The ink on the merger agreements has dried, and the real work begins. For general counsels (GCs), the post-merger landscape presents a unique set of challenges and opportunities that require immediate attention to ensure seamless integration and operational efficiency. Here’s a comprehensive look at the essential tasks for law departments once the deal is finalized.

Secure the Contracts

First and foremost, shoring up contracts is crucial. Scott Naturman, an M&A partner at Hughes Hubbard & Reed LLP, highlights the necessity of solidifying employment and intellectual property agreements, particularly when a larger company acquires a smaller one. Small entities may lack robust regulatory compliance, which can lead to significant contractual deficiencies that need urgent rectification.

Optimize the Interim Period

In deals with delayed closings, GCs are presented with a golden opportunity to prepare the groundwork. Naturman advises using this time to secure commitments from key employees and address any intellectual property issues. This proactive approach ensures that once the merger is officially closed, the integration can proceed without delay.

Streamline the Organization

Post-merger, updating the organizational chart is more than a clerical task; it's a strategic necessity. Kariem Abdellatif from Mercator by Citco suggests that law departments should evaluate the newly formed corporate structure for potential consolidation, especially in geographically overlapping entities. This can lead to significant cost savings and more streamlined operations.

Maintain Rigorous Compliance and Oversight

Mergers often lead to complex corporate structures that can spiral out of control if not carefully managed. Abdellatif warns that dormant or redundant entities, if ignored, can morph into compliance nightmares. Regular reviews and clear ownership assignments are vital to prevent these hidden risks from becoming major liabilities.

Implement a Robust Calendaring System

With new entities under the corporate umbrella, keeping track of multiple new deadlines is critical. From regulatory submissions to contract renewals, a detailed calendaring system helps avoid oversights that could jeopardize the newly merged organization's legal standing or operational efficiency.

Leverage Technology for Integration

Integrating technology systems post-merger is not just about maintaining continuity; it's about enhancing operational efficiency. Abdellatif emphasizes the importance of adapting technology to fit the merged entity’s environment, turning it from a simple tool into a foundation for standardized processes and successful integration.

As law departments navigate these complex waters, the role of technology, thorough planning, and proactive management becomes clear. These steps not only mitigate risks but also pave the way for a successful merger integration, setting a solid foundation for future growth.

Stay tuned for our next article in this series, which will delve into the negotiation and closing strategies of modern mergers. Interested readers can also register for our upcoming webinar to explore these topics in detail.