Every Deal Needs a Quarterback (Perspective)

Editor’s Note: The author of this post advises corporations on a range of matters, including mergers and acquisitions.

As the legal market gets more competitive, clients are demanding ever more efficient service. I have observed that one source of inefficiency is transaction team members not knowing what other team members are doing so time is spent repeating tasks or not leveraging existing work product. Clients have told me that they become frustrated when different team members are either telling them the same thing or they, meaning the client, are telling deal team members what other team members are doing. This article focuses on practical strategies to help (i) avoid frustrating your client and (ii) streamlining your processes.

Good communication and a clear demarcation of responsibility are key to efficient processes. Every transaction should have one “quarterback.” The “quarterback” should understand, at least at a high level, all aspects of the transaction. The “quarterback” or her designee should be the point person for all significant client communication. Having one primary outside communicator is particularly important in transactions that have multiple aspects, such as an acquisition that is being financed and also has an equity roll as it shows the client that there is one person managing the process as opposed to a process that may seem chaotic and out of control.

While having a “quarterback” seems obvious, how do you make it happen? There are several strategies which I have employed that worked well. Some strategies I frequently use are: (i) regular recurring team meetings; (ii) using robust checklists; and (iii), in cases with multiple transactions occurring in connection with one overall transaction, a team leader for each sub-transaction.

In a transaction I was working on which involved an acquisition, a bridge financing and a public offering to take out the bridge financing, we had team meetings every morning at which at least one member of each team was present as was our “quarterback.” The teams each updated each other as to current status with particular focus on issues, especially timing issues, which had arisen as well as documentation that was currently underway. Not only where we able to make sure that our quarterback knew what was going so she was effectively able to communicate with the client, we were able to ensure that all of our documents were in sync. We were able to get the documents to the client in a timely manner and also provide that each document was informed by the other documents and were consistent (e.g., whereas clauses and miscellaneous sections). Also, we were able to coordinate document signatures through one channel so there was no confusion about which documents need to be signed by whom and not require the client to sign extra documents, such as two sets of resolutions that could easy be combined into one set.

A robust checklist, either alone or in conjunction with a “quarterback,” can also help ensure everyone stays on task and on track. We will often use a shared document drive so everyone on the team has access to the checklist and, in many cases, the deal documentation. Most members of the deal team should have “read only” access to the checklist and a small group should have editing rights otherwise you can end up with a disaster of a document that is confusing and becomes worse than useless! If the checklist is properly crafted such that it provides for not only the document or action called for but the status and responsible party (as well as the document ID) for each document and action, it can provide many of the same functions as “quarterback.”

Lastly, if you have multiple types of transactions that make up one large transaction, a “quarterback” for each sub-transaction may be useful. This person can communicate specific issues regarding the sub-transaction to the client while supporting the overall “quarterback” so the communication is clear and concise and the various teams are working efficiently with each other.