LEGAL PROJECT MANAGEMENT STAGE 1: INTRODUCTION & ENGAGING WITH THE CLIENT

Transcription

1 LEGAL PROJECT MANAGEMENT STAGE 1: INTRODUCTION & ENGAGING WITH THE CLIENT Presented by the American Bar Association Law Practice Division, Business Law Section and Center for Professional Development

2 American Bar Association Center for Professional Development 321 North Clark Street, Suite 1900 Chicago, IL CDs, DVDs, ONLINE COURSES, DOWNLOADS, and COURSE MATERIALS ABA self-study products are offered in a variety of formats. Find our full range of options at Discuss This Course Online Visit to access the discussion board for this program. Discussion boards are organized by the date of the original program, which you can locate on the preceding page of these materials. The materials contained herein represent the opinions of the authors and editors and should not be construed to be the action of the American Bar Association Law Practice Division, Business Law Section or Center for Professional Development unless adopted pursuant to the bylaws of the Association. Nothing contained in this book is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. This book and any forms and agreements herein are intended for educational and informational purposes only American Bar Association. All rights reserved. This publication accompanies the audio program entitled Legal Project Management Stage 1: Introduction & Engaging with the Client broadcast on January 26, 2015 (event code: CE1501LPM1).

3 TABLE OF CONTENTS 1. Presentation Slides 2. How Practitioners Can Apply Legal Project Management to M&A: New Tools for New Times Byron S. Kalogerou and Dennis J. White

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5 Legal Project Management Training BOOT CAMP Purchase this series to SAVE 30% on the book! Visit ShopABA.org (see confirmation for discount code) ABA Legal Project Management Training LPM Stage 1: Introduction & Engaging with the Client Monday, January 26, :00 PM Eastern Sponsored by the Law Practice Division, Business Law Section, and the ABA Center for Professional Development

6 Program Instructors Susan Raridon Lambreth, Principal, LawVision Group & The LPM Institute Gil Renee Cubia, Senior Group Counsel, Johnson Controls Michael P. Downey, Partner, Armstrong Teasdale Objectives Introduce project management core concepts Identify the importance of Legal Project Management Explain how the LPM process works Introduce LPM tools and techniques Describe LPM Stage 1 Introduction & Engaging with the Client

7 Introduction What Drives Clients Crazy? 1. Poor responsiveness 2. Not knowing what s going on 3. Unnecessary costs or billing surprises 4. Lack of innovation 5. Vague, confusing and incomplete bills Six things that drive clients crazy (And what you can do to avoid them) by Ed Poll at apps.americanbar.org/lpm/lpt/articles/mtt05041.html Introduction Why Are We Here Today? Recognize inefficiencies in the practice of law and their root causes Understand the client s perspective and needs Identify tools to improve communication with your clients Develop processes that help you and the client control legal expenditures

8 Introduction Clients feel as though they have little control and as if they are leaving their checkbook open on a lawyer s desk how can LPM help? The Power of Legal Project Management by Susan Raridon Lambreth & David A. Rueff, Jr., p. 34 Legal Project Management

9 Legal Project Management (LPM) Introduction to Legal Project Management (LPM) What is it? LPM Framework Why do we need it? What are the benefits How does the process work? Keys to Engaging Phase Who are the players? What is the scope of work? LPM: What is It? A proactive, disciplined approach to managing legal work that involves: Defining, planning, budgeting, executing, and evaluating a legal matter; The application of specific knowledge, skills, tools, and techniques to achieve project objectives; and The use of effective communication to set and meet objectives and expectations The Power of Legal Project Management by Susan Raridon Lambreth & David A. Rueff, Jr., p. 35

10 LPM: Why Do We Need It? Greater predictability of costs and services Transparency of process Accountability of participants Improve communications Client satisfaction Attorney / Law Firm Protection Improve business efficiency Improve quality of services and manage risk Better meet ethical responsibilities LPM: What Are The Benefits? Making the Link establishes a clearer link between the cost of legal services and the value those services add to the client s business Addressing Disparity a project management framework allows the client to define what a successful outcome will look like supported by a reliable estimate of the costs involved in achieving it Project Management for Lawyers (Ark 2011) by Boake and Kathuria, p. 6-7

