The Canadian Corporate Counsel Association (CCCA) National Conference and In-House Counsel Worldwide Summit were held in Toronto from April 19 to May 1 and featured a plenary session that focused on trends in M&A and the impact of technology on valuation and deal making. Michael Fekete, National Innovation Leader and Co-Chair of the Technology Group at Osler, moderated the “The Art of the Deal: M&A in the Global Village” panel discussion that included Jeremy Fraiberg, Co-Chair of the firm’s M&A Group. In an article in The Lawyer’s Daily, Amanda Jerome reports on the issues that the panellists explored and the insights they shared, particularly in relation to their organizations’ investment in technologies to streamline their work processes – and the risks inherent in those acquisitions.
For instance, Jeremy recalls the beginning of his legal career where determining the market for an indemnity in an M&A deal required him to “go around to different lawyers’ offices and create a binder and do a chart. Now you can literally press a button and get a deal point study, or five deal point studies, so you can do things extremely quickly.
“I think the challenge with technology, leaving aside the impact on how many people you need to do the work, is on diligence and cost and how do you use it appropriately in light of a client’s objectives,” he continues.
Michael also refers to the evolving role technology is playing in the delivery of legal products and services.
“This is the land of opportunity in that we now have tools that can be combined with legal expertise to deliver something that is much more powerful than it has been before,” he explains. “Where there can be a self-help tool that is hosted in the cloud, or on a service provider’s data centre, and delivers a solution that gets you 80 per cent of the way there. So in-house departments may use these tools and then look to internal or external experts to enhance what is created through the use of tools.”
Michael asked the panel about the impact of the #MeToo movement on data protection, privacy and reputational risks, and suggested that there will be an increased emphasis on background checks.
“What certification do you want from an individual founder or other key members of the team that you want them to present to you [to prove] they have not engaged in inappropriate conduct?” he asks. “If they have, you have certain remedies. We’re not saying this is common practice, but is this where we’re heading?”
If you subscribe to The Lawyer’s Daily, you can learn more by reading Amanda Jerome’s full article “Benefits of technology worth the risk in M&A: panel” from May 8, 2018.