 Contracts are a fundamental aspect of running a business. Contracts guide and govern your organization’s relationships with employees, partners, vendors, and customers.
Contract management is the process of managing an organization’s legal contracts. Effective contract management guarantees that all business operations benefit all parties involved and minimize the potential for litigation and liabilities. Often, businesses will outsource this process to an outside company. This article will give you a basic understanding of the contract management process. What are the Steps of Contract Management? Contract management follows seven steps. 1. Initiation During the initial stage of contract management, the party responsible for contract management will evaluate your need for a contract and provide guidelines for what you can expect during the process of creating a contract. Organization and preparation are critical. You should be prepared to outline your reasons for requiring a contract and identify potential risks that could arise during the process. 2. Generation A contract management consultant often works in partnership with an attorney to ensure a contract is as complete and accurate as possible from the first draft. All wording must be precise without any room for interpretation. 3. Negotiation While drafting a contract, you must attempt to anticipate the other party’s needs and wants. Even the most thoroughly prepared contract will require some negotiation with all parties involved. Review the contract together and adjust the contract as needed until all parties are satisfied. 4. Approval Approval of the contract comes after a successful negotiation. When all parties are satisfied with the contract, all necessary parties can approve it. It can be helpful to identify all parties who will need to approve the final contract during the initiation phase. In many cases, this may include members of upper management and the company’s in-house legal team. 5. Execution After completing negotiations and approving the contract, all parties must sign the contract–also called executing the contract. People can sign in person if all parties can be present, or you may use one of many available e-signature applications. Once all parties have signed the contract, you must make copies and distribute them to all involved parties. 6. Revision A contract is not written in stone. As new, unanticipated situations arise, you may amend or revise the contract to reflect the necessary changes. This process can be complicated, but an effective contract management process can reduce much of the confusion. 7. Management The final stage of contract management occurs after the contract is negotiated, approved, and executed. An essential aspect of contract management is regular evaluation. It’s critical to ensure all parties comply with the contract’s guidelines and pay attention to deadlines outlined in the contract. Contracts may also need to be renewed. Avoid missing renewal periods because they can result in missed revenue and opportunities to build relationships with your partners. Find Corporate Law Consulting Don’t leave something as essential as contracts up to chance. Find knowledgeable corporate law consulting services by contacting the knowledgeable team at Intuitive Edge. Our consultants provide the practical, thoughtful contract management services your business needs to thrive. Reach out to our team to learn more about our services.
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 Many corporate finance professionals face the challenge of finding the best way to grow a business. The question is often whether it’s better to invest in projects within the company as it is or to grow by acquiring other firms. Mergers and acquisitions are part of the process of inorganic growth, which is often the path a company may choose. In a recent survey, more than 90% of U.S. executives in both private equity firms and corporations reported that they expected mergers and acquisitions to remain stable or increase in the next 12 months. Mergers and acquisition deals often become complicated, and having the knowledge and experience to avoid potential risks and complications is critical. A consulting firm can help you avoid the pitfalls of mergers and acquisition deals and help you grow your business with minimal risk. Understanding Mergers and Acquisitions Mergers and acquisitions–or M&A–are the processes of fusing corporations or their assets. While some use these terms interchangeably, mergers and acquisitions are actually separate processes. MergersWhen two companies merge, they agree to form a new entity. For example, if Company A and Company B decide to consolidate, they would create a new entity: Company C. A well-known example occurred in 1999 when Exxon Corporation and the Mobil Corporation merged to form Exxon Mobil Corporation. Acquisitions An acquisition occurs when one company assumes ownership of another company or asset by purchasing the entity. For example, if Company A buys Company B, these two entities may continue functioning as Company A. One recent example of an acquisition deal is when Amazon acquired Whole Foods, meaning it now owns the high-end grocery chain and its assets. Mergers and acquisitions can help corporations grow and extend their reach–but securing a good deal can be challenging. Common Risks of Mergers and Acquisitions The benefits of mergers and acquisitions can be immense–but they can be complex and prone to setbacks. Here are some of the most common issues that arise within M&A deals. Insufficient due diligence Purchasing pre-existing assets can benefit your company, but you must avoid taking on legal problems, tax issues, and other complications. Failing to do your research before finalizing an M&A deal can lead to significant problems down the road. Overpaying With the pressure that can build during an M&A transaction, some companies are pushed to overpay just to get the deal in place. Problems with integration Mergers aren’t just about money and assets–they also involve melding cultures and processes. Without a thorough plan in place, companies can experience tumultuous times as employees, ideas, and values clash. Working with mergers and acquisitions consulting specialists can help you avoid the setbacks and issues that can stall your progress. Mergers and Acquisition ConsultingIntuitive Edge offers a different approach to mergers and acquisition consulting. In our current highly regulatory and litigious environment, successful mergers and acquisition deals require more contracts, amendments, notices, and other steps than ever.
