1st Legal Integration Charter

  Day 1 Mandatories & Critical Activities

Mandatories:

  • Provide 100% operational legal support to all businesses and functions.
  • Ensure Legal Staff are in place and 100% ready to go on Day 1.

Critical Activities:

  • Advise on third-party agreements implicated by the merger.
  • Identify operational restrictions from contractual obligations.
  • Update Corporate Delegation of Authority.
  • Support changes to corporate structure, entities, and business names.

  Issues & Risks

  • Delayed communication from business functions on legal obligations.
  • Inadequate resourcing for commercial issues and contract terminations.
  • Lack of support for the combined scale of the businesses.
  • Internal Audit must be ready for Q1 work to support 10-Q filing.

  Key Integration Objectives

Legal Support & Structure

Legal support team structure set and 100% populated by Day 1. Bring Acquired Co. staff into Acquirer systems.

Internal Audit

Revised internal audit work plans developed and ready to be implemented for Q1.

Records System

Develop an updated combined records retention and management system.

Contracts & Litigation

Synchronize contracts, key legal "forms", and litigation processes.

Cost Baseline

Determine cost baseline for both companies and drive savings through integration.

Travel Programs

Review travel programs for synergies.

  Cross-Team Dependencies

  • Need quick input on office closure/relocation plans.
  • Need early/ongoing visibility into business and function integration plans.
  • Work closely with leaders of business.
  • Work with Tax on corporate structure/entity name change plans.

  Other Team Members

Team Member Role/Deliverable % Time Commitment
Acquirer Applications 10%
Acquired Co. Internal Audit – financial analysis support 10%
Acquirer Internal Audit 10%

2nd Legal Integration Charter

  Integration Objectives by Timeline

Pre-Close/Planning: Review existing contracts and understand Acquired Co.'s network of legal counsel.

Day One: Move contract reviews to Acquirer.

Day 30+: Move pricing models into sales operations and evaluate outside US legal counsel.

  In Scope

  • Corporate Governance
  • Ethics & Compliance
  • Intellectual Property
  • Disputes & Litigation
  • Agreements & Contracts
  • Legal Entity Management
  • Environmental
  • Transaction & Deal Support
  • Policies and Procedures

  Workstream

Executive: [TBD]

Leads: [TBD]

Extended Team Members: [TBD]

Advisors: [TBD]

  Key Dependencies

  • Security & Compliance
  • Information security compliance
  • Office leases (Finance)

  Additional Key Integration Objectives

Understand Current Legal Process

  • Identify current way of working and areas of use.
  • Establish future support model.
  • Develop communication plan.

Mitigate Risk & Support Integration

  • Provide advice relating to critical suppliers and leases.
  • Provide advice on product integration into sales processes.
  • Comply with applicable laws, including local IP assignment obligations.

Support Growth in New Technology

  • Support initiatives for technology collaborations and partnerships.
  • Introduce R&D teams to IP strategy and process.

Optimize Corporate Structure

  • Review company structure with Tax and consider options to optimize.

  Risks & Mitigation Plan

Risk: Transition of legal duties around immigration.
Mitigation: Retention of current team (for some time, then examine other options).

Risk: Acquired Co. not in compliance with GDPR.
Mitigation: Develop a compliance playbook.

  Out of Scope / Deferred

Items deferred past 180+ days are to be determined.

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