Clarifying the value-based fees approach for a merger or acquisition, for example, involves
consideration of several major issues, such as:
•;What is the overall goal to be accomplished by the deal?
•;What are the key constraints that will impact the deal?
•;What are the key outputs?
•;Who are the key players?
•;What is the schedule?
Component factors of these issues might include the following:
•;What will be the structure of the deal asset purchase? Stock purchase? Merger? What are the
requirements specific to that structure?
•;What are the laws governing the transaction (jurisdictional rules, antitrust, securities
regulations, employment laws, industry regulations, etc.)? What agencies are implicated?
•;What are the tax implications?
•;What needs to be included in the letter of intent?
•;What are the contingencies for completing the deal?
•;What is the appropriate due diligence? What should it encompass and how extensive should
•;What are the financing issues?
•;What disclosures are required and when (board, investors)?
•;What ancillary agreements will be required in addition to the purchase agreements?
•;What is our deadline for closing the deal?
•;Who needs to be involved inside the department, inside the company, at law firms, banks, or
All of these factors play into determination of the scope of the project and the subsequent
steps of developing the schedule and budget for the project as well as assigning roles and
As with all projects, communication plans are important for M&A
projects. There are a number of disparate groups involved. M&A projects
typically involve most corporate business groups, including finance, tax, HR,
IT, compliance, audit and legal. Depending on the nature of the transaction,
they also typically involve a number of outside parties such as the buyer’s and
seller’s outside counsel, the buyer’s lender and lender’s counsel, an investment
banker or broker, independent accounting and tax advisors, and potentially
other service providers. The communication plan for an M&A project would
need to take into consideration all these groups and specify which players
should receive which communications and when. Because of the sensitive
nature of the project, the plan would also need to specify who has access to
what level of information.
ACC Guide to Project
Management – 2011