stakeholders rather than to them. Boards should begin by carefully mapping all relevant groups – parents and carers, pupils, local authorities, community organisations, feeder schools, and faith bodies where relevant. Each group will have different perspectives and concerns, and a tailored approach is essential.

Practical steps include:

• Opportunities for dialogue: Holding town halls, drop-in forums, and coffee mornings, ensuring there are multiple opportunities for dialogue.
• Consultation documents: Written consultation materials should be clear, accessible, and free of jargon. They should not only set out the rationale for the merger but also demonstrate how the trust will protect what matters most to families – high standards, continuity of care, and a strong local presence.

Above all, the process should show that views have been heard and taken seriously. Boards are not required to follow the majority view, but they will be expected to evidence that stakeholder voices have influenced decision-making.

Trusts that consult early, communicate consistently, and respond openly to concerns will find that families and communities are far more likely to feel confident that the merger strengthens, rather than dilutes, their school’s future.

Local authorities

Trusts work closely with their local authorities in areas including admissions, place planning, and safeguarding. Councils also have a general interest in education and economic growth in their area, and trusts can be significant local employers. Local and regional authorities also increasingly have responsibility for post-16.

Authorities may also have a direct interest in the trust merger, as freeholder of school sites or through the provision of services.

Local councillors will often be contacted by parents and others about community issues. Ensuring individuals, as well as the authority corporately, are briefed about merger proposals can help them respond to constituents.

Other stakeholders

CST encourages trusts to work widely in their community as civic actors, and to cultivate relationships with local, regional, and national government representatives; health services; community groups; and business, amongst others. Keeping them suitably informed of merger proposals will be an important part of maintaining those relationships.

Additionally, scoping out stakeholder relationships can help understand and map the culture of each trust. Partners may also have valuable experience in change management, with the potential to help the trust in appointing to reformed governance arrangements.

6. Legal completion

Final decision point

Before the merger completes, the trust boards should meet separately to consider the process and give their final approvals, authorising entry into the relevant documentation on behalf of the trust.

In theory, you could decide not to go ahead at this stage and pull out of the merger; in practice, this rarely happens but given that preparing for a merger can be a lengthy process is it important you consider an internal or external changes that might mean it is no longer the best strategy.

Timing and availability

The timing of completion should be carefully considered. Changes are often timed to align with the academic years or terms; these often coincide with holiday periods, so make sure that key people are available to sign documents.

After all transfers have taken place, the non-continuing trust should be left with no remaining assets or liabilities and will become a ‘shell company’. It will need to remain in existence for around six months to ensure any post-transfer formalities are completed, such as property filings with the Land Registry and final account returns. In some complex cases this may take much longer.

Issues around the dissolution and winding up of the shell company can have implications for the remaining trust and care should be taken to build in sufficient time and resources for this last step, including ensuring at least three trustees remain in post to see the winding down process through to the end.

Stakeholder engagement

Completion also offers a chance for stakeholder engagement. Consider whether you wish to treat this as a ‘big bang’ moment to publicise, or a soft launch that marks a legal change but acknowledges there is work left to do.

Whatever the approach, the reality is that legal completion is far from the end of a merger process, with the significant task of integration to follow.

7. Integration

Integration is the stage at which the potential benefits of a merger are either realised or lost. A successful legal transfer without an effective integration is a missed opportunity: the trust may be larger, but not necessarily stronger.

Principles for integration

These principles, drawn from CST research and wider evidence on mergers, provide a framework for trustees and leaders to steer integration in a way that is purposeful, proportionate, and rooted in the charitable object of advancing education:

• Purpose-led: Integration should serve educational improvement, not administrative neatness, prioritising changes that will have the most direct positive impact on children.
• Clearly focused: Is it governance, curriculum, finance systems, professional learning, estates management?
• Respectful of context: Some practices can be standardised; others need local adaptation.
• Paced and sequenced: Not everything has to change at once; focus first on high-risk and high-impact areas.
• Inclusive: Engage staff at all levels in shaping the new trust’s ways of working.

