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          3个秘诀内部和外部法律顾问之间的委托

          It’s customary in an M&A transaction to have a team of in-house and outside legal counsel working together to get a deal done. While external counsel typically has strong procedural expertise and is often crucial in the successful completion of a deal, it can be considerably more costly, especially for larger deals. Though according to Eaton & Van Winkle partner Rudolph Houck, “the biggest factor in generating legal fees is not the size of the purchase price but rather the risks 和 complexity of the transaction.”

          Because of this reality, M&A practitioners, buyers, and sellers have the incentive to structure their legal teams such that 每位律师 has a particular piece of the transaction on which to work based on his/her expertise. Beyond underst和ing 每位律师的长处,了解律师类型的优势和劣势在决定由谁领导交易帮助。

          外部律师的典型优势:

          • Deep M&A expertise
          • 更可能是不分行业的,从而体验并可以得出各行业的相似之处
          • 可能工作得更快因为经验和激励移动到其他交易
          • 可能有更多的谈判经验

          内部律师的典型优势:

          • 密切了解公司的历史
          • 了解如何合并或出售吻合了公司和业主的战略
          • 将带给领域的专业知识
          • 外部律师可能产生负面影响谈判的动态,作为内部顾问更可能被视为“朋友”,而不是“敌人”

          Even if tasks are delegated effectively, dividing M&A deal work can nonetheless cause friction to arise, as lawyers who may never have worked together before must collaborate under pressure. The inevitable collaboration-conflict balance makes the case for proper delegation and great leadership even more pertinent. If lawyers become frustrated because the tasks are not properly divided to maximize the use of counsel’s expertise, it can cause loss of time and money. If the lawyers become vexed about the deal because of a miscommunication, it can cause inefficiency and slowdown. No matter how the tasks in an M&A process are divided and whether an in-house or external counsel is chosen to lead the deal efforts, the two groups need to work together, 和 there are best practices to encourage collaboration.

          1.早期委派

          Martin Collins, Vice President of 企业 Development at Bloom Energy, says that in order to align all lawyers on the project, divide tasks early rather than late. This best practice is key because, regardless of who is in charge, it will enable the team to foresee problem areas. That is important because last minute hold-ups can cause legal costs to balloon. Delegating early also allows whoever is overseeing the process to empower the other lawyers to surface any concerns before these brewing problems become hindrances to deal progress. Finally, delegating early provides a buffer for M&A deal-makers; if an external lawyer is chosen to lead the deal efforts but it is not going smoothly, there can be time to make a change in leadership without detrimentally affecting the progress of the deal.

          2.住宿安排

          当多个查看和编辑都是律师文档处理,重要的是要保持组织,以便大家能够提供咨询和知道他们的专业知识被利用。生产力工具比比皆是,为了解决这个问题的最佳实践。例如对于,Google文档,从谷歌免费的在线工具,可以跟踪修订历史记录和容纳多个,同时编辑帮助,所以这笔交易的决策者不是要平衡几十个相同的文件或条款与律师难以辨认的编辑副本在页边距。通常情况下,外部律师已经具有适当的厂商地方(文件共享,数据室和更多),以适应最佳下榻组织。

          3.定期沟通

          Communicating effectively and frequently is a key best practice for external and internal counsel who work together. Chris Ferazzi of Porter & Hedges LLP recommends daily or weekly phone conference calls between in-house and outside counsel to align on deal progress and outstanding tasks. He also suggests to send frequent updates via email, noting that the frequency of communication will vary based on the stage of the deal process. Ultimately, whoever is appointed to lead the legal effort on an M&A deal, whether in-house or external counsel, must be a comfortable 和 robust communicator.

          我做你从外地有其他意见的内部和外部法律顾问分配之间的平衡?在下方留言,或电邮 research@axialmarket.com。 我们很乐意听取您的意见。

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