RESTRUCTURING & TRANSACTION SUPPORT
TRANSACTIONS OFTEN HAVE A TREMENDOUS IMPACT ON LEGAL DEPARTMENTS AND THE SHEER VOLUME OF POST-M&A WORK CAN BE OVERWHELMING.
In addition to existing workloads, legal teams must deal with myriad stakeholders and prioritize efforts to avoid bottlenecks and delays to crucial integration activities across the company.
Successful restructurings and post-M&A integration require strong expertise in managing large volumes of contracts and other legal documents. Kalexius helps ease this pressure by taking over all integration-related legal work, from the review and remediation of legal documents en masse to IP matters, employment matters, entity management and more.
We typically deploy teams of seasoned lawyers supported by data analysts, legal project managers and state-of-the-art technology to ensure reliable outcomes at a reasonable price point. We spend time understanding and addressing issues around data quality and process optimization ahead of the project. The combination of high-end legal expertise and data analysis capabilities produces exception results for large organizations in restructuring and post M&A integration projects.
Our expertise covers all types of projects, including:
- Contract repaperings (e.g. novation projects);
- Post M&A contract due diligence
- Post M&A real estate due diligence
- Post M&A corporate due diligence
- Legal entity rationalization/reduction
‘WHAT’S NEXT?’ SHOULD ALWAYS HAVE A CLEAR AND ACTIONABLE ANSWER THROUGHOUT THE INTEGRATION PROCESS.
A lack of structure and coordination is the main obstacle to success, leading to high-impact miscues, delays and wasted resources.
Kalexius’ seasoned project management experts work with clients to develop a post-merger integration (PMI) checklist and a roadmap to success to ensure a seamless coordination of stakeholders, resources and activities from beginning to end.
Case studies
The client, a mid- and downstream oil company, had acquired a major competitor and needed assistance to manage the integration of its extensive network of service stations, which included 1,200+ locations in 42 countries. Pre-transaction due diligence had been patchy and questions remained especially around real estate title to these locations.
SOLUTION
We deployed a team of lawyers supported by data analysts and project managers. We collected data on all 1,200 locations from a variety of sources and analyzed the title to all of them (ownership, leases and other forms of usage). We engaged local counsel in dozens of jurisdictions to support our review under local law and coordinated their work to ensure consistent and reliable outcomes across the network. We identified a large number of issues, then devised and implemented a remediation plan for the client to secure its title to all locations.
OUTCOMES
- We reviewed title to 98%+ of all locations (no data could be retrieved on the remaining 2%) and remediated issues for a majority of them. The client could thus operate securely its new network.
KEY FACTORS
- Kalexius was given full access to the client's internal system and our project lead was fully associated with the internal integration management team, working from their own premises.
- We deployed our solid, practical approach to legal project management and thus avoided legal over-engineering, especially in terms of local counsel review.
A major tech company intended to effectuate a complex restructuring for tax purposes, and needed an in-depth understanding of the assets, liabilities and obligations of each of its 20+ domestic and international subsidiaries. Additionally, the company needed assistance with transferring assets and obligations as well as entity rationalization.
SOLUTION
Because of the lack of centralized management, we deployed a team with a diverse set of skills to coordinate with each of the subsidiaries’ management to develop descriptions of their respective assets, liabilities and obligations. We worked with company management to develop action plans for the transfer of assets, liabilities and obligations, as well as the dissolution of unnecessary entities.
OUTCOMES
Identifying some of the subsidiaries’ contractual restrictions saved the company from breaching its obligations under various contracts.
The project was completed much faster than the company could have done alone.
KEY FACTORS
Management gave us full access to the necessary stakeholders and encouraged them to be highly responsive.
The company allowed us to work from our systems and deploy our proprietary project management systems in order to achieve maximum productivity and efficiency.
We deployed our solid, practical approach to our legal project management. As a result, we avoided over-engineering and kept closely to our lawyers’ actual needs and understanding of project management.
The client needed to repaper 2000+ vendor agreements within a short period of time to reflect changes in its corporate structure. Given the context, the repapering exercise was expected to give rise to multiple renegotiation/update requests beyond the entity change.
SOLUTION
Kalexius deployed an onshore team of lawyers supported by project management consultants and offshore delivery support coordinators. We devised a playbook and procedures focusing on ensuring quality while minimizing full contract renegotiation requests.
OUTCOMES
- 80% agreements were repapered within the deadline, with the remainder being held up mostly by commercial/admin issues beyond our client’s control.
- Full or partial renegotiation requests were kept below 20%.
KEY FACTORS
- Kalexius was given full control over the contract negotiation process. This was subject to final approval and escalation mechanisms in relation to high business impact issues.
- The client allowed us to work from our systems and deploy our proprietary project management systems in order to achieve maximum productivity and efficiency.
- We deployed our solid, practical approach to our legal project management. As a result, we avoided over-engineering and kept closely to our lawyers’ actual needs and understanding of project management.