Certain types of merger may require additional focus on certain areas. For example, trusts with a wide geographic spread or in rural areas, travel may be a blocker to building relationships, with virtual collaboration taking its place. For faith schools, trusts will want to give more focus to their lived ethos, and the role of their religious authority.

The purpose of integration

Integration is more than policy alignment – it is the deliberate blending of professional knowledge, practice, and systems in pursuit of the charitable object of advancing education for public benefit.

Drawing on CST’s Integrated practices framework, two dimensions are critical:

• Constituents: the specific practices, knowledge, and systems each trust brings (for example, approaches to teaching, curriculum design, CPD models, safeguarding practice).
• Purposes: the explicit goals these practices are intended to serve (such as raising attainment, reducing disadvantage, or strengthening curriculum coherence).

Viewing integration through this dual lens helps leaders to move beyond a binary choice between full standardisation and complete autonomy. Instead, it supports principled decisions about what to integrate, when, and why – grounded in the trust’s mission and the best interests of pupils.

In some mergers, the immediate focus may be on aligning vision and values, with closer alignment of professional knowledge and practice as a longer-term objective. This can be particularly important where the trusts bring different but complementary strengths – those ‘adjacencies’ (to use corporate mergers and acquisitions language) that experience shows can be a major source of integration value.

A high-level sequence for integration might therefore be:

• Diagnose: assess where practices and purposes converge or diverge, including the identification of adjacencies.
• Sequence: decide what should be integrated immediately, what to adapt gradually, and what to preserve for local context.
• Revisit: periodically re-evaluate alignment as the merged trust matures.

What to standardise, what to adapt

Having conducted the analysis above, communicate decisions early about what will be standardised immediately and what will be adapted or phased in. This can help ease anxieties about overwhelming levels of change. Areas to consider include:

• Financial controls
• Management information and data systems
• Safeguarding
• Health and safety
• Curriculum and assessment models
• Professional development programmes
• Estates and procurement

For larger or geographically distributed trusts, you may consider regional or cluster approaches rather than a binary trust-wide or local decision, to avoid over-centralisation.

There may also be a need to reflect differences in phase and settings, especially in curriculum and CPD, while recognising the potential benefits of cross-pollination.

For trusts with faith schools, there may be a need for consultation in some areas.

Integrating professional practice

Using CST’s lens of ‘professional knowledge and practice’:

• Identify core teaching and leadership practices that are non-negotiable across the trust (for example, safeguarding approach, quality assurance model).
• Establish cross-trust subject and phase networks to build shared understanding.
• Use professional development as a unifying force – joint training days, coaching programmes, leadership exchanges.
• Capture and share examples of effective practice from both legacy trusts.
• Align culture and values

Link cultural integration to daily work:

• Shared language: develop common terminology for teaching and improvement.
• Symbolic actions: launch trust-wide initiatives, such as reading campaigns, environmental projects, or enrichment, that embody the new trust’s values.
• Visible leadership: senior leaders from both legacy trusts present together in schools.
• Celebrating early wins: publicly recognise achievements that result from collaboration.

Systems and operations

Existing operating models may no longer be fit for purpose in a larger trust and may require purposeful redesign to avoid embedding inefficiencies and assumptions inherited from existing models. Operational integration should aim for efficiency without overwhelming staff:

• Prioritise systems that will deliver immediate benefit (e.g. finance software, payroll) before tackling those with lower impact.
• Time major system changes for low-disruption periods (e.g. summer holidays).
• Provide training and support for staff using new systems.
• Avoid locking into long-term contracts before reviewing trust-wide needs.

CST’s leadership masterclasses provide expert guidance on designing and delivering an effective operating model in a newly merged trust.

Governance

Merging two trusts to create a larger organisation can change the governance landscape profoundly. Governance structures that served a smaller group may no longer be fit for purpose. A deliberate redesign of the governance approach is essential to sustain educational excellence, safeguard public assets, and preserve stakeholder trust.

