The Thomson Reuters LEGAL EXECUTIVE INSTITUTE presents

All the King’s (Wo)men: The Evolving Role of the Law Firm C-Suite in Merger Activity

Moderator:

James D. Pagliaro, Partner, Bernero & Press, LLC

Panelists:

Justin Cheseroni, Director of Finance & Accounting, Morris, Nichols, Arsht & Tunnell LLP

Laurence A. Liss, Chief Technology Officer, Blank Rome LLP

Blane R. Prescott, Chief Operating Officer, Foley & Lardner LLP

Phase One: The Strategy & Preparation Phase

A. Necessity of Coherent, Focused Strategy for Expansion –

What is your firm trying to achieve?

- The dangers/pitfalls of “growing for growth’s sake”

- Reasons to Grow:

- Acquire new clients

- Enter new markets

- Deploy new product lines

Phase One: The Strategy & Preparation Phase

B. The Importance of Client Input in Developing Expansion

Strategies

- Client Outreach:

- domestic

- international

- Research in markets and backgrounds of firms/practices and

talent

- Identifying premier practice areas and marquee names

Phase One: The Strategy & Preparation Phase

C. The Importance and Selection of Appropriate Research

Tools

- Business/industry groups and trade associations

- Input from practice leaders

- Competitive intelligence

- Monitor Suite research

- Using your CMO and competitive intelligence team

Phase Two: The Courting Phase

A. Develop the Business Case

- Information outreach

- Key clients

- Type of work

- Location(s)

- Business volume (historic and projected)

- Pricing

- Hourly rates

- AFAs

Phase Two: The Courting Phase

A. Develop the Business Case

- Client considerations - Crossover

- Expansion vs. cannibalization

- Pricing

- Potential conflicts

- Culture considerations - Are they the right fit with the organization?

Phase Two: The Courting Phase

B. Develop the Plan

- Success memo - Document those accountable for integration

- Business Development/Marketing/Communications plan

- Introductions

- Internal

- External

- Logistics

- Timing

- Physical location

Phase Three: The Preparation and Selling Phase

A. Due Diligence – Warning: Checklist mentality

– Master Committee/Subordinate Committee Approach

– Subordinate Committees – Number grows with size • Practice Teams

• Compensation Team

• Conflicts Team

• Tax Team

• Finance Team

• Associate issues

– Common Process Errors • Wrong people

• Deal lovers vs deal haters

• Deal lawyers vs business people

• Use of consultants on business case

Phase Three: The Preparation and Selling Phase

B. Selling the Merger Internally

– Does it really achieve your business case?

• What the odds say

• Needs to achieve what you have never achieved before to be successful

– Use of a Merger Prospectus

– Time: Bad deals don’t get better with time

• Big issues first

– Socialization and Exchanges

C. Approving the Merger

– Partnership Agreement Provisions vs Reality

Phase Four: Integration

A. Assessment

- Type of transaction - Technology

- Human Resources - Records

- Client Intake - Practice Integration

- Facilities - Risk Management

- Finance - Library

- Marketing

Phase Four: Integration

A. Assessment (cont’d)

- Key Considerations

. Type of transaction

- pure lateral

- full merger

- partial combination (hybrid)

Phase Four: Integration

A. Assessment (cont’d)

- Key Considerations

. Facility leases

. Vendor agreements

. Systems requiring support / conversions / migrations

. Communication network

. Disposition of assets

. Staffing in all departments – skills / fit

. Security – physical and electronic – policies

. Compensation and benefits policies

Phase Four: Integration

B. Planning

- Identify tasks and make assignments

- Estimate efforts and durations

- Determine critical path tasks and special expertise needs

- Identify supplemental resources – consultants & contractors

- Determine practice alignment and arrange meetings

- Identify assets and decide on disposal

Phase Four: Integration

C. Execution

- Onboard personnel and identify organizational fit

- Negotiate with vendors

- Convert and migrate systems and roll out new hardware

- Prepare facilities and move personnel

- Train personnel

- Prepare and disseminate communications – PR, websites, clients, attorneys / staff

- Conduct practice group meetings to integrate efforts and identify opportunities

- Dispose of unneeded assets

The Thomson Reuters LEGAL EXECUTIVE INSTITUTE presents

All the King’s (Wo)men: The Evolving Role of the Law Firm C-Suite in Merger Activity

Moderator:

James D. Pagliaro, Partner, Bernero & Press, LLC

Panelists:

Justin Cheseroni, Director of Finance & Accounting, Morris, Nichols, Arsht & Tunnell LLP

Laurence A. Liss, Chief Technology Officer, Blank Rome LLP

Blane R. Prescott, Chief Operating Officer, Foley & Lardner LLP