Anatomy Of A Modern Merger: The Post-Closing To-Do List - Above the Law

"Every company has different internal dynamics and different ways of working, right? says Kariem Abdellatif, the head of Mercator by Citco (Mercator), a specialist entity management provider that helps organizations manage their global entity portfolios, including during complex M&A transactions. So the system you set up has to be able to accommodate those differences, and the entire governance framework for managing entities needs to be flexible enough to handle not just the current complexity, but also future organizational changes."

"Button Up Your Contracts Law departments would be well-advised to get a head start on shoring up their employment and intellectual property agreements as soon as a deal is inked. This is particularly so when a large company buys a smaller entity in an equity deal, notes Scott Naturman, an M&A partner with Hughes Hubbard & Reed LLP. That's because smaller companies often have deficient regulatory and internal compliance programs, which can lead to contracting problems."

Law departments should prioritize harmonizing governance and entity-management systems to accommodate diverse internal dynamics across acquired companies. Entity-governance frameworks must be flexible to address current complexity and future organizational change. Legal teams should immediately shore up employment and intellectual property agreements post-closing, particularly after equity acquisitions of smaller targets. Smaller companies frequently have deficient regulatory and internal compliance programs that create contracting risks. Specialist entity-management providers can assist with managing global entity portfolios and integration complexity. Early contract review, targeted remediation of compliance gaps, and adaptable systems reduce integration friction and exposure during portfolio consolidation.

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