In an edition of Business Counselor Advisor released last month, I offered some tips on how attorneys can "hit the ground running" in counseling new clients. My advice included guidance on information that should be collected and analyzed before the new assignment moves very far down the road.
I wanted to pick up where I started in this edition of Business Counselor Advisor, by recommending that as you are going through all the documents you should develop your own "executive summary" that includes the information that will be most essential to your activities and which you will need to know as you communicate with executives, managers and outside business partners. Some of the information you will need includes the following:
- The major current product lines of the company and the domestic and foreign markets in which the company is actively selling and promoting those products;
- Key new product or service development areas and the projected geographic and customer-defined markets for such products or services;
- Indicators of historical and projected financial performance for the company as a whole and for specific business units;
- The current capital structure of the company including issued and outstanding shares and shares reserved for issuance upon exercise of options, warrants and other convertible securities;
- Schedules for shareholder and board meetings (including meetings major board committees such as the audit and compensation committees) as well as for regular management meetings within the company (e.g., weekly or monthly meetings of the heads of various business units); and
- Contact information for board members, senior executives and key managers.
As you are putting together the executive summary you should take a shot at creating a short description of the historical development of the business, including key milestones such as the release of new products and services, creation or dissolution of major business units, consummation and termination of major contracts, acquisitions and divestitures, and changes in senior personnel. Getting a sense of how the company has evolved over the last few years provides valuable context and can give you a better perspective on why the company operates in specific ways.
Another thing you should do while you are getting up to speed is try and review comparable publicly available information on the company's competitors. For example, you should obtain the periodic reports and proxy statements of other firms active in the company's markets to get an idea of how they view the overall business environment and the steps that they have taken within the last few years to build, contract and change their businesses, products and services.
As I have mentioned several times, the best idea is to review all of these documents before the assignment begins and you should allow sufficient time to complete the full review and, if possible, prepare your own index of the documents and the executive summary described above. All of this takes a lot of time and concentration and some of what is learned will not be immediately useful in the first stages of the assignment; however, by doing the appropriate amount of homework early you will eventually be way ahead of the game and in a position to demonstrate knowledge and value to the client. If you are an "outside advisor" (i.e., a law firm attorney acting as outside counsel) you should be careful about attempting to charge the client for any of the time spent "getting up to speed." It will generally not be appreciated by the client and you are probably better off treating the time as a marketing effort and an opportunity to expand your own base of knowledge.
Alan S. Gutterman is the founder and principal of Gutterman Law & Business, a leading provider of timely and practical legal and business information for attorneys, other professionals and executives. All editions of the Business Counselor Advisor are compiled into the Business Counselor Update, which is released monthly and available along with other publications by Mr. Gutterman on the Westlaw website or at Westlaw Next at Business Counselor.