Canadian Lawyer InHouse

19 CANADIANLAWYERMAG.COM/INHOUSE MAY/JUNE 2019 GETTINGSTARTED Of course, a key step in the due diligence process is to discuss how the work should be approached, says Chris Fowles, managing partner of Torys LLP's Halifax office, established in 2014 as the firm's Legal Services Centre. There are 12 lawyers and three paralegals doing work such as due diligence. "Due diligence is one of those things that differs by client and file and, unlike ongoing work, every transaction is a little bit differ - ent, but a good starting point is a discussion with the client around 'What is important to you as we look through these files? Do you want us to look at everything?' This is a risk assessment on their part — do we look at the top 50 supplier contracts or top 50 cli - ent contracts?" says Fowles. The assumption in the past, says Fowles, is that if the client wasn't asked that ques- tion and the external firm was given access to the data room, then the client would want everything reviewed. "That's not necessarily the smartest way of doing it and not necessarily what the cli - ent wants," he says. "That upfront discus- sion about the client and their objectives is really important. Having that context to bring to the reviewing team helps a lot as well in terms of where people put their ef- fort and what they think about as they are going through the review." Fowles says what AI does not do is bring judgment and context to the review pro- cess; however, it's very good at pointing out things for his team to look at based on what they tell it they are interested in. Another thing that has become a bigger focus is the management of the project and communications in terms of keeping people up to speed on the progress of the work. "The classic example is if you're not sure if it's going to be an asset transaction or a share transaction and whether that means you're looking at change of control or as - signment clauses," says Fowles. "There is also a project management aspect to it where you are assigning things for peo- ple to look at and you can track progress. If someone has gotten busy on something else, you can reassign other things to avoid bottle- necks and allocate work to other people." TRACKINGCOSTS Naturally, clients are also more focused on the cost of the due diligence process. Fowles says they ask for fixed fees or estimates. "They want to know when circumstances have changed that might change the fees and sometimes they want weekly reporting on where things are in terms of hours and time spent," he says. "Clients are quite focused on how much it's going to cost just to do the due diligence, never mind the transaction," says Fowles. "They may not end up being the preferred bidder and so it's valuable to know what they're getting. How much will it cost me to get to the next stage?" IH At Pallett Valo LLP we give you what you need, not what you don't. With our flexibility and the right expertise in a variety of business law areas, we provide you with a legal solution that is tailored to suit you – all without compromising service or quality. If you want legal representation that's just the right fit for you, try on our Right-sized Thinking®. 2019-20 TOP 10 O N TA R I O R E G I O N A L F I R M The Right Fit Matters Right-sized Thinking® • 1-800-323-3781 • pallettvalo.com Your Authority For: Business Law • Commercial Litigation • Commercial Real Estate Construction • Insolvency & Corporate Restructuring Employment & Labour • Wills, Estates & Trusts

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