Canadian Lawyer

18 M A R C H 2 0 1 7 w w w . C A N A D I A N L a w y e r m a g . c o m Projects occur where there is a dis- cernible beginning, middle and end; where one set of actions follows another set of actions (and so on) until there's an agreed conclusion. But as many trans- actional lawyers will tell you, it often feels like there is no set process to M&A. Sometimes, the beginning is the middle; sometimes, the end occurs at the beginning; and sometimes, every- thing happens all at once — even the ending. Applying project management prin- ciples to M&A, therefore, can feel initially alien. Finding the structure in messy and complex deals tends to take an expert eye; experienced practitioners often see the familiarity in the unique and unknown deals. It is using the same types of docu- ments or the repetition of the same types of task, or experiencing similar risks and issues that opens M&A up to a more structured approach to deals, even along- side the unique twists and turns that shape our clients' journeys. LPM in M&A is about finding the structured pieces in a deal and run- ning those parts as expertly and seam- lessly as possible, while allowing for the inevitable pivots and stops/starts that occur along the way. "LPM offers an organizational and communications framework that enables a law firm and in-house counsel to better plan, manage and execute M&A transactions" (from the invaluable "Using Legal Project Management in M&A Transactions" by Byron S. Kalogerou & Dennis J. White — published by the ABA). Or, as I like to summarize it, as "scope, track, com- municate." (Mainly due to the pretty rhythm when said out loud.) 1. Scope This is understanding who does what and when, but more importantly, why. Scoping is about making the expecta- tions of each deal and client transpar- ent. It is upfront agreement about what it is that will be delivered — as much as can be predicted anyway. Anything unplanned can be dealt with as and when it arises, with subsequent agree- ment between lawyer and client about these extra puzzle pieces. A more struc- tured work plan then details the actions to follow. This can either take the form of a high-level phase map that captures a hint of the tasks within or a very detailed Gantt chart of specific tasks with assigned roles and deadlines. Your mileage may vary. 2. Track This broad agreement on tasks and deliverables must then be tracked throughout the deal. The law firm is responsible for making sure that the "who" does indeed do the "what" and "when" (or for how long) they were meant to do it. Tracking becomes an essential step if a budget has been set, as well as to be alerted to anything unusual before it has time to turn into an issue that can alter timelines and risk profiles or financials. 3. Communicate The knock-on effect of tracking trans- L E G A L I N N O VAT I O N N O W O P I N I O N he 2016 International Bar Association conference was held in Wash- ington. One of the many topics explored was the growing use of legal project management in mergers and acquisitions. Project management has been practised in most industries in some form for long enough that it is now a well-recognized profession. But it has also morphed into leaner and more agile forms as different industries have applied its core principles to their worlds. The benefits are broad, but there are three key objectives of LPM: more accurate forecasting and budgeting (how long; how much); efficient execu- tion and delivery (critical path analysis); and managing expectations (communicat- ing change). Project management for M&A There is no simple solution, but imposing structure on deals can have a big payoff By Kate Simpson T @k8simpson

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