Aligning the schemes of delegation early can help identify new or existing areas of centralisation, inform integration planning, and create clarity around decision-making responsibilities and boundaries. A review of each trust’s latest external review of governance can also help inform this process.

By building a new board with the right skills, streamlining committees, respecting local context, and ensuring consistent policy and communication frameworks, the trust will be well placed to continue delivering on its core educational purpose at greater scale.

Composition of the new board

The most important consideration – and one that should be openly and transparently decided early in the process – is the composition of the new board.

The merged board should be constituted with the future in mind. Selection should be skills and competencies based, aligned to the trust’s post-merger strategy and responsive to the immediate risks and opportunities. This may include expertise in large-scale change management, finance and audit, HR and workforce integration, IT systems, estates, safeguarding, and marketing/communications if rebranding is planned. Equally, the new trust strategy may require retaining key pieces of institutional knowledge and strong relationships with local communities.

Cultural due diligence can help ensure the board collectively reflects the trust’s values and desired leadership culture.

Selecting the right trustees post-merger

In a larger trust, the board’s role in strategic oversight, risk management and stakeholder assurance becomes more complex. A review of each trust’s external review of governance can help inform appointments.

Where possible, trusts should avoid automatic carry-over of all serving trustees. This may create a potentially unwieldy number of trustees. Instead, each trustee’s potential contribution should be assessed against a transparent and agreed skills and competencies matrix. Depending on the merger, these skills and competencies may include a mix of experience or understanding of some of the following:

• Governance and how it operates at larger scale
• Organisational change management
• HR and workforce integration
• Finance and integrating systems
• IT and digital integration
• Estates management over a larger number of sites
• Primary and secondary phases (if relevant)
• Safeguarding at scale
• SEND or specialist provision
• Marketing and branding strategies (especially if rebranding)
• Relationships with local communities and stakeholder communications

When appointing trustees to the new board, those with significant and ongoing conflicts of interest – such as founding trustees of the predecessor trusts – may not be the most suitable candidates. Once appointed, all trustees must commit to setting aside loyalties to their former trust and focus their decision-making solely on the best interests of the newly merged trust. Experience from previous mergers shows that constructing a board with an equal 50/50 split from each legacy trust can risk political deadlock and hinder effective governance.

For trusts with faith schools the composition and size of the board may be restricted by diocesan requirements.

Members

Members are the custodians of the trust’s constitution and have ultimate powers to appoint and remove trustees, amend the articles, and hold the board to account for delivering the charitable object.

In forming the new membership, priority should be given to individuals who are independent of day-to-day governance and operations, with the skills, judgement, and impartiality to safeguard the long-term interests of the trust.

Avoid simply carrying over members from the predecessor trusts without review; instead, consider the skills, perspectives and independence needed in the new context. A small, focused group – at least three but ideally five members – provides clarity and avoids unwieldy decision-making, while ensuring succession planning is in place to maintain continuity over time.

For trusts with faith schools, the appointment of members may be restricted by diocesan requirements.

Committees and their remits

Committee structures should be reviewed to ensure they match the new trust’s priorities. Consider Next-gen governance principles when redesigning committee structures. This may include:

• Maintaining statutory committees (including audit and risk and finance) while rationalising other groups to avoid overburdening trustees and executives
• Establishing a post-merger integration committee (or continue the merger joint working group) for a defined period to address ‘snagging’ issues, monitor delivery of integration plans, and report on cultural alignment
• Using time-limited task groups to address specific priorities, such as IT consolidation or estates optimisation

Local governance

Local governance arrangements may need to be adapted to reflect the scale and geography of the new trust. However, if significant changes are needed, these might be phased in to maintain community confidence. Co-design with local stakeholders will strengthen legitimacy and ease transition. Again, adhering to Next-gen governance principles can help avoid duplication and ‘fluffload’. Options can include:

• Local committees for each school, focusing on community engagement, safeguarding, SEND, and pupil experience
• Hub-based governance where groups of geographically close or thematically similar schools share a committee, promoting collaboration while reducing duplication

Centralisation of policies

As a general principle, core policies – particularly safeguarding, SEND, behaviour, complaints, and staff conduct – should be trust-wide to ensure consistency and clarity. Operational flexibility can be provided through a ‘local arrangements’ annex where schools adapt delivery to their context.

