Seven Steps to Cohesively Combining In-House Legal Departments in a Merger or Acquisition

By Carlo Cotrone
August 4, 2018

Companies involved in a merger or acquisition often bring respective legal departments that must be combined after the M&A transaction closes. This presents a singular opportunity to build a new legal department that assimilates the best aspects of each legacy department and offers attorneys and other legal professionals an enhanced career platform. However, if the integration process is not carefully managed, that opportunity can be missed, limiting the potential of the new department, individual team members, and the business at large.

If you—a manager or other leader in the combined in-house legal team—follow the seven steps below, you’ll likely create a cohesive, impactful team that does great things for your business.

  1. Continually assess your team’s effectiveness and make necessary changes.

Remember Socrates’s advice, “Know thyself”? Before jettisoning established processes, imposing one side’s way of doing things on the combined department, or following the path of least resistance, take careful stock of the legacy departments’ respective strengths and weaknesses. Armed with insights about what worked and what did not, you’re less likely to repeat the mistakes of the past or make new ones.

In this LinkedIn article, I highlight attributes of effective in-house legal teams. It can help you assess the past effectiveness of the legacy departments, so you can make needed changes to benefit the combined department. Of course, going forward, you also should continually assess the effectiveness of the combined department and make course corrections to ensure that it operates at the highest possible level.

  1. Develop a vision and a plan for executing on that vision.

You need a clear vision for the combined department, preferably on day one of the new enterprise, but if not, as soon as possible thereafter. Everything the department does should support achieving that vision. Without a vision and an accompanying plan for execution, including measurable objectives, you may fall short as a leader no matter your sincerity and drive to succeed. Moreover, your team members may feel like they’re floundering, unsure of what direction the department is heading in and whether it deserves their full commitment.

  1. Communicate early and often.

Err on the side of overcommunicating with the new team. This includes communicating your vision and other details involving or affecting the combined department, such as process or policy changes, new initiatives, timelines to complete important actions, and departures of personnel. Be as transparent as possible. A merger or acquisition typically is rife with change, uncertainty, and heightened stress and anxiety among employees. Communication is an essential building block of a healthy departmental culture.

  1. Manage the expectations of team members.

An M&A transaction commonly ushers in changes in roles, responsibilities, titles, position, or influence. To employees on the legal team who are adversely affected, certain changes may seem arbitrary, irrational, or unfair. You need to anticipate their likely perceptions of the changes and directly discuss with them the decisions made, their rationale, and what they mean to the team members’ ability to advance within the department. If you don’t openly acknowledge and address such matters, employees may assume the worst and feel less motivated.

  1. Don’t play favorites.

Remember that you’re a leader of the combined department, including colleagues from both sides of the transaction. The entire team will be watching to see whether you treat everyone evenhandedly. Even the appearance of favoritism may burn bridges and sabotage your ability to lead. Go out of your way to work and interact with your new colleagues to ensure you can fairly and accurately assess the merits of all team members. Never allow familiarity and history to cloud your decisions in areas such as project staffing, compensation adjustments, and promotion within the department.

  1. Get professional development plans in place for all team members.

It can take months after closing for dust to settle in the new enterprise. Throughout the transition, things can feel chaotic and fluid because they’re often just that. And, as a leader, you’ll likely be pulled in countless directions, constantly under pressure. Nevertheless, you need to sit down with each person in the combined department as soon as possible to chart plans for their individual success. You’ll quickly gain respect and buy-in by proactively investing time and attention in nurturing team members’ career growth.

  1. Build camaraderie in the combined department.

Individuals tend to be happiest and most productive when they enjoy working with, and respect, their fellow team members, and when they feel part of a collective with a common mission. Be intentional about fostering a strong camaraderie or esprit de corps on your new team. For instance, ask team members from both legacy departments to collaborate on a creative project or challenging transaction. Plan a luncheon or social event, partner with a pro bono organization, or take part in a community service project as a team. Seek out the team’s input on questions such as, “What kind of department would you like to build together that we can be proud of?”, and “What steps do we need to take to get there?” You’ll be amazed at how these and other small gestures will bring your team together, increasing its overall effectiveness.

Combining legal departments is never an easy task. However, effective leaders apply their management acumen to create a new department that is ultimately stronger, more cohesive, and more effective than what came before.

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This article reflects my current personal views and should not be necessarily attributed to my current or former employers, or their respective clients or customers.

The Author

Carlo Cotrone

Carlo Cotrone is Senior IP Counsel at Baker Hughes, a GE company (“BHGE”). As lead IP counsel for three BHGE business units, he manages the development and execution of offensive and defensive IP strategies, provides IP and general corporate advice, and negotiates agreements with licensees, customers, and suppliers. He also is Adjunct Professor of Law at University of Houston Law Center, and a frequent conference speaker and blog contributor on topics such as IP strategy and asset management, legal ethics, collaboration and innovation strategies for law firms and corporate legal departments, and professional development. Carlo is the inventor of two United States patents directed to digital sheet music technology. Previously, he practiced law at several firms on the East Coast and in the Midwest, most recently as a partner.

Warning & Disclaimer: The pages, articles and comments on IPWatchdog.com do not constitute legal advice, nor do they create any attorney-client relationship. The articles published express the personal opinion and views of the author and should not be attributed to the author’s employer, clients or the sponsors of IPWatchdog.com. Read more.

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