Corporate mergers and acquisitions are complicated and move through many stages before they are completed. For records managers, there is a role to play at each stage to ensure that the deal is successful and that the transition is a smooth one. To guide you through those stages, the team at TAB has put together a comprehensive mergers and acquisitions playbook. In a series of three blog posts we will show you what you can do to help at each stage of the deal.
In this week’s post we look at the first phase, discovery and due diligence.
Phase 1: Discovery and Due Diligence
Before the deal is even signed, records managers can add value in two ways: by making information available to the negotiating team and having a good understanding on the information that will be changing hands.
Making Information Available in a Virtual Data Room
A virtual data room is a shared digital repository where key stakeholders can review deal-related documents in a secure environment.
Only authorized staff members have access to a virtual data room, which makes it ideal for the most sensitive phases of the deal: discovery and due diligence. Each party can feel comfortable sharing or reviewing documents, knowing that they are secure. In terms of setting it up, records management software (such as TAB FusionRMS) is an ideal tool to create the secure document space required for a virtual data room
Conducting a Preliminary Records and Information Assessment
As soon as possible, you will want to get a picture of the information landscape at the target organization. This should involve a preliminary discovery and assessment of:
- all recordkeeping obligations that you are inheriting with the target company. This will include legislative requirements as well as applicable industry standards.
- the number, location and condition of all records collections
- existing records management policies and practices
- any staff and records management assets you would be acquiring, including software and storage equipment
- any potential privacy or compliance issues with the above
When conducting a discovery of the records collections involved, make sure you include the entire spectrum of corporate records, including:
- records of all business activities, ranging from core operations to internal administration
- records created or received in any format, including paper and electronic media, whether stored onsite, offsite, or in the cloud
- active file collections and any semi-active or inactive collections stored outside of offices.
During the discovery, we recommend capturing the following details for each collection:
- collection title
- key documents in the collection
- any risks or potential compliance issues.
If competitive or privacy reasons prevent you from conducting the preliminary assessment yourself, you can always bring in a third-party auditor. Many organizations have successfully employed this option
In next week’s post we will look at the next stage of the process: the detailed pre-integration inventory and audit.
- Can’t wait for next week’s post? Download our complete Records Management Playbook for Mergers and Acquisitions.