A clear policy register, regular review cycle, and technology-enabled dissemination will help maintain compliance across the enlarged trust.

Information flow and accountability

Governance at scale requires robust systems for two-way communication:

• From trust board to local committees and school leaders: clarifying strategic priorities, compliance expectations and performance indicators. This can take the form of termly letters from the board, informal video updates from the chair of trustees, or a dedicated space for the board in school newsletters.
• From local committees and schools to the board: ensuring local intelligence and stakeholder voice inform decision making. In a larger trust, local committee minutes may no longer be the most effective way to communicate to the board. More immediate methods such as post-meeting online forms and pulse surveys can be used to give rapid feedback.

Other mechanisms might include termly local chair forums, ‘link’ trustees for clusters or regions, and standardised agenda cycles and reporting templates across all schools. Annual governance conferences can also help align the layers of governance and create clarity and consistency across the trust.

Governance professional

An enlarged trust may require governance arrangements that are more complex, and boards must give careful thought to how they resource governance to sustain effective oversight. Scaling governance means ensuring that the necessary structures, systems and processes are designed and implemented consistently across all schools in the trust.

The Academy trust handbook states that trusts must appoint a governance professional who is someone other than a trustee, principal or chief executive, a role that sits at the heart of effective trust governance, as we explain in Next-gen governance.

This role is not simply administrative: a skilled governance professional provides strategic leadership on governance, enabling the board to discharge its duties effectively, remain compliant, and focus on educational outcomes. In a newly merged trust, this capacity is critical.

Setting success criteria and monitoring integration

Establish from the outset the outcomes you expect integration to deliver, and how these will be measured. Success should be framed in terms of improved educational outcomes, strengthened organisational capacity, and sustained trust of families and communities. Clear metrics and shared milestones provide direction, help maintain focus through the complexity of change, and allow the board to hold leadership to account for progress.

Integration is not complete at the point of legal transfer. Monitor progress through:

• Termly integration reviews to boards
• Staff surveys on cultural alignment and operational effectiveness
• Pupil outcomes and attendance data to test educational impact
• Financial reports on efficiencies and resource allocation

Where monitoring shows slippage against key milestones, or risks to educational quality and organisational stability, boards should assure themselves there is corrective action to protect the interests of children and the integrity of the trust.

First year integration milestones

Each trust merger will be different. Below are some example milestones that illustrate a phased, iterative merger approach. The key thing to recognise is that a merger is an ongoing process, not a ‘big bang’ event.

Month 1–3: Align safeguarding, compliance, governance documents.

Month 4–6: Launch trust-wide CPD programme; establish subject networks.

Month 7–9: Integrate MIS/finance systems; review estates strategy.

Month 10–12: Evaluate cultural integration; report benefits to stakeholders; refine operating model.

Risks and mitigation

Mergers, while often beneficial, carry inherent risks. Some are operational, some strategic, and many are relational. Identifying and addressing them early increases the likelihood that the merger will deliver its intended benefits. Trusts should conduct ‘pre-mortems’ and be prepared to have difficult conversations and make tough decisions in order to head off these risks in advance.

No amount of preparation and planning can anticipate all issues and trusts should plan for the unexpected by building in contingency plans and additional capacity and time, as needed.

