Automation of data exchange cuts time, delivers information in real time
By Jennifer Brown
Category: Risk Management
Department size: Large
Company: BMO Financial Group
This may sound familiar to many large organizations: Each month, you exchange important data between business units on Excel spreadsheets, but you never fully capture the data in a way that can benefit the organization in real time.
At BMO Financial Group, the bank’s litigation group was doing this kind of exercise with the bank’s operational risk group on a monthly basis. The exercise was time consuming, had the potential for human error and required many, many steps.
The litigation practice management group is a group within the bank’s legal and compliance group comprised of litigation lawyers supporting different areas of the bank’s business. It was created to ensure that best practices and processes for litigation risk management were adopted uniformly across the company.
The litigation group feeds data about losses through to the operational risk group at BMO. On both ends of the process, they have technology that’s owned and managed by different groups at BMO.
“For a long time, we had a process where we would take data from one system and pass it in a spreadsheet format to people who owned the other system and then they would map it into their system,” says Jane Waechter, associate general counsel and head of the litigation practice group at BMO Financial Group. “So we decided we should have those two systems speak directly to each other and take out all the manual process.”
For this initiative, the LPMG working with BMO’s operational risk group took the largely manual monthly process of reporting risk events on spreadsheets, which involved multiple groups across the bank, and transformed it into an automated, real-time activity.
This was achieved by integrating existing technologies — the legal group’s case management tool and the risk group’s database of operational loss events, one of which would be litigation losses.
“We partnered with our technology group and allowed a direct feed of information from the litigation tool into the risk tool without any manual intervention,” says Waechter.
Considered a “highly complex integration,” the benefits of the process improvement are considered significant. The result has been more efficient and timely reporting of legal risk events to risk — continuous, real-time, information flow to risk ensures that the most current and timely information about risk events is being used.
Prior to the automation project, a significant amount of lawyer and paralegal time was spent preparing and reviewing monthly spreadsheets and then directing and responding to questions from risk. Similarly, when risk received the monthly spreadsheet, considerable time was spent transferring data from the spreadsheet to the risk system. The automation has reduced the internal resources required to deliver risk event data to the risk group, as well as greatly reduced the churn that previously followed the delivery of data.
“Basically, we’re reporting our loss events in real time to risk instead of a time delay of more than a month,” says Waechter. “We’ve found between the two groups of legal and risk we’ve eliminated 276 hours of person time per year, and in the legal group alone we have 50 per cent fewer steps to take to do this reporting every month, and we found our email traffic has gone down by 50 per cent between the two groups each month. So we’re thrilled the systems are doing what they are best at and we are doing what we’re best at.”
Now, the data offers greater transparency to risk about the legal risks in the bank’s lines of business, improves risk’s reporting to management and furthers BMO’s ability to provide accurate and timely reporting to regulators.
There is also a lower risk of human error because of the increased accuracy of risk events as a result of safeguards built into the legal group and risk operating systems.
Additionally, the safeguards either prohibit inconsistent information about risk events, ensuring the accuracy of the enterprise’s risk events, or will flag items that appear to be inconsistent so they can be resolved immediately.
Keeping risk event data in the legal group’s system allows them to analyze the data differently and identify trends, which further enhances the systems risk management capabilities.
This innovation provides the legal group with better data analytics to enhance risk management discussions with its stakeholders.
In addition, better analytics are now available to the Legal Group for assessing both short- and long-term trends.
Gaining trust, tackling risk and adding commercial value
By Jennifer Brown
Category: Risk Management
Department size: Small
Company: Golder Associates Ltd.
During the continued downturn in the oil and gas and mining industries, it was important for Golder Associates Ltd., a global engineering company focused in the energy sector, to manage risk across the board and still remain competitive.
Building on its “Making Legal Services Better” campaign, the legal team under the leadership of Canadian general counsel Tony Linardi embarked upon phase two of its initiative.
“By being involved at the earliest stage of a business opportunity, we’re better able to help the operations team assess the real risk involved in a project and develop an execution plan,” says Linardi, GC, corporate secretary and principal in Canada, overseeing teams in Vancouver, Calgary and Mississauga.
All levels of the company agreed that risk management was the key vehicle for the legal team to add commercial value to the bottom line. This was done by building trust and targeting high-value legal assistance associated with “Project Risk.”
“As a consulting engineering firm, with thousands of design and construction projects around the globe, managing project risk is key to our survival,” says Linardi.
