How a GC can staff legal work during an acquisition integration

To staff legal work during an acquisition integration, split the work into streams, assign each stream an owner and a calendar, and add temporary capacity to the streams with the most volume and the least need for institutional judgment. Keep the GC on decisions about risk, priorities and the relationship with the deal team. This guide describes a general approach and is not advice on any transaction.

This guide concerns post-close integration, subject to transaction counsel's approvals and continuing restrictions. The day-thirty and day-ninety milestones below are planning examples, not legal deadlines or permission to integrate before closing.

Map the integration streams

Typical legal streams include:

• Contracts. Reviewing and consolidating customer, vendor and partner agreements, including change-of-control and assignment terms.
• Employment. Terms, policies, benefits alignment and any local consultation requirements.
• Corporate and entities. Entity clean-up, governance, signatories and records.
• Privacy and data. Data maps, vendor terms and notices.
• Intellectual property. Ownership records, licences and brand migration.
• Policies and compliance. Aligning codes, approval limits and training.
• Disputes and claims. Open matters inherited with the business.
• Regulatory. Notifications or approvals tied to the integration.

For each stream, note the first deadline, the dependencies and the volume of work.

Decide the timeline in three horizons

Day one to day thirty

Stabilize. Identify what must happen immediately, such as authority to sign, bank and signatory changes, notices and critical contracts. Capture the open issues from the deal team and make sure someone owns each.

Days thirty to ninety

Integrate. Work through the contract backlog, employment alignment, data and vendor consolidation and policy harmonization.

Beyond ninety days

Clean up and hand over. Close out remaining items, update templates and move steady work back to the regular team.

Choose who does what

• The GC. Sets priorities, manages risk and reports to the executive team.
• An integration lead. A lawyer who runs the tracker and meets the business integration team. This can be a temporary or fractional lawyer.
• Reviewers. Experienced lawyers who work through contracts and employment questions using agreed checklists.
• Specialists. Outside counsel or specialist lawyers for regulatory, tax-related and jurisdiction-specific questions.
• Contract or legal operations support. Tracking, data and document handling.

Temporary capacity can handle defined workstreams while an integration lead coordinates priorities and decisions. Through Fractional InHouse, we match lawyers for M&A and integration work around the experience, capacity and dates your scope requires. Compare alternative providers on that same brief.

Keep control

• One tracker. Streams, owners, deadlines and status.
• A weekly legal integration meeting. Short, with a standing agenda.
• Decision log. Who decided what, and why.
• Playbooks. Written rules for the repetitive work so reviewers decide consistently.
• Confidentiality. Restrict deal-related information to those who need it, and give temporary lawyers clear rules.

Common problems

• Starting with the largest pile of contracts instead of the ones with deadlines
• Adding people before the playbook exists
• Leaving employment questions until late
• No one owning the relationship with the business integration team
• Losing the knowledge when temporary lawyers leave, because nothing was written down

What to hand over at day ninety

• The tracker with every stream marked closed, open with owner, or moved to business as usual
• Updated templates, playbooks and approval limits
• The decision log
• A list of contracts that still need action and the reason
• Contact lists for counterparties, advisers and the integration team

A maintained written handover reduces the risk of losing context when temporary lawyers leave.

Questions for a provider or candidate

1. Have you worked on integration in-house, and in what role?
2. Can you start on short notice and work independently?
3. How do you handle confidential information from a transaction you did not work on?
4. How will you hand over?

Checklist

• Streams mapped with owners
• First thirty days defined
• Tracker and weekly meeting running
• Playbooks written for repetitive work
• Specialist counsel identified
• Temporary roles scoped with end dates and handover