Common risks (both pre- and post-merger)

Delayed or lengthy process

Risk: Prolonged strain on capacity caused by delayed and lengthy approval or closure processes involving the advisory board, regional director(s) or government entities such as HMRC, creating uncertainty, diverting leadership attention, and affecting confidence among staff and stakeholders

Mitigation:

• Anticipate and plan for the possibility that approval will take longer than expected
• Build flexibility into project plans, including phased timelines and contingency capacity
• Engage early and consistently with the regional director, advisory board and any other approving bodies, ensuring they are fully informed of the rationale and readiness
• Maintain open communication with stakeholders (staff, families, local authorities, dioceses, community partners) to explain the process and manage expectations
• Avoid entering into long-term contractual or structural commitments before approval is secured, to reduce risk of wasted cost or misalignment
• Use the waiting period productively for preparatory work (such as cultural due diligence, stakeholder engagement, drafting governance structures) so momentum is not lost

Reputational damage if merger falls through

Risk: Damage to the trust’s reputation and relationships if a proposed merger is publicised but does not proceed, creating perceptions of instability, distracting from the core educational mission, and weakening trust with staff, families, the local authority, and the Regional Director

Mitigation:

• Avoid premature announcements; communicate merger discussions externally only once there is a high level of confidence and regional director agreement in principle
• Use non-disclosure agreements and carefully manage internal communications to minimise unnecessary speculation
• Develop a clear communications strategy with agreed key messages for different scenarios, including if the merger does not go ahead
• Emphasise throughout that merger discussions are exploratory and rooted in the charitable object of advancing education, to protect credibility and reassure stakeholders
• Maintain strong stakeholder relationships independent of merger plans, so that trust and confidence are not wholly tied to a single transaction

Cultural clash

Risk: Misaligned values, behaviours, or leadership styles that undermine trust and collaboration between merging organisations. Left unchecked, this creates an ‘us and them’ mentality, leading to friction and loss of goodwill.

Mitigation:

• Undertake cultural due diligence at the outset to identify similarities and differences.
• Appoint cultural integration leads from both trusts to model behaviours and monitor alignment.
• Establish early joint projects and cross-trust working groups to build shared practice and foster mutual understanding.
• Communicate openly about the vision and values of the new organisation to encourage a sense of common purpose.

Loss of key staff

Risk: Departure of core staff during uncertainty that erodes continuity, diminishes capacity, and risks losing essential knowledge and relationships

Mitigation:

• Identify critical roles and individuals early in the process and engage them proactively
• Provide clear career development pathways and, where appropriate, retention incentives
• Communicate honestly and consistently about structures, timelines, and job security
• Recognise and value contributions visibly to maintain morale and loyalty

Disruption to school improvement

Risk: Energy invested in merger activity that may detract from the core purpose of education, weakening the focus on pupil progress and teaching quality

Mitigation:

• Ring-fence school improvement capacity during the transition, ensuring teaching and learning remain the priority
• Sequence operational and administrative changes carefully to minimise disruption in classrooms
• Monitor pupil outcomes closely throughout, adjusting support where early signs of decline appear
• Reinforce the message that the merger is being undertaken in the best interests of children and their education

Operational overload

Risk: Attempting to align too many systems and processes simultaneously, causing staff to feel overwhelmed, creating confusion, and slowing down the benefits of merger

Mitigation:

• Use a phased integration plan with clear priorities and milestones
• Prioritise changes with high impact on efficiency, compliance and safeguarding
• Provide training, guidance and dedicated support to staff using new systems
• Allow for flexibility where legacy processes may need to run in parallel for a time

Financial shocks

Risk: Unforeseen liabilities or cost escalations, such as staffing costs, pensions or estates issues, undermining the financial resilience of the merged trust

Mitigation:

• Staffing is the most significant cost to any trust and trusts should consider classification of staff roles and how harmonisation might lead to equal pay concerns
• Undertake thorough financial due diligence, covering pensions, estates, contracts and contingent liabilities
• Build contingency into budgets and financial models to allow for unexpected costs
• Avoid committing to major new expenditure until integration has stabilised
• Maintain strong financial oversight during the transition, including stress-testing different scenarios

Context-specific risks

Rural trusts

Risk: Travel time and costs erode the anticipated efficiency of central services.