The development of a structured Project Risk Committee approval process was required, but to create an efficient model to work for a company where a $1,000 concrete testing project in Canada could create the same or more liability as a $25-million solid waste landfill project in Africa was a challenge.
A system was created that did not just rely on the typical dollar value for thresholds. Instead, a qualitative approach was taken so that the PRC would be triggered by real risk, not an arbitrary dollar value. Approximately 25 PRC distinct triggers were finalized of actual risk factors (scope of service, complexity of the project, geographic location, contract terms, technology use, etc.).
Alyse Wilkinson, team leader, senior contract specialist, and Mary Wharton, executive assistant, were the “stars” of the program, says Linardi. Wilkinson took on the initiative to ensure that the principals and associates who were used to “calling their own shots” understood that this was an evolution of the risk management program.
“She rolled up her sleeves to fill the ‘execution gap’ that existed between the design and implementation of the process,” says Linardi.
Working through the applicable trigger(s) with project teams to determine how to best mitigate risk, increase profit and present to the PRC, Wilkinson modified the templates and process and developed frequently asked questions and training components to help focus on key objectives. She found ways to fill the gap between management and operations and streamlined the process so that items could be approved by email and projects unlikely to succeed could be abandoned at an early stage, saving proposal costs and effort. She then worked with each individual legal team member to ensure they knew the process, before it was rolled out to their regions.
Wharton developed a reporting system of conditions not only for approvals but also for monitoring compliance with the conditions that the PRC had set. Even if a project was approved, it wasn’t carte blanche; the proposal may have conditions or the project may have monitoring obligations during execution.
The implementation and revisions to the process led by Wilkinson and Wharton not only manage risk but also save the company money by having Golder focus on pursuits that are likely to be more profitable. An additional piece was the integration of this process directly into the sales funnel.
In addition to the PRC, the team targeted finance, human resources, claims management, real estate and procurement to see if legal could help manage some of the risk in their groups.
Finance and collections
“Daily Sales Outstanding” is a key cost to many businesses. Legal usually doesn’t get involved until a large claim arises for non-payment. Wilkinson contacted more than 100 of the company’s largest DSO offenders and created a “hit list.” Within three weeks of initial contact, $4 million of the $11 million of revenue stuck in overdue DSO was back in Golder’s pockets. Thereafter, a joint finance-legal team working group was developed. The new automated process gives the legal team weekly cash flow reports, with insights into overdue accounts, in order to have the right team member assist with the collection. Now, due diligence is performed at an earlier stage and the project team works with legal and finance so that viable collections are handled internally, with only the outliers going to an external collections group. The process has now been implemented across North America.
Nicole Clark, senior legal counsel, was charged with making the corporate services teams feel as though they weren’t an afterthought when it came to obtaining help from the legal group. The biggest impact was in the relationship with human resources. With the decline in oil prices and mining, significant restructuring occurred, including more than 400 terminations in a short period of time. Working with HR, looking at available transitions and performance improvement plans, she found a working formula to balance Golder’s obligations with the demands of employees. An intake form, combined with a unique severance calculator, allowed for proper discussions to occur. Clark’s handling of all employment-related disputes created a streamlined and consistent process, which resulted in less than one per cent of restructuring events commencing any litigation.
Fiona O’Brien, national insurance co-ordinator, and Linardi determined a Risk Management Information System would greatly increase efficiencies in handling litigation events, and they selected a software product for Canada that could be scaled globally — Riskonnect. The potential of this software was so significant that the global leadership determined that an RMIS would be required globally and initiated a global procurement process. O’Brien is now leading the implementation globally, with Sheryl Marzzarella, general counsel, global.
Joan Didriksen, national leader, real estate, and Linardi initiated a process to streamline real estate assistance to more than 100 locations.
“We have a clear schedule, going decades out, of when leases are expiring and the appropriate steps that need to be taken years in advance. This gives us insight into future costs well in advance and helps reduce costs by centralization,” says Linardi.
All leasing matters are being outsourced under an alternative fee arrangement with an external law firm, which has freed up one full legal counsel position.
“This innovative alternative fee structure has a built-in ‘is it working for both of us’ review component and has been a true and honest win-win for Golder and the law firm. This entire process has been so successful that Paul Cohen, general counsel-U.S., has expressed an interest in expanding it south of the border,” says Linardi.
