mergers, acquisitions, divestitures the good, the bad, the ... · after close -mergers &...
TRANSCRIPT
Mergers, Acquisitions, DivestituresThe Good, The Bad, The Ugly
Linda E Long
ARMA Atlanta
11/19/19
DisclaimerEvery deal is a little bit different
Your role might be different
What are the scenarios
Mergers – The Marriage
Acquisitions – Arranged
Marriage
Divestitures – The Divorce
The Agreement
Section of interest to RIM:
“Access to Information” &/or
“Record Retention”
Be sure to ask for section(s) from Legal
Outlines how long to keep records, what records, etc.
May need to add to Legal Hold – Memories are short
Establish relationship with the “deal”
attorney
The Agreement
Get involved so you know what will be
expected – site visit, etc.
Asset Purchases or Sales apply to only a part of the
business
What part of business / records are impacted
There is a Budget
You may need to transfer / receive / convert
during/after close
Due Diligence Phase –Before
the close
Commences when letter of intent
(LOI) signed
Buyers
Confirm info about Seller - contracts,
finances, customers, employees,
payroll…
Enables an informed decision
Due Diligence Phase –Before
the close
In general, records not involved
Acquirers may request RIM to
provide info if
Weaknesses in acquirer’s program
Expansion of RIM
Types of Questions
Do you have a retention schedule?
How many people on the staff?
How many boxes do you have?
Where are boxes stored –
vendor(s)/inhouse?
What are your credentials?
Due Diligence Phase –Before
the close
Retention
Record Series = Due Diligence
Record Description = Includes
materials related to mergers,
acquisitions, or divestitures –
financial reports, studies, etc.
Retention = 6 years after expiration
(close) or per non-disclosure
agreement
Note: Non-consummated deals may be
shorter
You are either a Buyer or a Seller
Sellers
Formal transfer of electronic data
FTP site – File Transfer Protocol – Engineering
drawings, payroll, etc.
Transferring boxes/files to new
owner
Complicated & Messy - Shared Services & poor
recordkeeping
Co-mingled company data
Buyer does not want everything – Get legal advice
Anything that has met retention, but not destroyed
Information on former companies
Provide transfer summary & B/F inventory
Legal approves - Agreement outlines who assumes liabilities
Send to Buyer for approval
SellerTransfer List
Sellers
TSA – Transition Services Agreement
Perform services for new buyer for X months -
Billing, Accounting…
Agreement requirement to keep
records for X years
Buyers
Data received in incompatible formats -
box / file inventory, payroll,
accounting….
Map / migrate / convert to your systems
Database lost in M&A –only have spreadsheet
Loss of knowledgeable staff
Elaborate filing system - No one to retrieve
Buyers
Close operations
New boxes/files to manage
Boxes with no description / owners
Box/file data needs to be migrated to new system
Backlog of records that have met retention
New Legal Holds - No one can explain
Share drive
After Close - Mergers & Acquisitions RIM Activities
Mapping Retention Schedule
Offsite Storage
Email Retention
Document Management Systems
After Close RIM Activities - M&A
After Close - Mergers & Acquisitions RIM ActivitiesMapping Retention Schedule
Acquirer may not want / know how to do it – you
have to
If Record Manager is doing it, it may take a while -
Up to 3 years
Issues
May need to understand the business
Retention periods don’t match your retention
Different terminology for same record / Redundancy
Volume
Different philosophies on how to do a Retention Schedule
Give them every record they want
Have a big bucket (never seen it)
Holes in retention schedule
By business function, by record owner
After Close RIM Activities - M&A
After Close - Mergers & Acquisitions RIM ActivitiesOffsite Storage
Inhouse Record Centers
Your core business may not be record storage – move to
vendor
Vendor
Merge into one
Use more than one
Issues
Unindexed boxes
Inexplicable descriptions
Departments don’t exist anymore
Mapping to new department numbers and names
Owner may not want to transfer – get Legal
involved
After Close RIM Activities - M&A
After Close - Mergers & Acquisitions RIM ActivitiesEmail Retention – Different
philosophies
Document Management System –
Different software
M&A Date – Document somewhere
Rename dept - “XYZ Sold 12/2010”
Make it a Legal Hold
You won’t remember otherwise
After Close RIM Activities - M&A
After Close RIM Activities -
Divestitures
Transfer to new owner
Boxes/files data & inventory
Document management data
How to do efficiently
If not transferred, ensure Dept
Name =
“XYZ SOLD 05/2018”
Follow agreement time periods
The Good
New opportunities
New responsibilities
Growth
Better Benefits
The Bad
Change
Culture
Sense of loss
Distance from new Mother
Ship
May eliminate your old job
and offer you a different job
The Ugly
Lead Parachute vs Golden
Parachute
Best side to be on – the
acquiring side
Mostly it is not a merger
unless acquirer feels like
they need expertise in your
area
What can you do
Be open to change – the past is the past
and the future is the future
Volunteer for any and everything
Map retention schedule
Lead effort to move record center offsite
Assist the new records manager in developing Big
Buckets
Do a presentation about your program
If asked, give your advice on email retention
Be open
What can you do
Assess the situation
Culture, Opportunities, Like the people
Beneficial to stay
Beneficial to leave
Questions