11 LPM: What Are The Benefits? Staying Competitive the market places a premium on predictability, efficiency and cost control. Improved Front-End planning, estimating and management will help firms stay competitive Responding to Pricing Pressures alternate fee arrangements threaten firm profitability unless they are properly priced and managed using a project management framework Project Management for Lawyers (Ark 2011) by Boake and Kathuria, p. 6-7 LPM: How Does The Process Work? New Legal Project Evaluating & Closing the Project Engaging the Client Executing the Project Planning the Project

12 LPM Sample Framework BakerManage, Baker Donelson LPM Phase 1 Engaging the Client

13 LPM Process: Phase 1 New Legal Project Evaluating & Closing the Project Engaging the Client Executing the Project Planning the Project LPM: Phase 1 Engaging Phase Strategic Phase

14 LPM: Phase 1, The Engaging Phase The Start of the Matter The Engaging Phase might also be considered a strategic phase as your team develops a Road Map which will serve a as guide through later stages of the LPM process. At this initial stage information gathering and clarifying client expectations and objectives are the keys. LPM: Phase 1 Engaging Phase Activities and processes - Identify stakeholders - Set matter expectations and parameters - Establish initial objectives Deliverables and work product - Stakeholder analysis - High-level matter timeline / schedule - Scope of work agreement

15 Key Points About The Engaging Phase First, the phase may occur before the firm has even been hired just to win the work. Lawyers and firms tend to move quickly through the Engaging Phase eager to start on the work and build the relationship with the client. The key steps are: Identify and analyze stakeholders and their interests/ expectations Prepare project charter or scope of work statement/ agreement (including setting client expectations). Stakeholder Input Gather information about the client s Business Needs Strategies Market Conditions Tolerance to Risk Who has an interest in the project? Who can impact you project? Positive / Negative

16 Stakeholder Input Identify Key players Project sponsor Project manager Internal / external stakeholders Third parties LPM: Who Are The Players? At the Client: General Counsel or Chief Legal Officer Corporate Stakeholders Chief Financial Officer Business Unit Heads Senior Corporate Executives Compliance Function Procurement Function Consider those affected by the legal project AND those who can affect the project

17 LPM: Who Are The Players? At the Law Firm: The Relationship Partner Responsible Partner Project Manager Associates, counsel, other legal professionals Non-lawyer professionals Financial stakeholders Technical & Administrative Support Staff Who is in charge? The Project Manager Stakeholder Input Collect basic information about stakeholders Position Contact information Responsibility Level of authority Expectations

18 Stakeholder Influence Matrix Power / Influence of Stakeholders ELEVATED Medium to High Importance Moderate to High Interest Keep Satisfied LOW Low Importance Low Interest Monitor Low effort HIGH High Importance High Interest Manage Closely GUARDED Low to Medium Importance Low to Moderate Interest Keep Informed Engaging Phase: Steps in Stakeholder Analysis Step 1: Identify the people and groups of possible stakeholders. Step 2: Identify the interest of each. Step 3: Determine the power / influence of each on the project (+ or -). Step 4: Create Power / Interest Grid.

19 Power / Interest Grid High Power / Influence of Stakeholders Medium to High Importance ELEVATED (must be satisfied) Least Important LOW (monitor / least effort required) Extremely Important HIGH (watch / manage closely / communicate regularly) Low to Medium Importance GUARDED (consider / keep informed) Low High Gathering Information to Prepare a Scope of Work Document/Conducting Client Interviews Gather information Share information Manage expectations Identify potential costs Negotiate a fee arrangement How do you predict profitability? Demonstrate LPM value to the client Model Rule 1.6 Confidentiality of Information Model Rule 1.18 Duties to Prospective Client

20 Legal Ethics Issues Involved ABA Model Rule 1.2 [A] lawyer shall abide by a client's decisions concerning the objectives of representation and, as required by Rule 1.4, shall consult with the client as to the means by which they are to be pursued. Prospective Clients ABA Model Rule 1.18(a)-(c) (a) A person who consults with a lawyer about the possibility of forming a client-lawyer relationship with respect to a matter is a prospective client. (b) Even when no client-lawyer relationship ensues, a lawyer who has learned information from a prospective client shall not use or reveal that information, except as Rule 1.9 would permit with respect to information of a former client. (c) A lawyer subject to paragraph (b) shall not represent a client with interests materially adverse to those of a prospective client in the same or a substantially related matter if....

