Data breaches by rogue employees – employers still liable: Vicarious liability applies
John Warchus | 31.01.2019
17.10.2018 Thomas Clark
Benjamin Franklin said “by failing to prepare, you are preparing to fail” and that is never more than true in transactional work. As preparation is key to a smooth and ultimately successful acquisition or disposal, each quarter we will bring you some of our most important rules to follow leading up to that all important transaction. The first, appointing your key advisers.
We see many advisers on transactions, some good, some exceptional, and some not so exceptional. Our first rule is to pick your advisers wisely. It is likely that you will need at least a selection of lawyers including corporate financiers, accountants and tax advisers. Seeing as the transaction could be one of the most important events in years or lifetimes, it is important to ensure that you pick them wisely.
What should you look for? A good adviser should have many important attributes and we consider the following to be critical:
Experience – All of your advisers should have relevant experience of the type of transaction you are undertaking. If you are an IT business, then look for advisers who have relevant IT experience and ask them what they have done before in your field as it is wise to choose advisors with the right specialist experience.
I specialise in large scale reorganisations and employee incentives in the digital and TMT sectors, whilst Peter Jeffery specialises in high value acquisitions and disposals of digital and TMT businesses.
Relationship – You are likely to be working with your chosen adviser for weeks, if not months. Work out whether you have a good relationship with them and can (or even would enjoy) spending long periods with them. Any good adviser will be happy to meet many times before being formally engaged which can be an excellent opportunity to get a feel for that individual. We have clients who we know very well, and those relationships are enjoyable to maintain. Critically, our clients feel the same about us.
Old or new – Advisers with many years’ experience are often valued and respected. Additionally, consider if you need additional advisers to help with the transaction. For example, your existing accountant’s knowledge of the business may be invaluable in assisting with due diligence, but do they have the requisite knowledge to provide complex corporate tax advice?
Style – There may not be a right or wrong style, but nonetheless it is important to find advisers who match your own style. If you prefer to speak on the phone, find an adviser who likes to do the same. If you like your adviser to be available 24/7 no matter what, then make sure that is your adviser’s preferred way of working too. Ultimately, different styles can cause conflict and when embarking on an important transaction, conflict with your adviser is the last thing you want.
Enthusiasm – You would think this to be a given, but sadly it’s not always the case. Your transaction is likely to involve long hours and days (and possibly nights!). If your adviser isn’t enthusiastic about the work to be done when you first engage them, then it’s unlikely they will share your enthusiasm about the transaction itself. Your adviser should share your excitement, not overlook it.
Ultimately, good advisers not only provide the best advice during the transaction, but also ensure that it proceeds in the smoothest possible manner, with the most advantageous outcome.
John Warchus | 31.01.2019
Thomas Clark | 07.01.2019
Dorothy Agnew | 16.10.2018