Information Management Issues in Mergers and Acquisitions: A Manager's Briefing

by

David O. Stephens, CRM, CMC, FAI ISBN: 0-933887-95-7

This Manager's Briefing addresses the subject of mergers and acquisitions in a very authoritative and practical manner. Through the introduction of the subject in a two-page Executive Summary, the author highlights the areas of management concern and the role played by records and information management practitioners in merger and acquisition activities. A number of key issues associated with the subject are covered: legal and regulatory concerns, organizational and staffing issues, policy and procedures matters, and records retention and storage issues. This is a big order for a publication that contains only 18 pages, but the topics are organized in a logical sequence, and key points are emphasized in an outline or highlighted format.
The role of records and information management is presented in a manner that emphasizes its strategic value in supporting merger and acquisition efforts. A case study provides a major corporation's vision statement for the future of RIM in a merged organization. The interesting point here is that the two key elements cited for RIM's successful involvement are proper organizational placement and well-documented policies and procedures. These are traditional needs for any successful RIM program. Yet, they take on added meaning in the critical area of changing organization environments. Whether it is a merger, acquisition, divestiture, or liquidation, information is a key ingredient in the preplanning, transition, and post-transition stages of these changes.
The retention issues addressed in this Briefing are not directed at specific retention periods for varying categories of records, but rather the general concern with records that are received or transferred as the result of a merger or acquisition action. The emphasis is on the need for a RIM transition team to examine existing retention policies and to make them applicable based upon the legal position of the companies involved. Guidelines are also provided for the disposition of old, unscheduled stored records. The bottom line is clear: The organization with the best RIM program will serve as the guide for future applications. The emphasis again falls on the need for a RIM transition team to develop a plan detailing the systems conversion/ integration process.
Not cited in the Briefing is the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) requiring a premerger notification form. A working records retention schedule can be of special value in meeting the requirements of this premerger agreement. Like many other laws, unfortunately, the HSR statue identifies several categories of records that may be requested without specifying how long they should be kept. The document requirement applies mainly to studies, surveys, and reports that may have been prepared to help a company evaluate a proposed merger.
The publication adds authoritative support to the need for a close working relationship between RIM professionals and information technology departments. The parties to a merger and acquisition transaction must have information systems and architectures, as well as recordkeeping systems, that are compatible. Failure to resolve these possible incompatibility issues can undermine the overall objectives of such transactions. It is the responsibility of the transition team to make certain that both disciplines work together and play an active role in the effort.
In the final section of the Briefing, standards and best practices are covered. These include a summary review of the pending ISO standard (ISO 15489) on records management, the Department of Defense (DoD 5015.2) standard for records management applications, ISO 9000 on quality records, and electronic document standards. The inclusion of these standards adds little to this treatment of mergers and acquisitions except as a reminder that standards are of overall importance to RIM programs under any conditions. The space could have been used more productively for an expansion of the M&A subject. A recommended list of books and articles on the subject is also provided.

PUBLISHER: ARMA International

PUBLICATION DATE: 2000 LENGTH: 18 pages PRICE: $22 ARMA members / $32 non-

SOURCE: ARMA International Bookstore, www.arma.org or 888-241-0598