21 Defining Project Scope LPM is about managing uncertainty, an important feature of the project Scope is identifying what might happen Creating a Scope Document/Statement of Work Define the scope of the legal project Identify Client objective(s) / expectation(s) Define project parameters and major elements Define In-Scope vs. Out-of-Scope Develop a Project task list: Key deliverables Assess project risks and feasibility Timeline: Milestones & Dates Identify costs and determine budget / fee arrangement Resources

22 Defining Project Scope A well defined scope should: 1. Identify the major elements of the engagement 2. Outline the parameters in sufficient detail 3. Identify the client s expectations for outcome 4. Identify the possible project risks Statement of Work (SOW) Consult client regarding shared responsibilities Understand in scope versus out-of-scope issues Identify other client responsibilities Budgeting and Negotiating fees with Clients: A Lawyers Guide By Sally Dyson, p.19

23 ABA Model Rule 1.2(c) A lawyer may limit the scope of the representation if the limitation is reasonable under the circumstances and the client gives informed consent. Statement of Work (SOW) The SOW should include the following: Assumptions Constraints Risks Success criteria Anticipated project timelines Anticipated costs Be careful of scope creep! Gain client approval before proceeding

24 Scoping Challenges Planning for Unknowns Scope Creep or Optimistic Planning Bias Unsophisticated/inexperienced clients Disagreement among client-side stakeholders Model Rule Scope of Representation and Allocation of Authority between Client and Lawyer What Clients are Doing Law Department Strategic Initiatives Implemented using LPM Workflow Process Improvements Standardized Contract Management Process, NDA Process, Budget Process, Case Assessment Developed Business Self-Help Tools Created Templates, Forms, and Checklists, Implemented Workflow tool Conducted RFP Process Evaluate & Select Partner Recruiting Firms, Outside Counsel, and Matter Management Software Captured/Shared Knowledge Created Various Playbooks/Sustainable Web Based Training

25 Ethical Responsibilities Model Rule 1.0 Informed consent Model Rule 1.1 Competence Model Rule 1.2 Scope of representation and allocation of authority between client and lawyer Model Rule 1.4 Communication Model Rule 1.6 Confidentiality of Information Model Rule 1.18 Duties to Prospective Client Model Rule 1.1 Competence A lawyer shall provide competent representation to a client. Competent representation requires the legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation.

26 Model Rule 1.0(e) Informed Consent "Informed consent" denotes the agreement by a person to a proposed course of conduct after the lawyer has communicated adequate information and explanation about the material risks of and reasonably available alternatives to the proposed course of conduct. Model Rule 1.4 Communication (a) A lawyer shall: (1) promptly inform the client of any decision or circumstance with respect to which the client's informed consent, as defined in Rule 1.0(e), is required by these Rules; (2) reasonably consult with the client about the means by which the client's objectives are to be accomplished; (3) keep the client reasonably informed about the status of the matter; (4) promptly comply with reasonable requests for information; and (5) consult with the client about any relevant limitation on the lawyer's conduct when the lawyer knows that the client expects assistance not permitted by the Rules of Professional Conduct or other law. (b) A lawyer shall explain a matter to the extent reasonably necessary to permit the client to make informed decisions regarding the representation.