Mitigation:

• Consider a hub or satellite model for leadership and support services.
• Use digital collaboration tools to reduce unnecessary travel.

Mixed-phase trusts

Risk: Curriculum and assessment differences between phases slow integration.

Mitigation:

• Establish cross-phase curriculum working groups early.
• Respect phase-specific expertise while identifying areas for coherence.

Faith-designated trusts

Risk: Delay or derailment due to ethos misalignment or slow ecclesiastical approvals.

Mitigation:

• Engage diocesan or faith authorities at the earliest stage.
• Map and reconcile any differences in religious character provisions in articles of association.

Risk management in practice

A separate merger risk register monitored by the joint steering group will maintain focus and ensures merger-specific risks receive due attention from both boards. Alongside separation, it is good practice to ensure that the merger risk register is:

• Jointly owned: both trusts should contribute to identifying risks and mitigating actions, recognising that issues may look different depending on context.
• Dynamic: risks will change as the process moves from exploration through due diligence to legal completion and integration. Regular updating ensures risks are not carried forward unchallenged.
• Governance-led: boards must review the register at each stage, with clear mitigation routes where risks could materially affect educational provision, financial stability or reputation.
• Linked to the project plan: each risk should be tied to milestones and responsibilities within the merger project, so that mitigation is practical and timely.

Keeping a discrete, actively managed register enables trustees to demonstrate due diligence, maintain transparency with regulators and stakeholders, and ensure that the focus on children’s outcomes is not lost amidst the complexity of the transaction.

Further resources and support from CST

CST offers a wide range of support for trusts, including online guidance documents, training courses, conferences, and bespoke consultancy, including advising on strategy and processes around mergers.

All of our services are backed by CST’s experience as the national sector body and member organisation for school trusts, and a recognised thought leader regularly called on by government, policy makers, and trust leaders.

They have all been specifically tailored from the ground-up for academy trusts.

Support of particular relevance to merger considerations include:

• External review of governance An up to date ERG is an important baseline for considering a trust’s strengths and weaknesses ahead of merger consideration. Post-merger, an ERG can help assess whether integrated processes are working as expected.
• Leadership masterclasses Our programme of masterclasses cover a range of topics, including design of central and shared services, and leading trust mergers.
• Governance training We offer training for members, trustees, and board chairs, and local committees, to help ensure governance excellence.

Appendix: Learning from other sectors

Mergers in the school trust sector share many characteristics with mergers in other parts of the charity sector and in the corporate world. While the regulatory environment and the ‘public benefit’ duty make school trust mergers distinct, the evidence from elsewhere offers clear lessons.

Translating lessons into trust practice:

Start with pupil benefit as the only non-negotiable.

Build pre-merger working relationships where possible.

Keep culture at the forefront of considerations at all times

Do not sign Heads of Terms or Memorandum of Understanding until you have tested mission and values alignment.

Resource integration properly – it cannot be done ‘off the side of the desk’.

Engage stakeholders early and keep talking, even when there is little new to report.

Charity sector mergers

The charity sector offers closer parallels to trusts because of the shared charitable objects duty, trustee governance model and public accountability.7 Despite the different contexts, the lessons from the charity sector largely resemble those from the corporate sector above:8

• Mission alignment is non-negotiable: A merger must strengthen, not dilute, the charitable purpose.
• Objects and governing documents: Incompatibility can be a deal-breaker; early legal review is essential.
• Beneficiary benefit as a primary test: The merger must serve beneficiaries better than either organisation could alone.
• Cultural compatibility matters as much as structural fit: Mergers often fail not because of technical complexity, but because volunteers, staff and trustees cannot reconcile different ways of working.
• Transparency with stakeholders: Charities that explain the rationale and expected benefits clearly to donors, beneficiaries and partners retain more goodwill.

