THE BOURNE FIRM
Experienced on-demand general counsel for small to mid-sized companies not yet ready for full-time general counsel.
Contact : jon@thebournefirm.com ( 303.765.2436
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Are your ducks in a row?
When your company begins the process of being acquired by, or merged with, another company, be prepared for the resulting requests. Follow a few simple steps to help save time, avoid material misstatements and line up the ducks:
- Digital is delightful. Maintain all records in electronic form. That will help you save a huge amount time during due diligence (and avoid late nights in front of the scanner). It will make your life easier in the interim, too. But be certain your data is secure.
- Integration is important. Integrate your data to eliminate duplication, if feasible, and make a simple matrix of where to find it. This not only will expedite due diligence in mergers and acquisitions. It will reduce the cost of discovery in disputes. And it will help you avoid the jail time that may result from illegal document destruction.
- Corporate governance is a key. Corporate governance reduces real risk for acquirers and makes it easier for your company to open the door of opportunity. What does this mean? At a minimum, organizational documents (such as bylaws or an operating agreement); meetings (of the governing body such as the board or managers); minutes (to document the meetings and fulfillment of fiduciary duties); controls and audits (such as financial controls for, and audits of, books and records and an executive decision matrix); key policies, procedures and structures (including an employee handbook and, ideally, a corporate compliance program); and risk management (including how your company has addressed key risks).