27 Model Rule 1.6 Confidentiality (a) A lawyer shall not reveal information relating to the representation of a client unless the client gives informed consent, the disclosure is impliedly authorized in order to carry out the representation or the disclosure is permitted by paragraph (b). (b)... (c) A lawyer shall make reasonable efforts to prevent the inadvertent or unauthorized disclosure of, or unauthorized access to, information relating to the representation of a client. Stage 1: Final Products Engagement Letter Agreed upon fee arrangement structure High-level timeline of the legal project Stakeholder analysis

28 Next Session, Tomorrow: LPM Module 2 Planning the Project Elements of a Legal Project Plan Schedules Resources / staffing plan Budget plan Communications plan Risk management plan Source: The Power of Legal Project Management: A Practical Handbook by Susan Raridon Lambreth & David A. Rueff, Jr. CONCLUSION Questions? What s next? LPM Module 2: Stage 2 Planning the Project Tuesday, January 27, :00 PM EASTERN

29 Our Contact Information Susan Raridon Lambreth (615) Michael Downey (314) Gil Renee Cubia or

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31 Click to view the latest Business Law TODAY August 2014 BUSINESS LAW TODAY How Practitioners Can Apply Legal Project Management to M&A: New Tools for New Times By Byron S. Kalogerou and Dennis J. White Managing a complex project with multiple interested parties and specialists, often across borders and time zones, while subject to time and budgetary pressures, is a challenging exercise. It demands special skills, techniques, and tools. Just ask any manager involved in developing the next jetliner, or smart phone, or power plant. Or you can ask an M&A lawyer. The fact of the matter is, however, that most M&A lawyers do not see themselves in such a light. Until recently, most business lawyers had not even heard the words project management uttered in connection with M&A. The Old Way There is little wonder why this is the case. Under the classic approach, a lawyer would receive a hurried (and sometimes harried) phone call from the client reporting that a business deal had been struck, providing the lawyer with only a skeletal outline of terms. Along with such bare bones information, the lawyer would be asked: how quickly can you turn out the documents? Sometimes, the client would also ask an important, but uncomfortable question: how much will it cost? With the classic approach, there was little discussion regarding business objectives, priorities, allocation of responsibilities, optimum resources, deal and operational risks, budgeting, and so on. Why the Old Way No Longer Works Such a modus operandi might have been the accepted, even prevailing practice in the last millennium. However, in the still evolving new age of deal lawyering, such a seat-of-the-pants approach can place a lawyer at a serious competitive disadvantage, make the work unprofitable and even risk the loss of the client relationship. A number of factors are converging to fundamentally transform the legal landscape and make legal project management techniques essential in handling M&A transactions, including the following: increasingly sophisticated clients who demand more transparency, better communication, effective containment of risk, and more predictability with fewer surprises; heightened sensitivity to the size and variability of legal fees; an oversupply of lawyers relative to the amount of available work; and disaggregation of legal services, with increasing use of outsourcing and alternative service providers. In Altman Weil s 2014 Annual Survey of Law Firms in Transition, 94 percent of law firm leaders surveyed agreed that a focus on improved practice efficiency will remain a permanent feature of the legal market. That same survey noted that partners have only a moderate awareness of the challenges of the new legal market and a corresponding level of adaptability to change. The same survey found in firms of over 250 lawyers, legal project management is one of the primary ways firm management is responding to the client s mandate for value and efficiency. Lawyers are relatively late adopters of project management practices. For example, the medical profession has for some time embraced these techniques with excellent results. In his ground-breaking 2009 bestseller, The Checklist Manifesto: How to Get Things Right, Dr. Atul Gawande promoted the use of checklists (such as those used by pilots as standard operating procedure) in hospital operating rooms. To be sure, there was initial pushback from veteran surgeons who regarded checklists as undercutting their autonomy and questioning their judgment. However, the approach was validated when hospitals saw adverse event rates plummet following the adoption of checklists. Published in Business Law Today, August by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association. 1