Public sector and healthcare integrations

Public service mergers, such as NHS trust consolidations, underline the importance of continuity of service and the potential reputational damage if a merger disrupts frontline provision. Lessons from healthcare integrations:

• Service continuity planning: User outcomes must not dip during the transition.
• Clear governance and accountability: Decision-making lines can blur if structures are not agreed early.
• Stakeholder engagement: Staff, unions, patients, and the community need regular, two-way communication.
• Integration pace: Too slow risks losing momentum; too fast risks service disruption. Successful mergers pace different workstreams differently.

Corporate mergers and acquisitions (M&A)

Decades of research outside the sector has consistently found that when mergers and acquisitions underperform against their stated goals (or fail outright), it is most often because of weak strategic clarity, neglect of ‘softer’ aspects like culture and communication, and poor integration planning. Companies with successful M&A share the following qualities:

• Strategic clarity from the outset: M&A is seen as a tool to deliver a pre-existing strategy, not a strategy in itself and there is alignment amongst the board and the executive and a shared and accurate self-assessment of how and where the organisation creates value and how M&A will further their strategy.
• Proactive pre-merger relationship building: Executive leaders build networks, actively engage in conversations with potential partners and routinely test potential opportunities well in advance of potential merger discussions. Integration is then smoother because senior teams have already worked together in joint ventures, network activity, or service sharing.
• Seeking ‘adjacencies’: There is a clear-eyed pre-merger assessment of where synergies may exist, ‘adjacencies’ to their ‘core’ business, adding complementary value and increasing the chance of success.
• Thorough due diligence: Due diligence goes beyond financial and legal and assesses cultural fit, leadership styles, operational capability, and risk appetite.
• Integration planning from day one: Planning identifies integration workstreams and milestones before legal completion, allocating resources to them explicitly.
• Compassionate, people-centred approach: Where possible, there is a focus on limiting redundancies and creative approaches are developed to retain as many staff as possible. To mitigate the risk of losing valuable staff, key leadership and staffing decisions are made in advance and well-communicated within each organisation.
• Priority given to communication: A clear and thoughtful communication plan is developed for both internal and external stakeholders.
• Culture alignment as a value driver: Cultural due diligence is conducted in advance of the merger to head off potential cultural incompatibilities and ensure that cultures are aligned.

Cross-sector themes

Across all sectors, successful mergers tend to share the following approaches:

• Purpose-led: A clear articulation of why the merger is happening, framed in terms of value-add and outcomes for the people served.
• Co-ownership: Boards and executives work together throughout; neither abdicates responsibility.
• Phased integration: Some areas (e.g. safeguarding policies) align immediately; others (e.g. MIS systems) may take longer.
• Investment in people: Training, leadership development, and cultural onboarding are planned, not improvised.
• Active risk management: Risks are identified, tracked and mitigated as the merger progresses.

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1. 1 The model articles of Roman Catholic trusts contain distinct charitable objects, restricting the trust’s purpose to the advancement of the Catholic religion within the diocese, except in the case of non-Catholic schools in the trust.

2. 2 McKinsey (2025), M&A Annual Report: Is the wave finally arriving?

3. 3 Harvard Business Review (2011) The Big Idea: The New M&A Playbook

4. 4 McKinsey (2024) The importance of cultural integration in M&A: The path to success

5. 5 KPMG (1999) Unlocking Shareholder Value: The Keys to Success

6. 6 Forbes (2021) Five keys to leading your people through a successful merger; McKinsey (2019) Managing and supporting employees through cultural change in mergers

7. 7 The Charity Governance Code encourages trustees to ‘consider the benefits and risks of partnership working, merger or dissolution if other organisations are fulfilling similar charitable purposes more effectively and/or the charity’s viability is uncertain’.

8. 8 Charity mergers: finding the right match (CGI 2022); Charity or merger collaboration checklist (CGI 2022); Charity mergers: due diligence (CGI 2022)