Canadian Lawyer InHouse

September 2016

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37 CANADIANLAWYERMAG.COM/INHOUSE SEPTEMBER 2016 CATEGORY: In-house Dealmakers DEPARTMENT SIZE: Large COMPANY: RBC Untitled-2 1 2016-08-05 10:23 AM to know" or informational purposes. In the end, the approaches adopted for the City National transaction resulted in effi ciencies and quantitative and qualitative benefi ts. The quantitative benefi ts were de- rived from actual dollar cost savings from more effi cient use of external providers and the qualitative benefi ts included better role clarity, alignment of resources, minimized duplication, lower internal costs (resource level, hours) and increased predictability. The acquisition of City National resulted in external legal cost savings of approximately $1.3 million against the budget for external legal costs established for the project. "It was a combination of a number of things. What we do at the outset with our external advisers is identify what work we will do and what they will do and have a budget set up. In working to that budget, it's more of an art than a science, but we try to think about what parts we can lead internal- ly," says Pagano. "We work toward a budget and try to stay under it." IH entailed complexities, diffi culties and issues that would not otherwise be present. M&A Law effectively co-ordinated and evaluated different priorities and issues present in Canada, the U.S. and the UK. It mobilized internal and external counsel and banking resources in these jurisdictions to achieve the result in accelerated time frames as issues and requests for additional information and meetings around the trans- action were required. As well, M&A Law adopted an innovative RACI (responsible, accountable, consulted, informed) model in completing the City National acquisition. Essentially, the approach involved a re- view of each task in the M&A cycle to de- termine (1) who was the "responsible" re- source to complete a particular task, (2) who was the resource "accountable" for the task being completed by the "responsible" re- source, (3) who needed to be "consulted" for advice, counsel or escalation purposes, and (4) who needed to be "informed" for a "need 2015 and the completion on Nov. 2, 2015. It was a complex cross-border M&A transaction that required innovative and ef- fi cient measures given that approvals were needed in Canada, the U.S. and the UK. There were different, separate and exten- sive approval processes required for the Of- fi ce of the Superintendent of Financial In- stitutions (in Canada), Federal Reserve (in the U.S.) and Financial Conduct Author- ity (in the U.K.) approvals by virtue of the challenging regulatory environment that fi nancial institutions have been operating in since the fi nancial crisis. RBC M&A Law's innovative and effi cient approaches ensured a smooth and success- ful completion of the transaction. In addi- tion, the fact that City National's acquirer was a foreign bank instead of a U.S. bank

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