With the decline in oil and gas, Lisa Yellin, legal counsel, and Andrew Palmer, contracts specialist, have had to work hard to keep the company’s internal clients’ trust in Alberta, and find that balance between commercial risk and legal risk. Through team integration and use of risk registers that now include a column for how contractual risk could be mitigated though project execution, the team was able to push back when revenue was a key driver and successfully negotiated several master services agreements with national clients in a manner that drove revenue while managing risk in a declining and competitive market. By collaborating with the project team and helping them understand that they can reduce contractual risk of specific terms through project planning and execution, they have helped to position the legal team as a strategic business partner. This new type of risk register is an easy way for the company’s consultants to be reminded of how to execute their projects to mitigate risk factors that the company was not able to remove in the contract negotiation.
Many of the initiatives will become the standard across Canada and the U.S., and some will be the new standard globally.
“The result is a more engaged legal team that is trusted and accepted more by the operations group,” says Lindardi.
“Using technology, using innovative thinking, and applying what we know in the legal sphere to what business we run, that’s what pushes innovation in our legal depatment.”
Rolling out enterprise risk management in health-care setting
By Jennifer Brown
Category: Risk Management
Department size: Small, public sector
Organization: Cancer Care Ontario
Faced with evolving challenges in the health-care industry driven by shifting demographics, complex patient needs and fiscal constraints, Erica Zarkovich, general counsel, chief privacy officer and corporate secretary at Cancer Care Ontario, decided it was time for an organization-wide enterprise risk management program focused on effective risk management and risk intelligence.
The program, which was launched in 2015, has already shown significant progress. Open discussions with staff are encouraged in an effort to proactively identify risks and opportunities and to focus staff on risk intelligent thinking. The process is integrated into the organization’s day-to-day operations.
Focusing on starting dialogues and creating simple processes has promoted big-picture thinking and minimized the apprehension around complex models and methodologies normally associated with ERM.
A consultative approach is used to work with each of CCO’s many lines of business, focusing on their unique governance structures and risk profiles. Recognizing that one size does not fit all is an essential outlook required to effectively integrate ERM into existing operations.
CCO’s compliance program is similarly premised on the principles of ERM.
Learning by doing
After providing a high-level introduction to ERM across the organization, the focus has quickly shifted to a more hands-on approach. Individualized workshops in small group settings allow teams to identify and mitigate their most pressing risks. Once they have tackled these challenges in a facilitated workshop, they are better equipped to use ERM as a tool in their daily operations.
While the program promotes collaboration at all levels, a critical program development has been the formation of a risk committee comprised of directors and senior managers from across CCO. The risk committee provides a venue to openly discuss and triage risks.
Tone at the top
Partnerships with senior management and the board are key components of the program. Significant risks identified at the committee level are brought to the executive team and board of directors, who provide valuable insight in their areas of expertise. These dynamic and flexible cornerstones have been instrumental to the program’s achievements, promoting a cultural shift and readying the organization to effectively deal with the challenges facing Ontario’s health-care system.
Although CCO’s legal department is not new to risk management, 2015 marked the launch of a full risk management program, which resides in the legal department. Prior to this, risk management had been a reporting exercise without a true mechanism to prioritize or escalate risks, allow for open discussion or utilize the concept of risk management in decision-making and operational processes. The new ERM framework focuses on adding value through the integration of ERM at all levels of the hierarchy to ensure that information related to risks flows vertically and horizontally throughout the organizational structure.
Whereas previous attempts at ERM focused primarily on reporting and filling in templates, the newly launched ERM program is fully dependent on organization-wide collaboration and co-ordination. Formal discussions are held with directors, vice presidents and board members to allow risks to be properly escalated and mitigation strategies implemented and monitored.
“Our board has become particularly engaged in this topic and has provided significant praise for the quality of work generated by the ERM team,” said Jenna Lasky, group manager of enterprise risk, who nominated Zarkovich for the award.
“The progress made with respect to integrating ERM across CCO is also readily apparent in the quality of discussions occurring and in the risks now being identified,” Lasky said. “Whereas previously our organization’s discussion on risk was related only to risks within our span of control, it has now expanded to include those impacting Ontario’s health system at large.
“As a result, we are now able to identify and provide discussion to the Ministry of Health and Long-Term Care on these broader system risks and act as a key partner in supplying the information required to better support risk management across the province.”
Grabbing hold of the power in data
By Jennifer Brown
Category: Tomorrow’s Leader
Department size: Large
Company: TD Bank
For both small and large organizations, understanding how to use data to better inform future decisions is an ongoing challenge. It’s there to be made use of, but many legal departments have yet to embrace the rewards data can deliver.
