The client, an American multinational consumer credit reporting agency that maintains records of over 400 million customers across the globe, was considering acquisition of six target companies and needed to analyze the risk and liabilities present within each company’s contracts. The goal of the due diligence contract review project was to evaluate a large number of contracts and then identify, summarize, highlight and analyze the obligations which would help the client’s lawyers to prepare the due diligence report and ultimately make the purchase decision.
The Thomson Reuters M&A Due Diligence team and the client constructed a multidisciplinary team to perform the contract review:
- Delivered contracts in phases to the review team
- Analyzed a wide variety of contract types including lease agreements, master service agreements, data license agreements, data purchase agreements, reseller agreement, statement of work, asset management agreement, etc.
- Summarized the important clauses such as change of control, liability limitation, assignment restrictions, indemnity obligations, etc., and escalated any specific issues to the client for immediate consideration
- Established a quality check system, ensuring highest quality and consistency for the final delivery
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The M&A Due Diligence team reviewed more than 2,000 contracts, delivered in six phases, each with very brief turnaround times of no more than two weeks, and in some cases, just a few days.
- Reduced the cost of due diligence contract review by more than 70% by leveraging
- Met tight turnaround timeframes that would otherwise have not been possible
if performed in house
- In-house lawyers’ time spent advising on legal risks and issues, not on reviewing contracts