Pre-Close DataHarvesting Rules toAvoid Gun-Jumping
Objective
Integration leads require additional data to create integration plansWork streams request data to be “harvested”Acquirer and Acquired Co. legal teams determine if the data requested isNon-Sensitive: OK for integration team to reviewSensitive: giving a business a competitive advantage or influenceAll requests are considered and data is retrieved, if possibleData is placed into a Virtual Data Room (VDR)Integration Teamfolder, for Non-Sensitive dataClean Teamfolder andLegal Onlyfolder for Sensitive dataAs we get near to closing the deal, data will get declassified
Process Flow
Work Stream requests datausing Smartsheet
Finished
No
Acq. Co. Point of Contact assigned to find or create data
No
Yes
Placed intoIntegration Teamarea of VDR
Legal defines data as Sensitive?
Yes
Data needs to be created. Acquired Co. resource constraints: declines creating data
Data already inIntegration Teamarea of VDR?
Acquired Co. Point of Contact assigned to find data
Places into VDR,Clean Teamfolder for later access
Acquirer team escalates issue?
Escalation process
Yes
Yes
Places into VDR,Legal Onlyfolder for Day 1 access
Tool We’re Using for Requests
Using online spreadsheet from SmartsheetAvailable to multiple users at same time. One True SourceEveryone to get an account to log inVery Excel-likeWith added features: adding files, comments, sharing, prompting colleagues for updates to a row of informationWill be offering training in SmartsheetLots of videos on YouTube to assistHelp document on our process is being createdContact PRITCHETT if you have access issues
How to Submit Data Requests
Changes to fields are made byRequester (when entering a request, adding files)Team members (when making comments)Legal teams (after assessing a request)Acquired Co. staff (after a file is uploaded)
Virtual Data Room
Folders hold info for each streamData requestsProject filesSynergy tracking dataAccessEach member has access to own work stream folder and the IMO folder
Weekly Data Harvesting Meetings
Legal & IMO will review requests and approveIMO holds weekly meeting with Legal teams to review data requestsSlated for WednesdaysSubmit your requests by Tuesday close of business to be considered in this meeting
Due COB
Mon
Tues
Wed
Thur
Fri
Team Leads submit requests
IMOmeeting w/Legal
Legal reviews requests
Acquired Co. responses
IMO monitors responses
Key Events
Declared “Sensitive” by Acquired Co.
Data Needs to be Created By Acquired Co.
Mitigation Steps:Request specific questions to be answeredLegal teams to sign off on requestsStore data responses in a fileRequest meeting to resolveLegal team to agree the agenda in advanceEscalate to Integration ManagerEscalate to EVP
Mitigation Options:Depending upon the criticality. Team mayClarify the importance“Horse Trade” other requests to create bandwidth
Escalation Scenarios
Escalation 1: Ask Specific Questions
If you are not given access to a documentBecause some of the content is sensitive, ask specific questions that you want answeredQuestions should be written in a Word documentCreate a new request in the Data Request SmartsheetInDetailed Descriptionfield add the text “See attached file”Add the file to that row
Escalation 2: Meeting Request
Request meeting in a SmartsheetMust include meeting agendaAttach a file with the agenda to the row that has the requestIMO and Legal seek the meetingStick to just the agreed agendaBe aware of HSR restrictionsLegal team not attending meeting
General FAQs
What is considered Sensitive Data?Generally it is information that can affect the business of Acquired Co. if the acquisition were to not take placeWhat do I do if someone emails me the data?This is a violation of HRC rulesCopy and paste the email into a Word documentPlace it into your xyz folderReply to the email to tell the contact what you’ve doneWhat if I have issues accessing Smartsheet or xyz?Contact PRITCHETT
Acquired Co. - Specific FAQs
How do the Acquired Co. staff know who or where to send their data to?Send to Point Of Contact (POC) - the Acquired Co. team has accessWhat if only part of the data is available?Give what you can ASAP, with a readme doc that explains why only part is available
Currently Working with Legal
Getting signoff of the process from Acquired Co.Identification of Acquired Co. Point Of Contact and backup POC,Who will actually collect and upload the filesAccessing DD VDR data
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