32 Click to view the latest Business Law TODAY August 2014 When lawyers first hear of legal project management, or LPM, they react much like those surgeons who resisted operating room checklists: Why do we need to do this? This is not the way that I have always practiced. This encroaches on my autonomy. I know all these punchlist items already this is a colossal waste of time. Increasingly, however, sophisticated general counsel and purchasers of legal services, either individually or through their organizations, have become converts when it comes to LPM and are insisting that firms adopt and adhere to LPM techniques and protocols. It is evidenced by the RFPs they circulate and their responses to client satisfaction surveys. Benefits of the New Way What are the objectives of those adopting LPM? Among other things, they wish to accomplish the following: reduce errors; improve efficiency and reduce deal friction ; better allocate resources; increase accountability, transparency, consistency, and predictability; and establish a basis for more accurate budgeting and predictable reporting. Ryan Stafford, vice president of Littelfuse, a global manufacturer of components used in consumer electronics to automobiles, commercial vehicles, and industrial equipment, represents the views of many general counsel when he observes: We are expected to deliver acquisitions on time and within budget. I expect no less from our law firms and I expect them to take concrete actions to drive efficiency and cost savings into the way they do deals with us. Specific New Tools and How They Can Help The buzz surrounding LPM has been growing exponentially. Every lawyer s electronic inbox has been inundated of late with a barrage of s announcing webinars, seminars, books, and articles on the topic. The ABA has published several books on LPM as well. However, few of these programs and materials focus on applying LPM specifically to the handling of M&A transactions. That reality drove the formation two years ago of the Legal Project Management Task Force of the M&A Committee of the Business Law Section of the ABA. Comprised of practicing attorneys, general counsel, legal consultants and academics, the Task Force is taking a fresh look at how business lawyers handle M&A transactions, and developing a menu of tools and approaches to drive and promote the adoption of LPM. In its short period of existence, the LPM Task Force has begun developing a variety of checklists, guides, and templates that transactional lawyers can readily use to manage M&A transactions. The overall objective is not to promulgate and then impose a uniform set of best practices that practitioners are expected to use in all circumstances. Rather, the Task Force is seeking to produce a menu of tools that deal lawyers can customize and utilize when and to the extent they deem appropriate, depending on the transaction and the parties involved. We have organized the tools by four deal phases, namely, pre-deal, deal, post-closing and billing, and by user, be it the client ( C ), client s counsel ( CC), and opposing counsel ( OC ) as shown in the following table and described in more detail in the notes following the table. We have also included two billing tools. While many of the tools have been completed, at least for road-testing purposes, others, as noted with an asterisk (*), are still in preparation. Pre-deal-1. Acquisition Task List: This tool is equivalent of a pre-flight checklist for an M&A deal. It is intended to help ensure nothing falls through the cracks, and that all the myriad tasks associated with a typical M&A transaction are covered and coordinated. Pre-deal-2. Outline of Initial Attorney/ Client Conversation Scoping Discussion Outline: Plans are worthless, but planning is everything, is a famous quote ascribed to General Dwight D. Eisenhower. This particular LPM tool builds on that notion. It provides a script for an early stage conversation between the client and the attorney regarding important background information on the deal (e.g., deal structure, industry, business objectives, timing, etc.), key issues likely to arise, and the scope of work to be undertaken by the law firm. In addition to aiding the client and attorney in organizing and coordinating their respective responsibilities, this up front information provides a baseline for the lawyer to prepare a budget or furnish a fee estimate by defining what work the attorney is expected to do. Deal Phase LPM Tool Parties Pre-deal-1 Acquisition Task Checklist C & CC Pre-deal-2 Initial Attorney/Client Scoping Discussion Outline C & CC Pre-deal-3 Formal Attorney/Client Scoping Letter C & CC Pre-deal-4 Deal Management Discussion Outline C & CC Pre-deal-5 Deal Counsel Compact C, CC & OC Pre-deal-6 Kickoff Meeting Agenda C, CC & OC Deal-1 Deal Issues Drafting Guide C & CC Deal-2 Deal Issues Negotiating Tool* C, CC & OC Deal-3 Roles and Responsibilities Tool: Leading/ C & CC Assisting/Consulting/Informed Chart Deal-4 Status Report C & CC Post-closing-1 After Action Assessment Checklist* C & CC Billing-1 M&A Phase Billing Codes C & CC Billing-2 Value Based M&A Billing Arrangements* C & CC Published in Business Law Today, August by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association. 2

