Point #2; are they sharing information? I was involved in a transaction recently where the accountants were on a deal talking to the accountants on the other side. The investment bankers were on the deal talking to the investment bankers on the other side. Nobody was telling the lawyer what was what and ultimately, I need to take the concerns that have been raised or observed in other parts of the due diligence and integrate them into the document. So if the accountant calls the other accounting firm and says, "Well, these internal controls and processes are not what we thought they would be." Well damn it, call me at some point and tell me so that I can draft special reps and warranties and protection around the internal processes not being what they should be. So a lot of it is also good communication by and among team members and understanding each other’s roles.
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Written by Andrew Sherman
Andrew Sherman is an M&A Partner at Jones Day. He focuses his practice on issues affecting business growth for companies at all stages, including developing strategies to leverage intellectual property and technology assets, as well as international corporate transactional and franchising matters.
He has served as a legal and strategic advisor to dozens of Fortune 500 companies and hundreds of emerging growth companies. He has represented U.S. and international clients from early stage, rapidly growing start-ups, to closely held franchisors and middle market companies, to multibillion dollar international conglomerates. He also counsels on issues such as franchising, licensing, joint ventures, strategic alliances, capital formation, distribution channels, technology development, and mergers and acquisitions.Full Bio