Our innovative OASIS Cycle process lets us deliver efficient, cost-effective contract transition and integration services. Our teams are co-led by an attorney and a project manager, and we take relationship management seriously. Our team has extensive experience with the corporate matrix and cross-functional cooperation, and we utilize our people, technology, and processes to get the best results. Intuitive Edge is based out of Dallas, TX and offers merger and acquisition services, contract management consulting, contract management as a service, and data privacy services. Contact the Intuitive Edge team to learn more about our services and let us make your project seamless  An M&A consultant is a mergers and acquisitions advisor who helps either the buyer or the seller during the transaction process, making for a smoother process.
M&A consultants arrive right from the start of the acquisition process or during the transition process. They evaluate the acquiring business and ensure that the books are correct. Also, they make sure that important documents are available and reviewed for completeness and risk exposure. These could include:
When to Use an M&A Consultant In an ideal situation, the best time to involve an M&A consultant is right from the start, while you are still considering selling your business. This gives you time to accurately prepare your business to increase its value. The sooner, the better. However, it doesn't matter what stage you are at, it's never too late to bring an M&A consultant on board. How to Pick an M&A Consultant Picking the right M&A consultant for your company will have a straight impact on how swiftly the sale goes through and on the price and value you will eventually get. The transaction size will be a major factor when deciding which type of consultant to approach. However, it’s hard to pigeon-hole consultants into a particular transaction size. Here are some rules of thumb when it comes to transaction advising:
Experience Do they know your industry and business? What is their familiarity with selling similar businesses to yours? Have they performed transition activities? How do they perform transition activities? What is the number of closed deals? Has this M&A consultant been triumphant in attaining premium valuations? Do they have references? How will your business be marketed? What contacts do they have among possible buyers? Process What is their process? Are they well-organized? Will they work diligently during the whole process to set your company up for a winning close and value added transition? How will they keep the sale confidential? Fees What are their fees? How are the fees structured? What do their fees cover? How do their fees compare with other M&A consultants? Team Who is on their team? Will your business receive the energy and time it warrants? What are the experiences and track records of the team members? Do you feel comfortable around the team? Do you trust them? How Much Does an M&A Consultant Charge? Selling and transitioning a business is a laborious project. Fees will differ contingent on which type of M&A consultant you choose to use and what the estimated sale value of your business will be. Our M&A consulting service is based on expertise, transparency and visibility to KPIs. If you are selling your business, connect with us to discuss your needs and how our consultants can be of service.  Bloomberg recently published Data Security Practices: State Laws, a report that was prepared in cooperation with Melissa Krasnow, partner with VLP Law Group LLP. The report is available for download and goes through a state-by-state analysis of the different requirements. We have heard a lot about state laws that require private companies to implement data security practices when handling personal information but did you know that eleven states now require companies to incorporate data security provisions in vendor contracts?
