The Wide World of Mergers and Acquisitions (M&A)
Businesses get bought and sold in a lot of ways, and the legal needs of the parties can vary substantially from deal to deal. Contrast, for example, the needs of a key employee purchasing the small business she has worked at for years and wants to continue managing day-to -day, with those of a private equity owned business purchasing a company in a distant city to kick off a new geographical territory. Assuming a single buyer and seller on each side of each of these transactions, that’s four parties with four very different sets of legal needs. Our challenge in designing a fixed fee M&A legal service program is how to develop a reliable and sustainable fixed fee system that appropriately meets the needs of the diverse range of parties doing transactions in the $500K - $15M range.
Developing the Fixed Fee
We’ve discussed our careful adherence to evaluation and planning. In those steps we:
- Design the entire transaction process, tailoring it to the needs and expectations of the party and account for foreseeable complications.
-Establish the timeline and the responsibilities of Stock Legal and the client.
-Create automation that allows the client to enter data directly into our system.
-Determine the complicating factors (read – anticipated variables) expected based on the information provided initially that would require special expertise.
- Determine the full scope of work, expected closing, priorities, and lead times.
These steps set the path for us, and once we have agreement on the plan, we can set a schedule of services and transaction phase prices that fairly reflect the work being done.
Getting The Deal Done (on a fixed fee)
Once the evaluation and planning are done, and we have determined that a deal is appropriate for a fixed fee arrangement, it’s time to think about getting the deal done. Agreeing to do something for a set price is one thing -- establishing fixed pricing as a sustainable business model is another. Once a fee schedule is agreed, we must get the work done in a way that meets client expectations and is sustainable for the firm.
Our fixed fee program is founded on the efficient use of the appropriate resources to get the job done as expected in the time. Stock Legal brings a history of fixed fee project administration to this endeavor, giving us deep experience in the efficient execution and management of transactional legal work.
Our approach to execution and management involved careful and constant attention and constant improvement in document production and review, technology support and communication.
- Negotiating, drafting, and reviewing documents is the bread and butter of the lawyer’s work. With a good idea of what needs to be done, is the deal timeline, and what specialists need to be put on parts of the project, Stock Legal can execute on this in a way that maximizes client value by avoiding emergencies and bottlenecks.
- By embracing technology, we continuously streamlining communication, organization, and document creation and review. The technology platform also serves as the backbone of our communication workflows, facilitating workflow visibility and process awareness for stakeholders with fewer phone calls and emails, enhancing efficiency throughout the deal team.
- Where Stock Legal really differs is in communication, both internally and with the client and other parties.
Internally: We take a collaborative approach, where experienced M&A attorneys can quickly get up to speed and do the work necessary on a project without extensive spin-up and hand off time. Regardless of how we handle a project internally, clients always have one lawyer that is their point of contact. That lawyer will provide plain language answers to questions or concerns and regular status updates.
Deal flow: Regular contact with counsel for all parties ensure that the project stays on track and that potential problems and sticking points are identified early and addressed before they cause delays. These are also opportunities to coordinate collaborative work, documents that need to be executed, and project components requiring government consent and non-party actions.
Client: Periodic status reports updating clients on the status of the project ensure that the client is up to speed on the state of the transaction through a closing checklist, log-jams holding up moving the transaction forward, and walking through all tasks/creating action items for the deal team.
Make the Plan, Do the Plan
Once the Stock Legal Team has committed to do a project for a fixed fee, the responsibility is on us to get it done right, to get it done on time, and to get it done at the fixed fee while ensuring quality and good communication. Planning and experience give us the foresight to assess a project and anticipate bumps in the road. Efficiency, communication, and a really awesome team enable us to confidently and accurately carry out the plan.
Up Soon – How fixed fee M&A works Part 3 - Setting the Fee