Legal Integration

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The legal function’s role in enabling integration

The volume of legal work to be completed as part of a deal can be overwhelming. From initial due diligence to antitrust clearances, from intellectual property matters to employment law challenges, and from reviewing customer and vendor contracts and licensing agreements to preparing new ones, there is much to be done—many third parties and Legal professionals are often involved.

A Legal department can find it challenging to organize and prioritize efforts, quickly becoming a bottleneck to critical integration activities across the company. Prioritizing legal requirements and implementing disciplined project management are key success factors for the legal department in navigating transaction pitfalls.

Some things to remember when integrating Legal functions

Proactively manage cross-functional dependencies between Legal and other functions. Legal must strike a balance between establishing control to prevent inadvertent Legal, tax, and employment law exposure and providing timely guidance across the enterprise to allow for rapid execution of integration activities. Be sure there is a clear process for identifying and escalating Legal review of cross-enterprise integration activities and communications.

Understand what’s in and what’s out. It is critical to identify which tasks are owned by Legal versus Human Resources (e.g. managing employee severance and transitions), versus Communications (e.g. employee and external communications) versus Tax (e.g. Legal input on the entity structuring and potential impacts).

Examine Legal agreements and contracts early. Immediately inventory all agreements and contracts and focus on those with Change in Control (CIC) provisions, intellectual property (IP) ownership issues, or other priority contractual obligations. Thoughtful planning, review, renegotiation, termination, and execution of new agreements could save millions.

Work with resources in your local markets. The more globally dispersed your operations, the more you will need to depend on local legal and regulatory advisors to deliver on your plans.

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Paul Hollinger

Principal, PwC US

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