“I’m a bit of a data person. I was an investment banker before I was a lawyer so, for me, we do a lot of repeatable transactions and there’s a real opportunity if you’re able to generate the data to actually have a better sense of what you’re doing or how you’re spending with your external law firm partners,” says Brooke Hales, senior counsel at TD Bank in the corporate and treasury groups. “Sometimes, I think there is a bit of hesitancy to use the data, but there is a lot of power in the data if you’re willing to harness it.”
Hales recently undertook an initiative at TD Bank that involved rationalizing all external law firm billings for the group she represents and setting up a system to track deal costs and pricing systematically. This will enable TD to manage its external legal spend in a more organized manner and make smart pricing decisions.
She has also led a number of innovative transactions for TD including its first subordinated debt public offering into the United States. Having come into the in-house group at TD just two years ago, her nominators indicate these are great accomplishments.
“These are skills that one would typically see in counsel with many more years of in-house experience,” said Wendi Locke, partner at McCarthy Tétrault LLP, who nominated Hales.
A former investment banker with Goldman Sachs, Hales holds a law degree and an economics degree from Harvard University.
She is called to the bar in New York, Connecticut and Ontario, having passed the U.S. bar exams based on her own initiative.
“Having worked at a Bay Street firm then at TD for eight years and managed the same legal team where Brooke works, I can sincerely say that Brooke is the most insightful, intelligent and analytical young lawyer I have worked with,” said Jennifer Lee, vice president with TD Bank, one of three individuals who nominated Hales.
“Hales has negotiated innovative flat fee arrangements and completely reorganized the way the team processes bills per transaction, allowing the team to better see and understand billing trends and manage expenses,” said Lee. “For example, Brooke’s billing project resulted in the closure or consolidation of close to 10 ‘general matter’ files, pushing billing to be more accurately bucketed and fees ultimately reduced. In other cases, Brooke has negotiated per transaction spend reduction of more than 10 per cent per transaction.”
Hales says at the beginning it was about “changing habits” — originally there was billing to just the general matter buckets Lee referred to. “We would open individual matters for each issuance that we did, so it’s a little bit more work upfront, but by doing this, we were able to generate the type of data we needed to see exactly how much we spent on each type of issuance and was it more in certain jurisdictions? And was there a reduction as we did more of the same type of issuance going forward?” she says.
“The result is that we have a much clearer picture of our external counsel spend, so we’re able to tell by issuance what we spend with various firms and look for opportunities to reduce that,” she says.
Hales has been working in-house for five years and was called to the bar in 2010. She is also a member of Women in Capital Markets, sits on the paraprofessionals committee at TD and is involved in TD’s United Way fundraising efforts.
Enbridge team leverages project management in Canada’s biggest deal
By Jennifer Brown
Category: In-house Dealmakers
Department size: Large
Company: Enbridge Inc.
In a mega-deal involving large assets in Canada and the United States, the cross-border issuance of shares and shareholder meetings in both countries, the internal legal team at Enbridge Inc. put its best internal talent and project management processes to work in its acquisition of Spectra Energy.
In September 2016, Enbridge announced that it had entered into a definitive merger agreement with Spectra Energy Corp. It was completed on Feb. 27, 2017, and the combination created the largest energy infrastructure company in North America with an enterprise value of $165 billion. It is considered the largest ever acquisition by a Canadian company.
From the start of the transaction, Enbridge’s in-house department designed a process for handling legal work that maximized efficiency and confidentiality. Threshold legal issues, including those related to debt instruments, regulatory matters and transaction financing, were handled by David Robottom, the then-executive vice president and chief legal officer general counsel. Robottom retired during the pendency of the transaction and tragically passed away May 28.
Robottom was aided by an internal legal team led by senior legal counsel Jim Bell. The team also worked with longtime Enbridge external firms McCarthy Tétrault LLP and Sullivan & Cromwell LLP. The focus on maximizing use of internal legal resources continued throughout the transaction, including after Robottom’s retirement under the leadership of Tom Schwartz and Bob Rooney.
“We were able to get to closing in less than six months despite having supplementary requests from the competition bureau as well as from the FTC in the United States and got through the transaction without any material litigation as a result,” says Schwartz, vice president and general counsel. “We worked with our external counsel to obtain their critical support while remaining within budget despite the aggressive timeline put in front of us.”
Bell says that, in addition to bringing together their external counsel, they utilized the best of their internal legal team.