The report itself is almost 50 pages but it organizes the content into a state-by-state summary of the 11 that require specific inclusion of data security provisions in vendor contracts, a chart displaying laws in each state, and details on whether a given law applies to all business or only those in a specific sector. This report goes through the 11 states that require provisions in vendor contracts: Alabama, California, Colorado, Illinois, Maryland, Massachusetts, Nebraska, Nevada, New Mexico, Oregon, and Rhode Island. It summarizes the contract requirements as well as the types of information covered. The state-by-state chart detailing the laws in each states also shows the states that have no state laws regarding data security provisions or vendor specific provisions: Alaska, Hawaii, Iowa, Maine, Michigan, Missouri, Mississippi, North Dakota, South Carolina, South Dakota, Tennessee, Vermont, Wisconsin, and Wyoming. This highlights just how important it is to not just manage your security but to manage your contracts as well. Let us help you manage your contracts and compliance with State Law. Written by Emily McNeeley, CIPP/US, Attorney, Intuitive Edge Team  We have written before about contracts being important because they lay out the "rules of the game" if you will. They outline the terms and conditions so each side knows what they are getting and more importantly, what they aren't getting. Independent Contractor agreements are no different in that regard and can save you some pretty nasty problems in the future. 1. Independent Contractor vs. Employee. When engaging someone to do work for you or your business, you have to decide if you want them to be an employee or Independent Contractor. When you have employees there are a lot of rules and regulations surrounding that engagement and you have a lot more responsibility surrounding them and their actions. With an Independent Contractor the rules and regulations are different, but still there. If you lay out their status beforehand in an Employment Agreement, for employees, or Independent Contractor Agreement, for Independent Contractors, then the individual or company will have a clear understanding of their status in regard to you. This can save you from huge headaches in the future. 2. Protect Your Business. An Independent Contractor agreement will also serve to protect your confidential information from being shared, for example your pricing, your know-how, your processes, financial information or your ideas. It will also prevent your contractor from taking advantage of working for your business just to leave you to start a similar business that competes for your customers. 3. Outline of Duties. Being clear up front as to the duties of the Independent Contractor and what they can and cannot do is vital. Having a good social media clause and a description of duties goes a log way to keeping your expectations and their expectations on the same page. Minimizing confusion is a great way to minimize disputes which minimizes litigation. 4. Arbitration. Speaking of minimizing litigation, it is always vital and necessary, from my perspective, to have an arbitration clause in Independent Contractor agreements. This takes you away from a dispute arising and the other party going directly to the courthouse. It gives you time to try to come to an agreement with a knowledgeable and insightful arbitrator without all the crazy litigation rules and fees. Intuitive Edge is your one-stop shop for all business-efficiency and contract-consulting services. We make your business more efficient by assessing gaps in your policies and processes and building relationships with your employees so they stay with your organization. Contact us today for our services, we also have great referrals for arbitrators, financial planners, and corporate training programs. Written by Intuitive Edge Team  The Oxford comma, or serial comma, is the comma placed inside a list of items and can cause the individual who reads the list to be confused. For example, the list of "cars, trucks, and wagons" indicates three separate types of ways of transportation. However, if you leave out the comma and write it "cars, trucks and wagons" some individuals including the United States Court of Appeals for the First Circuit, would say the phrase coming before the three words in the list might take on a different meaning because of the lack of the second comma.