33 Click to view the latest Business Law TODAY August 2014 Pre-deal-3. Formal Attorney/Client Scoping Letter: Lawyers ask clients to sign engagement letters all the time. However, apart from some boilerplate, these letters focus principally on billing rates and fee arrangements and speak in only the most general terms about what is expected of the lawyer. This project involves developing a formal scoping letter on a standalone basis or as an addendum to the engagement letter detailing what the lawyer is expected to do, and just as importantly, what the lawyer is not expected to do, the resources to be employed, and how client and counsel will collaborate. Pre-deal-4. Deal Management Attorney/ Client Discussion Outline: This suggested outline of a conversation between the client and the attorney addresses how the deal will be run (e.g., confidentiality concerns, communication protocols, other advisors who are involved, risk factors, closing mechanics, etc.). This discussion addresses matters that, while not affecting the scope of work to be done, do affect the deal process and quite possibly how efficiently it is conducted. Pre-deal-5. Deal Counsel Compact: This tool is a checklist of principles and guidelines that deal principals can jointly adopt and customize at the outset of their transaction to promote a higher degree of collaboration among all parties in a M&A transaction. These suggested rules of engagement between opposing deal counsel are intended to reduce deal friction and streamline the deal making process. Pre-deal-6. Kickoff Meeting Agenda: This tool provides a checklist for an initial all hands/all parties meeting to address communication and negotiations protocols. A staple of investment banks for initial public offerings and financings, the kickoff meeting agenda provides an opportunity for key players and their counsel to set the agenda for the deal, discuss background, structure, deal documents, parties timetables, and communications protocol. A menu of items that may be addressed during the M&A Kickoff Meeting is set forth on this checklist. Deal-1. Deal Issues Drafting Guide: The Drafting Guide covers a wide range of issues to be considered, decided, and covered in a definitive agreement. It is intended to be used as an internal guide to drafting and negotiating deal issues. The issues are largely derived from the M&A Committee s Deal Points Studies. Deal-2. Deal Issues Negotiating Tool: The Negotiating Tool is intended to highlight and facilitate the negotiation of significant deal issues early in the process. Typically, many key deal issues such as indemnification baskets and caps are not reflected in a letter of intent, but are instead negotiated piecemeal or through the exchange of draft after draft of the deal documents. With the Deal Issues Negotiating Tool, counsel can exchange proposals and attempt to crystallize the more significant deal issues at an early stage. Deal-3. Leading/Assisting/Consulting Informed Chart: This is a suggested chart for tracking the specific roles and responsibilities of individual members of the deal team in a transaction. The purpose of the chart is to make the right people accountable and ensure others are kept in the loop and positioned to provide useful input. Deal-4. Status Report: This is a suggested chart for tracking the status and timely completion of various action items necessary to bring a transaction to a successful close. Sometimes called an Information Radiator, the tool is intended to provide progress updates on the status of various key tasks. Post-closing-1. After-Action Assessment Checklist: Task Force Project Manager Aileen Leventon, President of QLex Consulting Inc., is an advocate of increased use of after-action reviews following the closing of transactions. She notes: Post-matter debriefs have been common in other professional services firms and industries for a long time once they realize that they need to meet a raised bar with each new matter. Clients and law firms are beginning to implement the practice more systematically and broadly. After-action reviews focus on lessons learned and enable the firm, practice group, and client to learn by considering what went right and what went wrong, and what might be improved. This checklist guides the client and counsel through the after-action assessment process and suggests questions that may be considered to elicit lessons learned what was right and wrong in the deal process and what the team can do to improve the handling of future deals. Billing-1. M&A Phase Billing Codes: The original ABA Project Code Set for non-litigation matters has not been applied consistently, nor has it produced meaningful data that improves budgeting or identifies opportunities to improve efficiency and staffing. This has been compounded by the responses of various e-billing software vendors, law firms and individual clients who have developed a hodge-podge of suggested M&A-related coding. The Task Force has developed a simple and sensible set of uniform codes with the objective that they will be widely adopted in connection Become Part of the LPM Action by Providing Feedback The Task Force plans to make available a number of the tools it has developed for further trial and use by deal lawyers. In that regard, you can access the current version of the Deal Counsel Compact, Scoping Outline, and M&A Phase Billing Codes by clicking on each link. Your comments and feedback would be greatly appreciated. We believe that our clients, our practices, and our profession will benefit from the refinement and implementation of these tools. Most importantly, we hope these tools will drive adoption of a paradigm and methodology to improve efficiency and effectiveness in the way deals are handled. To provide feedback, just one of the authors, Byron Kalogerou at [email protected], Dennis White at [email protected], or Task Force Project Manager Aileen Leventon at [email protected]. Published in Business Law Today, August by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association. 3

