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Divide & Conquer – How to efficiently iterate your asset deal documents

Follow these steps in your next asset deal to achieve quicker turnaround times in reviewing schedule documents with the subject matter experts in your team.

While negotiating an asset purchase agreement, the buyer and seller will need to iterate on potentially hundreds of pages of deal documents. In particular, the schedule documents will need careful review, to ensure that the terms of the deal are clear, including which contracts, IPR, facilities, equipment, key employees, etc. will be transferred, which will be excluded, and what consents will be required to close the deal. The seller will need to involve experts from legal, HR, sales, IPR, real estate, and possibly other areas to do this well. 

Time will be against you, though, as the deadline for signing will loom and the other responsibilities of the team will fight for their attention. Despite the urgency, plenty of time can be wasted or key points can get overlooked while juggling document versions, fumbling with comments spread out in emails, and mismanaging priorities during team calls.

For cases like this, project teams already using the Midaxo M&A platform can quickly extend their project workspace to facilitate a distributed document review process. With the divide-and-conquer approach described below, teams can iterate document revisions faster and reduce the risk that key issues are noticed too late.                                                  

Step 1: Establish a structure and assign responsibilities

As soon as the seller knows what schedules are expected for the asset purchase agreement, the project admin imports the list as tasks into the team’s Midaxo project (along with guidance for team members) and assigns each task (= schedule to be reviewed) to the most appropriate team member(s). Doing this before the first draft is even ready helps the team to understand what is expected of them, and it helps the project admin ensure that all documents will be reviewed.

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When the first draft of the schedules is ready, each schedule document and any attachments are uploaded to the corresponding task in Midaxo and team members can immediately begin their review.

Step 2: Review documents separately, record notes collectively

Team members can now focus their time on only those documents assigned to them, without having to second-guess their responsibilities.

As agreed amongst the team, when they start to review a document, they mark the status of the task as In Progress and jot down observations in the Deal Notes section of Midaxo. If they need help, they can send out a comment from the Activity section in Midaxo or even add another team member as a co-reviewer for the document. If there is a serious concern, they can Flag the task and/or identify an Issue and track it in Midaxo. When the document is complete, they can mark the corresponding task as Completed.

Step 3: Prioritize and consolidate feedback

Once everyone has had a chance to review their assigned documents, the team (or a subset) can assess their progress in a team call. Scanning the status column of the task list reveals which items need to be discussed further, which items are ready, and which have yet to be reviewed. With this information, the team can spend their precious time together in the most effective way: discussing high-priority issues, concluding open topics, and recording new comments.

And with all the notes in one place – even from those who are absent from the call – the deal documentation facilitator can consolidate the feedback for the seller to incorporate in the next version.

Step 4: Repeat, without starting from scratch each time

For each subsequent iteration, the process is repeated. Revised documents are uploaded to their respective tasks and comments are sent out to the task owners, alerting them of the update. Team members check the revised documents, compare them to previous revisions and observations, and make further notes, set flags, or finally mark the tasks as completed.

Tailoring this approach for your next deal

The approach described here was used by one of Midaxo’s clients in a recent asset deal, but several variations are also possible. For example, bringing the seller or their legal representative into the Midaxo project (with the appropriate permissions) opens up opportunities to reduce the iteration time further and to work more collaboratively. If that’s not possible, Midaxo’s project/task email feature can be used by external parties to import new document versions. With Midaxo, teams also have the flexibility to choose whether to take a more disciplined approach by assigning tasks and deadlines per revision or to take a looser approach as described above.

Whatever variation suits your project best, your team can benefit from the added coordination that the Midaxo platform facilitates. Your team members will feel more empowered with clear and focused responsibilities, and project admins will appreciate having a birds-eye view of the documents’ readiness with pointers to outstanding issues.

For more info on using Midaxo to manage M&A projects, please click here.

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