The New York Times does a great summary and explanation of the issue: "In 2014, three truck drivers sued Oakhurst Dairy, seeking more than four years’ worth of overtime pay that they had been denied. Maine law requires workers to be paid 1.5 times their normal rate for each hour worked after 40 hours, but it carves out some exemptions. The debate over commas is often a pretty inconsequential one, but it was anything but for the truck drivers. Note the lack of Oxford comma — also known as the serial comma — in the following state law, which says overtime rules do not apply to: The canning, processing, preserving, freezing, drying, marketing, storing, packing for shipment or distribution of: (1) Agricultural produce; (2) Meat and fish products; and (3) Perishable foods. Does the law intend to exempt the distribution of the three categories that follow, or does it mean to exempt packing for the shipping or distribution of them?" Long story short, the court ruled in favor of the drivers and a settlement was reached with an award of $50,000 each to the five drivers who brought the lawsuit. In addition, "Other drivers will have to file claims to get a share of the funds and will be paid a minimum of $100 or the amount of overtime pay they were owed, based on their work records from May 2008 until August 2012," the Press-Herald reports. Approximately 127 drivers are included in the settlement. Pay attention to your grammar, because there are differences. As a parting example, I will use my favorite example of the Oxford comma. Let's eat grandma. Let's eat, grandma. The first example indicates literally eating your grandma while the second example informs grandma you are ready to eat. Don't be caught between eating dinner and eating your grandma for dinner. Written by Intuitive Edge Team  Click to FTC Small Business Page I love free stuff and cybersecurity so when I heard about this I had to share. The Federal Trade Commission (FTC) has released free cybersecurity resources aimed at small businesses. The content is focused on twelve key areas: cybersecurity basics, understanding the NIST cybersecurity framework, physical security, ransomware, phishing, business email imposters, tech support scams, vendor security, cyber insurance, email authentication, hiring a web host, and securing remote access. These topics were determined based on the FTC’s listening tour last year and the content was created in cooperation with the Department of Homeland Security (DHS), the National Institute of Standards and Technology (NIST), and the Small Business Administration (SBA). The FTC site also provides a guide for employers about communications with employees, quizzes, publications, and videos. The information also includes three short quizzes that can help businesses identify which areas they should focus on and thereafter provides direction to the relevant resources and information.
This extensive investment of time and resources by the FTC signals the importance the FTC places on cybersecurity related to small businesses. It also shows their commitment to cybersecurity initiatives at all levels. Small businesses should leverage this free information as the FTC will likely not be sympathetic to excuses based on a lack of resources for small businesses. Take advantage of these resources by clicking to the FTC picture to the right and reach out to our team if you need more help! Written by Emily McNeeley, CIPP/US, Attorney, Intuitive Edge Team  Recent news both in the U.S. and UK have highlighted the obvious fact that failure to manage third-party relationships involving regulated data can result in data protection violations. Here are the important questions tech company executives should be asking:
Written by Intuitive Edge Team  As more regulations are created aimed at protecting privacy, the courts will be left to determine what is reasonable. On September 1, 2018, Colorado’s new privacy legislation went into effect. The legislation applies to any organization that maintains, owns or licenses personally identifiable information (PII) of Colorado residents. The law requires written policies governing the disposal of paper and electronic records containing PII, covered persons and entities must take reasonable steps to protect PII, and requires detailed notice to consumers and in certain cases, the Attorney General, of data security breaches. Ohio took a different approach and is the first state to enact business-friendly, incentive-based data protection legislation that rewards companies that reasonably conform to at lease one major recognized cybersecurity framework. The company will be granted a liability shield in the event of litigation for some data breach claims.
Many companies will leverage other companies that conform to the major cybersecurity frameworks - companies like AWS and Azure - AND incorporate governing law provisions such as Ohio in contracts in order to take advantage of the liability shield. It’s important to understand the regulations that apply to your lines of business, and develop AND monitor a data security compliance program so you can take advantage of protections that are offered and reduce your risk by taking reasonable steps to protect data. Written by Emily McNeeley, CIPP/US, Attorney, Intuitive Edge Team  Latest Calligo Periodic Table The speed and breadth of the data privacy movement make it difficult to keep up. To help manage this, Calligo, built a Periodic Table of Data Privacy. It depicts the 118 most critical “elements” of data privacy. These 118 elements are constantly changing and one could argue over which are the most critical. However, what this tool provides is a visual depiction of 118 elements and how they relate to each other and our understanding of privacy data. Calligo released the first version of the table and requested feedback from privacy professionals as to which 118 were the most critical. They have since released the second version and are working on the third version. As new laws are introduced, these elements will continue to evolve as will our understanding of data privacy. Click the image below for the latest periodic table. Have you tackled all 118 elements in your data privacy strategy? Do you agree with the 118 elements? What do you think is missing? Give us your comments below. If you’d like help implementing these 118 elements plus the many more that didn’t make the table, comment below or reach out to us.
Written by Emily McNeeley, CIPP/US, Attorney, Intuitive Edge Team |
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