34 Click to view the latest Business Law TODAY August 2014 with M&A transactions. The codes reflect the phases of a transaction based on temporal factors rather than tasks in other words, the way deal lawyers think about the work that goes into a fee estimate or budget. They capture the involvement of subject matter experts that support the deal team so that there is a common vocabulary within law firms and with clients on the level of effort and costs associated with a transaction. An M&A group that consistently codes time using these codes, even where not required by the client, will also have an apples-to-apples way to compare past work when working up a fee estimate or budget for a new deal. Billing-2. Value Based M&A Billing Arrangements: While value-based fee structures are commonplace in litigation matters, clients and their external M&A counsel often struggle as to how to implement value-based fee structures for M&A deals that align client and counsel interests. We are creating a menu of value-based fee structures that are used successfully by clients and firms for transactional work. We are also creating a checklist of good faith circuit breakers that client and counsel can use when agreeing to these structures, especially fixed or capped arrangements. The circuit breakers are intended to outline certain scenarios where unforeseen circumstances impact all parties expectations and require significant expenditure of additional legal fees. Final Observations As noted above, our Task Force members have been hard at work and have collaborated to create working prototypes of many of these tools, a good number of which are currently being road-tested by M&A Committee members and others in the course of actual transactions. Even when finalized, these checklists and forms are not intended to serve as one-size-fits-all solutions. Rather, they are meant to be resources and tools that lawyers and their clients can consult, adapt, and employ when they deem appropriate. The end result will hopefully be M&A lawyers who are more adept and conscious project managers and transactions that proceed more smoothly and efficiently. As Cornell Boggs, Dow Corning s senior vice president and general counsel succinctly puts it, The rules have changed in the M&A game and we are seeking counsel who are deploying the tools and resources to drive transparency, accountability and predictability into the deal process. Byron S. Kalogerou is a partner with McDermott, Will & Emery LLP in Boston. Dennis J. White is a partner with Verrill Dana, LLP in Boston. They are co-chairs of the Legal Project Management Task Force of the M&A Committee of the Business Law Section of the ABA. ADDITIONAL RESOURCES For other materials related to this topic, please refer to the following. BLS Program Materials Library Why So Complicated? Streamlining Lower Middle Market Deal-Making (PDF) (Audio) 2014 Spring Meeting Presented by Middle Market and Small Business, Mergers and Acquisitions * * * ABA Web Store Legal Project Management in One Hour for Lawyers (Print) (Ebook) Authors: Doug Richardson, Pam Woldow 2013, 155 pages, 7 x 8.5 Learn practical skills and methods for improving efficiency, keeping budgets under control, building strong working relationships with clients, and maximizing profitability. The Power of Legal Project Management (Print) Authors: David A Rueff Jr., Susan Raridon Lambreth 2014, 571 pages, 7 x 10 This exhaustive reference will provide any lawyer with a complete and comprehensive review and discussion of legal project management (LPM), including the business case, the definitions and application, ethical considerations and the issues and constraints in implementation. You ll discover a simple, easy-to-use framework that can be applied from start to finish in any firm or practice area. * * * CLE Products Legal Project Management: Prepare for Changes in the Practice of Law August 18, 2014 Time: 1:00 PM - 2:30 PM ET Credits: 1.50 General CLE Credit Hours The Project Management for Lawyers webinar covers the business case supporting legal project management, and all the issues surrounding implementation of LPM principles, including client communication and special issues for any lawyers implementing LPM principles, such as ethical considerations and project management functions within the organization. The faculty will review the key elements required of a successful litigation and corporate project plan and explains how such planning creates great advantages both for clients and for lawyers serving clients. The goal is to provide tips on how to more fully empower lawyers to achieve win-win relationships with the best tools available, improve efficiencies and predictability in the legaleconomic relationship, and ultimately to achieve better outcomes for the client. Published in Business Law Today, August by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association. 4