Post-Closing Integration Issues in M&A: Developing and Implementing a Plan

Closing an M&A deal is just the beginning. The majority of acquisitions fail to meet pre-deal expectations. The acquirer will generally want to integrate the two businesses to cut costs and generate value for its shareholders. Bringing together businesses with different contractual relationships, histories, and cultures inevitably poses substantial challenges.

Management may need guidance in navigating critical issues to achieve its business goals: What are the group's plans for employee transfers and workforce reductions? What are the principal legal regulatory operational and IT constraints on moving assets, entities, and people? What are the timing and sequencing priorities? Which constituencies/functions need to be involved in the initial planning process, and how will any competing priorities between them be navigated? How will compliance risks be identified and addressed?

Deal counsel may need to determine each entity's assets (tangible and intangible), the number and identity of entity employees, and the existence of labor agreements or pension liabilities. Counsel may also need to identify contracts to re-negotiate or assign, licenses and permits, ongoing litigation or compliance issues, and tax attributes to preserve integration where possible.

Listen as our authoritative panel explores these and other issues which must be addressed in integrating merged or acquired companies post-closing.

1. Identifying post-acquisition integration issues
   1. Assets and liabilities to be transferred
   2. Contracts in need of assignment or amendment
   3. Licenses and permits
   4. Litigation
   5. Workforce and employment issues, pension plans
2. Creating a timeline and checklist for integration
   1. Determining priorities
   2. Key parties and constituencies to include in the process
   3. Compliance concerns
3. Corporate restructuring, including changes in directors, officers; tax issues

The panel will review these and other vital issues:

• What are the key integration issues that should be identified immediately after closing an acquisition?
• Who are the principal parties, and how can M&A counsel assist in formulating an integration plan?
• What kinds of legal, contractual, and operational constraints might merged companies encounter in the integration process?
• If post-closing corporate restructuring is necessary, what are some tax ramifications to consider?