“The Enbridge legal project team managed the transaction within the context of the overall project management structure that was led by the corporate development department. David Robottom, who was EVP, general counsel at the time, established a small team that represented diverse skills, genders and geographies across Enbridge,” says Bell.
Lori Cornwall, associate general counsel in the gas distribution department in Toronto, had experience as an anti-trust lawyer and was selected to handle cross-border regulatory approvals with the competition bureau and Federal Trade Commission in the U.S.
“We built on various project management techniques we developed over the last couple of years. We had regular project meetings with status reports and each member of the team reported on his or her stream and invited external counsel to make sure we had an intergraded approach,” says Bell. “Our new colleagues from Spectra also worked with us to achieve a tremendous result in quick time.”
The deal positions both companies for growth in a time of lower commodity prices and greater regulatory burdens.
“Through Enbridge’s effective use of internal legal resources, the direct savings on due diligence, regulatory matters and the analysis of legal and contractual issues was undoubtedly at least several million dollars,” said Joseph Frumkin, managing partner, mergers and acquisitions at Sullivan and Cromwell. “In addition, the longer-term economic benefits from the structuring of and decisions made by an effective, deeply involved internal legal team should over time be multiples of the direct cost savings.”
“We have never seen such an integrated approach linking the respective expertise of in-house and external counsel. There is no stronger evidence of this than the fact that the transaction, the largest acquisition by a Canadian company ever, completed all regulatory approval processes and closed in less than six months following its announcement,” said John S. Osler, partner and chief community officer with McCarthy Tétrault LLP based in Calgary, who also nominated Enbridge for the award. He noted that the estimated savings the organization realized as a result of the in-house department taking a lead role was “in excess of $1 million.”
Leading Canopy Growth’s deal strategy
By Jennifer Brown
Category: In-house Dealmakers
Company: Canopy Growth Corp.
In a small town about 40 minutes outside Ottawa, Phil Shaer has been putting together some of the biggest deals in the high-stakes world of the cannabis industry.
The publicly traded Canopy Growth Corp., formerly Tweed Marijuana Inc., operates, somewhat ironically, out of 1 Hershey Drive in Smiths Falls, Ont. As renovations take place to expand the operation for cannabis production, some elements of the former chocolate factory, such as a big Hershey sign in a meeting room, remain.
Canopy is worth about $1 billion and the former production facility has more than half a million square feet of indoor and greenhouse production capacity.
Shaer has been the GC and vice president of human resources at the company that has had one of the busiest deal pipelines in the past 12 months. It has been a time of unprecedented growth and activity for both Canopy and the marijuana industry in Canada. As Shaer reflects on often, the company is taking what was once an illegal substance into the mainstream of Canadian society.
In 2016, Canopy had a groundbreaking year of deal making, led by Shaer and his small internal legal team that consists of Cailey Greenberg and Donald Henderson, both of whom came through acquisition of other cannabis companies.
“Overall, the philosophy is if we can do it in-house, that’s the deal,” says Shaer. “We need to be super-nimble, in part because the law isn’t figured out and to be honest, it’s a bit of the Wild West. Add to that the fact this company and the whole cannabis space is helping to drive a societal change. How often do you get a chance to be involved in that?”
Shaer says the challenge is thinking of different ways of getting to capacity whether it’s joint ventures or offtake agreements — he says it’s a matter of always thinking of another way to get the deal done while also keeping an eye on what competitors are doing. “Canopy is the front-runner, so it’s about staying the front-runner,” he says. “Obviously, costs are an issue; we are, not withstanding being worth over $1 billion, essentially still a startup, which sounds crazy, but it’s true. But the way I look at things and the way my team looks at it is where we add the biggest value is that we understand this business.”
Two deals in particular highlight a year of growth for the company. On Jan. 31, Canopy completed the acquisition of Mettrum Health Corp. — its biggest competitor — for $430 million. The acquisition made Canopy one of the largest producers of marijuana in the world.
“The biggest issue in our space right now is capacity, so a huge way of improving that is acquisition. We wanted their existing patients,” explains Shaer.
On June 28, 2016, Canopy announced the closing of a joint venture agreement with São Paulo-based Entourage Phytolab S.A. This saw Canopy’s wholly-owned subsidiary Bedrocan Canada Inc., Bedrocan International BV and local Brazilian partners create a new company called Bedrocan Brazil S.A. to facilitate the importation of Bedrocan’s proprietary standardized cannabis varieties into the Brazilian market. It was an international joint venture that brings Bedrocan’s cannabis genetics to patients in a market with a population in excess of 200 million.
