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ThE PRAIRIES T TDS SPINS OFF BUSINESS ARM regional wrap-up hompson Dorfman Sweatman LLP is going into business for itself — and small and medium-sized corporate clients. The Winnipeg-based law firm has helped launch Acumen Corporate Development Inc., a spinoff company that provides the expertise and resources to help firms with less than $50 million in annual sales make acquisitions, divestitures, or other strategically aggressive moves. The TDS affiliate — the 70-lawyer firm holds a 40-per-cent stake in it — is headed up by Anita Wortzman, a veteran of more than 10 years in the mergers and acquisitions game. She pitched the idea to TDS after identifying a corporate development gap for small to medium-sized enterprises. She says large companies can afford to have a separate division and people geared specifically towards growth, smaller companies can't. "If a company is ticking along and doing well and then wants to make an acquisition, they'll take operators from the company, such as the chief operating offi- cer or the vice president of finance, away from their day-to-day roles [to spearhead it]. They either don't have the skill set or the experience to do it, they get very stressed by the opportunity or they don't have their eye on operations," she says. Acumen has been set up so that smaller companies can rent these services. Wortzman says a large part of Acumen's role will be performing business due diligence. That includes figuring out the firm's key employees, how to keep them and what their roles will be, evaluating the company's information technology, and examin- ing the relationships with suppliers and customers. She says Acumen's offering starts with a strategic plan for growth, including executing the plan. "At the same time, we'll take a lot of the stress off of management because we're doing the work," she says. In addition, Acumen will gauge the risk of a potential purchase and how it could be integrated into a firm's existing structure. "We're trying to see how the employees, the business systems, and the culture can be integrated most smoothly and effectively," she says. Acumen also develops an exit strategy so the company will have a plan of action once it reaches a certain critical mass and becomes an attractive target for an even larger company. Wortzman says she will largely call upon her own experience in helping companies plan out their futures, but won't hesitate to outsource when needed. Acumen was officially christened at the end of May but had Business disputes mediated by an experienced CA Helping you get better results for your clients a soft opening at the beginning of April. Wortzman says she is already working on behalf of a number of clients and believes the demand will be sufficient to add some employees in the not-too- distant future. "Nobody has ever put it together and said, 'let's be a quarterback for this.' I've quarterbacked this for companies before, I know it can be effective and it makes sense to offer it to people who can't do it for themselves," she says. Michael Sinclair, a TDS partner and chairman and director of Acumen, says he isn't aware of any other law firm in Canada to branch off in such a way. He and other firm partners had dis- cussed such an opportunity before but realized they could only fill part of the need. He agrees with Wortzman that smaller firms simply don't have the manpower to pull off an acquisition or divestiture efficiently and effectively. "The people who are doing the deal at large companies have As a chartered accountant with more than three decades of experience consulting on complex business matters, Joel Cohen can help mediate fair and effective resolutions to numerous complex business disputes. t: 416.932.6216 | e: jcohen@rsmrichter.com www.rsmrichter.com Toronto | Montreal | Calgary RSM Richter is an independent member rm of RSM International, an afliation of independent accounting and consulting rms. a sufficient number of subordinates working with them that they're able to concentrate on the deal for a period of one to three months and delegate their day-to-day duties to them. With a medium-sized company, the CFO or the president doesn't have the same depth of subordinates so they're left in the unenviable position of doing all of the M&A work at the same time as keep- ing up with the day-to-day responsibilities of running the busi- ness. It's a real hardship for them to do that," he says. Sinclair says it's possible that junior TDS lawyers may put in some time for Acumen and he's optimistic the close relationship between the two companies will lead to some spinoff legal work. "I think it will provide us with an introduction to potential clients that we might not have had otherwise," he says. — GEOFF KIRBYSON gmkirbyson@shaw.ca 8 A UGUST 2009 www. C ANADIAN Law ye rmag.com ntitled-1 1 5/22/09 11:40:22 AM