July 15, 2013
Last week we began examining ways in which junior associates can quickly get up to speed on a new client. In this second half of this series we will cover three additional suggestions to hit the ground running.
4. Review all the other SEC filings that the client has made over the last two years.
While most of the important information about the client will be included in the major SEC reports and filings referred to above the associate should still take the time to review everything else that the client has filed with the SEC over the last two years including disclosures made on Form 8-K and in quarterly reports on Form 10-Q. Reviewing this information will provide the associate with a better idea of the flow of events with respect to the client. For privately-held companies the review should include communications made to shareholders over the last two years.
5. Review all of information regarding products, services and company activities that the client has released to the public over the last two years.
Items 3 and 4 focus on information presented to investors; however, the associate needs to be very familiar with communications that the client has sent out into the marketplace in general and to customers in particular. The scope of review will depend to some degree on the associate’s own prior familiarity with those products and services and the underlying technology. At the outset a general review will probably suffice, since the associate can get into details later when a specific issue arises.
6. Carefully review the client’s “due diligence binder” and make notes on how to improve and update it.
Reviewing all of the information described in the first five items above should set the associate up nicely to finally tackle whatever passes for the client’s “due diligence binder”. The focus of this item is on reviewing all of the items that the client would normally expect to be asked to collect and organize when it is involved in a major transaction that requires a thorough tour by an outside party (i.e., potential acquirer or an investment banker) through the legal and operational infrastructure of the client: charter documents, contracts, licenses and permits, policy statements etc.
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Obviously the six steps above are just a start and the associate should plan on participating in a series of meetings with managers from the client to understand specific issues and build on the associate’s initial knowledge base. The associate should be asked to complete the steps above within a fixed period of time and once that has been done the associate should sit down the partner responsible for the client relationship to discuss what the associate has learned, go over any questions and create a plan for the associate to get involved in the client relationship. The client should not be billed for the time that the associate spends on his or her orientation; however, the law firm should expect to recover the value of the time invested because the associate will be more efficient and should be able to quickly gain the confidence of the client.