“We move fast. The pace here is like nothing I’ve ever experienced in my career,” says Shaer. “The way my team approaches these deals is we’re adding the business sense to it. We know the business concerns we have about an acquisition and know what we want to get in terms of ROI. Are we doing the heavy lifting around drafting of the documents? No, we’re relying on the LaBarge Weinsteins, Cassels Brock and Bennett Joneses of the world to do those types of things. But we are making sure the business parts of the deal make sense.”
Through the involvement of the in-house team in each of the deals, “tens of thousands in billings were saved,” but it also ensured the in-house team could focus on the business and people side of the transactions — resulting in earlier and easier post-closing integration of acquired assets and resources.
Putting the right spin on the art of the deal
By Jennifer Brown
Category: Working with External Counsel
Department size: Small
Company: Spin Master Corp.
If you were a kid in the 1960s or you have children today, you’ll know the toy brands of Spin Master Corp., a Canadian company that has been in serial acquisition mode in the last few years.
With well-known brands such as Etch A Sketch, Meccano, Air Hogs, Hatchimals and PAW Patrol, Spin Master has grown from a single product toy company into a global and diversified multi-media children’s entertainment company.
From its original three-person operation, it has expanded to employ more than 1,000 people globally, with a catalogue of toy and children’s entertainment brands that are recognized around the globe.
In May 2016, Spin Master completed its acquisition of Sago Sago Toys Inc. (Sago Mini), Toca Boca AB and Toca Boca Inc. (together, Toca Boca) from the Sweden-based Bonnier Group. Toca Boca is one of the top children’s app companies in the world with five of the top 10 apps on the iTunes store and 15 million unique visitors a month.
“These opportunities don’t come around very often and in our industry we’re seeing more and more kids migrate to digital media and the online world and mobile applications,” says Spin Master’s general counsel and executive vice president, Christopher Harrs. “We felt as a company it was very important to grab on to this and we acted quickly to seize the opportunity. As our CEO loves to say, time kills deals and that’s the mantra we operate under.”
Spin Master had never purchased or done diligence on what is essentially a software company. “We needed to lean on our external counsel at Torkin Manes as to what to look for in due diligence on software such as looking at bugs, at where it’s hosted and a raft of other risk analysis issues we were not used to looking at,” Harrs says.
The deal was noteworthy for its complexity and the speed at which it was negotiated and completed, which lawyers at Torkin Manes say is attributed to Harr’s approach. A deal that would usually take three months to finalize was completed in three weeks. “We felt we needed to act quickly if we were going to obtain the prize,” says Harrs.
Spin Master’s ability to meet the Bonnier Group’s strict timelines was a critical factor in its successful pitch for the company.
The company has completed five acquisitions since its IPO in July 2015. Given the volume of deals, it is critical that Harrs and his four-person legal department develop efficiencies.
“One of the problems of doing a deal quickly is due diligence always takes up a considerable amount of time. This time we negotiated the long-form agreement in tandem with the due diligence and created an acquisition/due diligence team early on,” he says. “There has to be a degree of comfort and trust and Torkin Manes and Jeff Cohen have been outside counsel from the beginning. Jeff picks the right team to staff our deals. It makes it easier to allow them to move issues forward.”
Spin Master also contracted with KPMG to do a “deep dive” into the financials and look at an appropriate working capital number to assume on closing.
Pillsbury LLP was U.S. outside counsel to Spin Master as was Phillips Nizer LLP. DLA Piper LLP was on for the Bonnier Group.
“The reason this deal went so quickly was to have external expertise right off the bat helping us do all the vetting and negotiation and due diligence as required. I’m not shopping around for external counsel,” says Harrs.
Harrs has also fine-tuned the due diligence process within the legal department. Co-operating seamlessly with the company’s 10-to-15-person due diligence team, the company’s in-house and external lawyers are able to review a transaction and identify any liability issues quickly with precision. As the lawyers are engaged early in the process, they are able to simultaneously perform due diligence while drafting and negotiating a purchase agreement that reflects that due diligence “in real time.”
The value of both of these measures was demonstrated during the Sago Mini and Toca Boca acquisition. The deal involved an extremely tight time frame and multiple jurisdictions, it also presented a challenge in the form of evaluating the business model and value of three separate yet integrated corporate entities engaged in a new-economy business.