Mergers and Acquisitions: Integrating Processes While Minimizing Disruptions by Kathy Owen Brown
One company acquires another company. Overnight there is new signage, coffee mugs and pens. As the employees are getting used to the new logos and larger company, employees begin to think about what is going to change. How will I do my job? Will I even have my job? Can we combine two different ways of doing things into one cohesive integrated set of processes?
It is likely that the two companies have many disparate processes, including those relating to legal holds and eDiscovery. Identifying what those processes are and developing integrated processes is key. However, successful integration does not happen overnight. It takes a lot of analysis and time.
Example Areas Where Legal-Related Processes Need To Be Integrated
Before integration can begin, it needs to be determined the current processes of each legacy company. For purposes of this blog, we will focus on processes related to legal holds and eDiscovery. Below are examples of areas to evaluate and integrate in the new combined company.
- Legal Holds
- Practices – Does either legacy company have a legal hold policy? Who determines if a legal hold should be issued? Who approves the final draft of the legal hold? How is the legal hold sent?
- Software – How does each legacy company track legal holds? Do the legacy companies use a software program? Are they different?
- Scoping – How does each legacy company scope legal holds? Are they sent to broadly to all employees in a division or in the company? Are they sent to a limited group of employees? Are employees allowed to answer yes or no if they have documents?
- Reminders – How often are legal hold reminders sent by each legacy company?
- Language – Does each legacy company have a legal hold template?
- Application of legal holds – Are legal holds applied at the data system level or is preservation left to the custodian?
- Categories of data to be collected – What types of data does each legacy company typically collect? Does each company preserve-in-place or collect and preserve?
- Naming convention – It is helpful if each legacy company can use the same naming convention for collected data.
- Data storage – Can data collected be stored in one location going forward?
- Data collection – What tools are used to collect, process, and host data?
- Data review – Who reviews data for production – contracted vendor, in-house resources, outside counsel, etc.?
- Policies impacting eDiscovery – Evaluate and harmonize the legacy company policies that impact data such as retention policies and schedules, BYOD, use of messaging apps for business communications, etc.
Important Considerations In Integration of Legal-Related Processes
- Have integration teams for different areas with members from both legacy companies and include legal department and IT representatives.
- Evaluate the pros and cons of current software and processes of both companies. In addition to evaluating existing software and processes, consider other options not in use by either company to see if they enhance what is currently in place.
- For software, what are the current contract license renewals? Is there a push to go to cloud-based solutions?
- Is there legacy company data that needs to be evaluated for retention or disposal such as backup tapes, media remaining from previously collected data, forgotten data on network servers, etc.?
- Set a timeline for integration of different activities.
- Document the decisions made.
- Document the risks discovered and resolutions.
- As data systems are migrated, include in specific information in the instructions given to employees regarding how to preserve data subject to a legal hold. Also, confirm that processes are in place to ensure on-hold data is not deleted during the migration process.
Most people do not like change. Change may bring about great new things, but often people had rather stay with what they know rather than face uncertainty. Be aware that many people are worried they may lose their job. When they help someone in the other legacy company learn what they do, they could be thinking they are training someone to replace them.
If possible, try and include processes from both legacy companies into the integrated processes. Just because the acquiring company is bigger, it does not mean its processes are better.
The final important step in integration is to have a plan to address change management. Change is easier to implement if people feel they have contributed to the new processes. If possible, incorporate leaders from different business units who will champion the new processes. Also, make sure there is good training for the new processes.
There is nothing wrong with change, if it is in the right direction. – Winston Churchill
 Kathy Owen Brown is Senior Counsel at DLA Piper LLP (US) where she focuses her practice on complex litigation. Kathy's practice includes professional liability, pharmaceutical, medical device and mass tort litigation. A significant amount of her practice is spent advising national and international clients in all phases of electronic discovery and information management. She is a frequent writer and speaker on issues relating to legal ethics, eDiscovery, social media and data privacy. Any information or opinions contained in this blog are those of Kathy individually and not of DLA Piper LLP (US) or any clients. In addition, nothing in this blog constitutes legal advice.