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. It would be a due diligence project on a massive scale, requiring coordination and a disciplined process to complete in a timely manner.
The due diligence contract review project needed 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. Ultimately, the purchase decision would be informed by the results of the report. With so much riding on an accurate, thorough and reliable report, the agency looked for a partner with the experience and deep knowledge.
A new approach
The agency came to Thomson Reuters for assistance in developing and implementing a contract review. Together, the Thomson Reuters M&A Due Diligence team and the client constructed a multidisciplinary team to perform the contract review. Thomson Reuters offers a distinct approach to helping clients optimize and manage their end-to-end contract lifecycle. As a trusted partner, we act as an extension of your legal team, transforming the way you manage your contracts. Our managed process includes flexible staffing and the implementation of technologies that improve collaboration across your organization.
For this client, the Thomson Reuters team delivered contracts in phases to the review team to help manage workflow and maintain a manageable pace of work. They 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 and more. For each, they summarized the important clauses such as change of control, liability limitation, assignment restrictions and indemnity obligations. By escalating any specific issues to the client for immediate consideration, they stayed ahead of any bottlenecks in the workflow. Finally, they established a quality check system, ensuring highest quality and consistency for the final delivery.
Legal Managed Services
A new era of outsourced legal services has arrived. We use the best legal talent, expertly designed processes, and cutting-edge technology to support the work of our clients. Our model is designed for a world where the challenges of big data and regulatory requirements grow every day.
Speed and scale
The results were impressive. 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.
The team reduced the cost of due diligence contract review by more than 70% by leveraging offshore resources and met tight turnaround timeframes that would otherwise have not been possible if performed in-house. By doing this, in-house lawyers spent their time advising on legal risks and issues, not on reviewing contracts.