The managing partner scheduled a meeting for the office administrator, chief information officer and several other key managers and technology partners. Most firm meetings are held in offices or in a conference room. This one, however, was to be held in a private boardroom at a local hotel, the agenda held confidential. The reason for the meeting: a pending merger doubling the size of the firm. If this sounds familiar, you're not alone.

Mergers and acquisitions are affecting law firms of all sizes and tenure. Even firms in business for 100 years are not immune. The reasons for M&A vary, but in most cases, technology will be affected in some way.

Mind the Gap
If you've ever ridden the underground tube in London, you may have heard the expression "mind the gap," referring to the deep crevice between the train and the platform. The same phrase can be deemed appropriate for how technology might be affected by the merging of two diametrically opposed law firm technology cultures. The sad fact is that there are some firms who do not appreciate how technology can aid the firm, its clients, and the quality of life for the attorneys and staff within the firm. If one firm feels that technology is a waste of money and the other feels that it is an essential part of their business practice, the gap between the two may be more than management has bargained for. However, a good IT manager or project planner can anticipate this problem and build statistics to prove the need for increased technology - not its elimination. Usually a merger does not mean an abandonment of technology, only a reorganization of the priorities for each.

Leadership Is the Greatest Strength
It makes no difference whether you are merging with a 20 or 2,000 person firm, it's imperative to have strong leadership in place within the technology department well in advance of the merger. It will fall on this person to devise a strategy for combining existing technology, determining personnel changes, if necessary, and plot out a plan of action that will not overtax existing staff or weaken the firm's financial position. The leader will avoid alienation of people who do not necessarily value the role of technology in the legal industry. If this job description sounds like a well-healed politician, you are absolutely right. The person must be respected by the staff and members of the firm, know how to enlist support and avoid potential landmines, and be technology forward. In most scenarios, there will be two people at the helm and in charge of technology when each firm has an existing technology department. Says one IT Director in California, "There needs to be one person in charge, otherwise there will be too much conflict, competition, and potential undermining. If the executive director or person in charge doesn't clearly delineate a pecking order, the project may be doomed before it gets started."

First Steps
Assuming you are charged with leading the technology aspect of the merger, the following are a few things that you can do to get off to a good start:

Set Goals. Is the desired end result to function as one firm, or will each existing firm continue with technology as it exists today? Also, what is your involvement and role in the merger or acquisition? You will need to work closely with the executive director or managing partner to answer these questions.

Get an MBA -- Overnight. If you haven't been through a merger or acquisition before, consider buying a book to bring you up to speed quickly. One such book is The Complete Guide to Mergers and Acquisitions: Process Tools to Support M&A Integration at Every Level (Jossey-Bass Business & Management Series); it's available at retail and online bookstores. For those of us without an MBA from Harvard or Columbia -- the information contained in this book's 240 pages will provide a foundation for the types of analysis that must be performed during M&A.

Some terms that you will find useful:

• Gap Analysis - Identifies the system(s) currently in place, the desired end result, and the distance between the two. Includes analysis of quality control, identification of documents that support existing processes, as well as training needs analysis for creating a uniform understanding throughout the firm. A comprehensive report is then prepared to include recommendations for system and process improvements. The gap analysis should be constantly updated to reflect new developments.
• Cost/Benefit Analysis - Evaluates the financial cost of a proposed implementation compared with the perceived benefit and will include a comparison of alternatives. Most often a cost analysis is performed to build a business case, create a funding plan, and to set expectations.

Consider hiring a consultant who specializes in project management with respect to merger and acquisitions. The consultant should be experienced in providing strategic business planning, gap analysis and needs assessment, risk assessment, project staging and management, and business plan development.

Assess Similarities and Differences. As stated previously, your initial role may be purely financial -- to provide a cost analysis of the proposed merger. For this, you will need to discover what differences and similarities exist between the two firms. Some things to look at include:

• Differing Hardware - Will hardware need to be updated in order to run compatible software? Does it make sense to upgrade the computer system or replace it? Does the firm own or lease the equipment and will this continue once the proposed merger takes place?
• Document Management Systems - What document management system, if any, is in place? If there is a conflict, which takes precedence? Often firms use this opportunity to upgrade to new versions of document management software.
• E-Mail Applications - Are the firms on the same e-mail platform? If not, which will the firm implement?
• Desktop Faxing and Software - With lawyers traveling extensively, many firms have implemented a desktop faxing solution. If one firm is using desktop faxing, but the other is not, this will need to be addressed. Furthermore, training will be required to get the other firm up to speed quickly.
• Add-ons and Additional Software and Additional Hardware - Contact management, templates and macros, metadata cleaner, litigation software, records management, time entry, case management, document conversion software, and anti-virus. Also, what telephone systems are in place, intranet, and printers? These are all areas that need to be addressed.

People Management. Analyzing software and hardware are the easier parts of the process. The more difficult task relates to personnel. Once the merger is underway, will you have enough resources for the increased workload and responsibility? Do you plan to eliminate staff who perform redundant functions? Make a list of each person in the department and list each person's job description. After doing this exercise, you'll have a pretty good idea who stays, who goes, and what your staffing needs will be.

Create mock organizational charts to see where everyone fits. These charts will need to be maintained and updated regularly, but they will help you figure out everyone's place in the organization. Work with senior management to further develop these ideas, and communicate your plan to staff once partners have been informed of the merger. Also, remember that the decisions that you are making affect people's jobs and therefore, their livelihood. When individuals feel threatened or cornered, they react. By reducing or eliminating rumors through clear communication, you give everyone the respect they deserve and reduce the possibility of unwanted staff turnover.

Business Plan. There is one thing that you cannot overdo, and that is to plan. Create different scenarios, research, solicit feedback, adjust your initial plan, and then adjust it some more. By anticipating different scenarios, you will be better prepared when adjustments are necessary. Consider creating a business plan for the technology merger. I've used Business PlanPro (www.palo-alto.com).

Tips from the Trenches
In researching for this article, I spoke with IT directors, managers and technology committee partners on their experiences with M&A. I gratefully acknowledge the tremendous content and value provided by Joy Heath-Porter from Sidley Austin Brown & Wood.

Do your homework. Don't just apply what you do now, take the time to figure out the other firm's standing policies and procedures, and attempt to roll them up into one compromised solution.

Write everything down. It's easy to get off track when you get feedback from various sources and when you are forced to multitask. Keep a running check list in paper and electronic format - refer to it often.

Discover alleys on the other side. Solicit feedback.

Plan, plan, plan, plan. Use formal project management techniques and create high levels of accountability for everyone. Bring in an outside resource to manage the technology merger, so that internal staff can focus on executing.

Keep users well-informed of changes. Be proactive in communicating changes.

Create a vision for the final environment. Develop this early and always move towards it. Get buy-in at all levels of the organization.

Be realistic about costs -- both monetary and human. To do this right, you can't cut corners and always go for the cheapest solution.

Conclusion
Ready for some good news? Every seasoned M&A veteran with whom I spoke felt that the process went fairly well and was successful. It doesn't matter if you've never been through the process before. What matters is that you can research, plan, give direction, communicate effectively, follow up, and be prepared to adjust the approach if necessary.