Ed. note: Last in a series.

You’ve successfully navigated the pre-merger phase. Your deal has closed. Your legal department has taken the immediate necessary steps.

Now, the real work of ensuring long-term success begins.

Ironically, this forward-looking effort may start with a big step back: revisiting the reasons for the deal in the first place and clarifying what “success” even looks like.

“You’ve got to understand the reasons and value drivers, right?” says Josh Hollingsworth, an M&A partner with Barnes & Thornburg LLP. “If nobody articulates the goals and actually says: ‘This is why we did it, and this is what we’re hoping to do over the next three to five years,’ then you don’t know.”

In this series, we’re providing a step-by-step guide for general counsel navigating a merger or other corporate transaction.

In part one, we explored best practices for corporate law departments in the pre-merger phase, and in part two, we looked at the immediate steps post-closing.

Here, we’re eyeing ways law departments can help to ensure the long-term success of an integrated company.

We’ll also be discussing these topics in a January webinar. You can pre-register here.

First, Have a Plan

Long-term success is necessarily a function of effective planning: setting up processes that will ensure positive outcomes, and creating a comprehensive checklist for your law department to follow.

“You need to have the resources in place to actually execute the plan,” says Kariem Abdellatif, the head of Mercator by Citco (Mercator), a specialist entity management provider that helps organizations manage their global entity portfolios, including during complex M&A transactions.

“It’s not just about building a plan and then hoping that things will come together – you need to ensure you have the operational capacity and ability to follow through”

Abdellatif adds that one area often overlooked is entity-governance mapping – creating a clear inventory of acquired entities, their governance requirements, and upcoming filing cycles.

“A merger can instantly multiply the number of entities you’re responsible for,” he says. “Without a clear map of governance requirements and renewal cycles for each jurisdiction, critical obligations can slip through the cracks.”

Hollingsworth notes that law departments involved in corporate transactions will often create a bespoke checklist that will kick off the long-term work of integration.

There are standard items that can easily be found on Google, but organizations will need to customize these to their specific needs.

“The law department’s going to want to have its own integration checklist, not just to make sure that things aren’t missed, but to make sure there’s accountability,” Hollingsworth says. “Is the law department responsible for this item, or is it some other department?”

Don’t Neglect HR

Many of the items on your checklist will involve the legal department — issues like contract renewal, or consolidating insurance.

But none may be more extensive than the human resources issues that arise.

Something as seemingly straightforward as consolidating benefit plans is rife with potential problems. These go beyond health and dental insurance, implicating everything from 401(k) programs to remote work policies to paid time off.

Combining benefit plans raises the possibility that the company will face a tough choice: either take on unforeseen costs in meeting higher requirements, or alienate a large portion of the workforce by cutting their benefits.

Additional problems often arise when merged entities retain separate programs, Hollingsworth notes.

When employees at the same level have different PTO allotments, for example, this type of disparity will create management issues.

“That kind of human resource stuff really can drive people mad,” Hollingsworth says, “which is one of the reasons I think a lot of companies try to integrate it all, as painful as it is.”

Prepare for New Jurisdictions

While your company presumably entered a transaction based on certain value drivers, understanding any compliance issues that can arise in new jurisdictions will help you hit the ground running.

Abdellatif notes that the merged company is now responsible for entities in each new jurisdiction on Day One, and this needs to be addressed by the legal department.

“Suddenly you find yourself responsible for a portfolio of entities in countries that you’ve never operated in before – with unfamiliar legal systems, languages and regulatory expectations.” he says. “So gaining practical knowledge of how to actually run a portfolio of entities in the Gulf region, APAC, or South America becomes essential”.

Even if the CEO of the merged company directs the legal department to take a relatively hands-off approach to a new entity post-merger, obligations still arise for the company’s lawyers.

The legal department will still need to oversee all of the units in its organization, regardless of the broader approach to business management, Hollingsworth notes.

“If it’s part of what I’m responsible for, I’m going to need to be involved, right?” he says. “I’m going to need to have meetings and ask questions and implement processes — or at least ask what they are.”

“Part of that oversight is having a system or working with a provider that gives you visibility into filings, local relationships, signatory authorities, and upcoming deadlines so you can prioritize what matters most,” Abdellatif says. “Visibility drives triage; without it you’re reacting instead of planning.”

Prepare for the Unexpected

Even with robust due diligence, some unforeseen compliance issues may still slip through the cracks and arise post-merger.

Maybe an underground storage tank that nobody knew about raises environmental concerns, or maybe a union problem could be developing.

If such an issue is brought to the attention of the legal department, there are a number of steps to take.

The first step for the GC is to note whether this is an ongoing or one-off issue, Hollingsworth says.

“If it’s an ongoing issue, we’ve got to stop, and we’ve got to start complying with the law today.”

Going back to the purchase agreement is also a critical step. Lawyers will need to determine if any misrepresentations were made, and whether any legal claims could arise under the terms of the deal.

Typically, there are deadlines to make any claims, and these should be carefully calendared by the legal department post-merger.

The GC should also determine what insurance is in play — whether it originates with the larger entity or the company that was acquired.

“I think after you have an assessment of the facts and the legal circumstances, then at that point you’re going to bring in the leaders of the business, and then they’re going to ultimately make the call about what to do about it,” Hollingsworth says. “But there’s a lot of fact-finding and investigation before that.”

Abdellatif notes that many “surprises” are actually governance issues waiting to be discovered — dormant subsidiaries with legacy liabilities, missing UBO records, or incomplete statutory registers. That’s why a compliance health check is so valuable during the due diligence phase.

“We often see cases where local entity documents are incomplete or outdated,” he says. “Identifying those issues early lets you mitigate operational and financial risk before they become crises.”

Maintain Your Infrastructure

It’s no secret that law departments are facing ever greater demands for efficiency, and to remain competitive they must maintain effective systems.

Since much of the merger process primarily involves logistics, the right tech can be transformative, Abdellatif notes.

“You want a partner who can keep all the logistics and details under control,” he says, “so the brilliant minds in the M&A department can stay focused on negotiations and strategic outcomes rather than being stuck with the administrative burden.”

“After a merger, the volume of entity data, signing workflows, and jurisdiction-specific obligations can double overnight,” Abdellatif explains. “The real challenge is not just managing the data but centralizing it so global leadership can trust it.”

“Technology gives you auditability and scale. People will still make decisions, but technology prevents the simplest administrative items from derailing those decisions.”

Closing Thought

Long-term success after a merger requires the same things that make any complex program work: a clear plan, accountable owners, the right information, and the infrastructure to make timely, auditable decisions.

That mix of strategy, governance, and logistics is where legal teams can add enormous value — and where specialist entity management partners and oversight tools can make integration faster, safer, and more predictable.

“Integration is fundamentally an exercise in aligning people, processes — and entities,” Abdellatif says. “If you prepare for those three things from Day One, you give the newly merged company the best chance of achieving the strategic goals that justified the deal in the first place.”

Stay tuned for our January webinar on the topics addressed in this series. You can pre-register here.

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