Tools of the Trade

Maintaining a Well Organized Merger and Acquisition Transaction Checklist
guest author: Sharon M. Davison

Step 1: Organize People: Perhaps one of the most important jobs you will have in a Merger and Acquisition transaction is helping to keep your attorney organized. A M&A transaction will often involve many parties and a great many documents. From the moment you are brought into the deal you should create a contact list of all of the parties. Start with your client listing all of the people working on the transaction, with contact information, email, telephone (Office and mobile), mailing address, and contact information for their assistants. Then you should add the same information for their investment banker, accountants, and consultants and finally anyone at your firm working on the transaction. Then do the same for the other side. This list should be sent to everyone on the list.

Step 2: Organize Documents: You will be the point person on where all of the documents for this transaction are maintained and the status of each document. Requests will go out seeking information from the other side and your attorney will receive similar requests. This is called due diligence. The due diligence process is worthy of its own article. You will be responsible for making sure that the documents requested are gathered and organized. You may also be responsible for making sure that requested documents are received. On both sides of the transaction you will need to know the location of the document when it was received or sent. Additionally, there will be documents that are drafted for the transaction. You will need to know who is responsible for drafting each documents, when it is due and as drafts are created and comments received the status of each document.

Step 3: Just the Facts: While the attorneys will know the facts of the transaction, you should become totally versed on the facts of the companies involved. What state were the companies formed in and when? Are there any shareholder agreements in place? If they are public companies when were their most recent filings with the SEC. Are there any major litigations pending? Much of this information will be produced in the due diligence process so as you receive the documents or produce the documents take time to become familiar with them.

Step 4: Do Not Give Originals to Anyone: If you have original documents make sure that they are kept separately and have copies made for production to the other side and for providing information to the people working on your side of the transaction.

Step 5: Retrieving Information: Depending on your attorney you may be asked to search for documents on electronic data bases. Documents you might be asked to retrieve are SEC filings, state filings etc. Make sure you determine the time period requested, the name of the entities (making sure to check if there have been name changes). You may also be asked to review corporate minutes looking for particular actions of the board.

Step 6: The Closing: If you have maintained a good organizational process the Closing will be a snap. As you get close to the Closing, documents will start to be finalized. You need to make certain that you have the final version of all documents in a separate folder. A few days prior to the closing you will be asked to prepare the execution pages and get the signatures ready for the closing. You should have in place a checklist of all of the documents that will be exchanged at the closing and who needs to have signed execution pages.

Step 7: Post Closing: Once the transaction is closed your work is not over. Both sides need to receive closing binders. Binders use to be bound volumes of all of the executed documents, along with the contact lists. Today your firm may prefer to put together pdf versions but in any event if you have maintained your organization throughout the transaction this should not be very complicated.


Sharon M. Davison is a partner at Sabharwal Globus & Lim LLP. Her expertise covers all aspects of the broker-dealer industry beginning with decisions on forming a broker-dealer and all issues related to the business. She provides advice on among other things: agreements with customers and others, underwriting, distribution, private placement and finders, compensation arrangements, trading issues, compliance with Federal securities rules and self-regulators. Ms. Davison has more than 25 years of experience in dealing with broker-dealer and investment managers.

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