Law firms: technical evidence for the transaction requirements
Establish what the technology arrangements need to do in practice, with legal advice and contractual protections remaining with counsel.
Heremba provides M&A technology support for law firms referring a client or working alongside a defined technical assignment. We assess the estate, data and operational dependencies and own the agreed technology delivery work. Counsel determines the legal implications of that evidence and the appropriate contractual response.
Delivery experience behind the technical remit
$30M programme, 9 months, delivered $500K under budget.
Joint-venture Day 1 taken over mid-flight and delivered.
Make the operational requirement specific
Establish the separation perimeter
The technology supporting a business may sit across shared systems, data and supplier arrangements. Carve-Out & Separation identifies the operational dependencies and the work required for the intended standalone position. Technology Due Diligence can establish the initial technical findings before signing.
Our role is to explain what the business depends on and what changes with the proposed technology plan. Counsel considers the contractual and legal implications. A technical finding can identify a question requiring advice without purporting to resolve that question itself.
Connect the TSA scope to an exit route
A service description needs to reflect the operating requirement. TSA exit also depends on what replaces the service and the evidence needed to establish readiness. Heremba provides technical input on those requirements, dependencies and timing assumptions for the parties and counsel to consider.
Day-1 Readiness & Rescue addresses the technology threshold for operating at completion. Post-Merger & Bolt-On Integration carries the work towards the intended combined estate. These assignments help distinguish immediate continuity requirements from later delivery obligations.
Use data findings within a counsel-agreed protocol
Data Readiness & Assurance assesses the condition and readiness of selected datasets. On the buyer side, Heremba acts as the neutral third party under NDA and a clean-team protocol agreed by both parties’ counsel. Profiling runs inside the seller’s environment where possible. The buyer receives findings only, never raw data.
The findings can supply technical evidence for counsel considering data-specific warranties, price adjustments or a holdback tied to a post-close audit. Heremba does not advise on those protections or determine the competition-law or privacy-law position. Permitted access, analysis and disclosure follow the agreed protocol.
A seller can instead commission an independent vendor data report for the data room. Where wider estate weaknesses need addressing before sale, IT Value Creation & Estate Remediation provides a separate route to technology preparation.
Questions about the assignment
Does Heremba draft contractual protections?
No. Heremba supplies technical evidence about the estate, data and operational requirements within the agreed assignment. Counsel advises on the contractual protections and legal implications. The scope should distinguish the technical findings from the decisions the parties and their lawyers make in response to those findings.
Who sets the clean-team protocol?
The protocol is agreed by both parties’ counsel. Heremba conducts the technical assessment under NDA and within the permitted access, analysis and reporting arrangements. The buyer receives findings only, never raw seller data. Profiling inside the seller’s environment does not itself determine what analysis or disclosure is permitted.
What technical input can you provide for a TSA?
We can establish the operational services required, the seller dependencies and the work needed to reach the intended end state. TSA exit requirements connect each service to replacement work and readiness evidence. Counsel and the parties use that technical input when considering the arrangements they agree.
Can you support a narrowly defined technical question?
Yes. An assignment can focus on a specific technology dependency, data assessment or readiness requirement. We agree the scope, evidence needed and reporting audience with the commissioning party. It does not need to become a wider programme unless the client requires additional technology work and agrees that scope.
Define the assignment before the information moves
An initial discussion can identify the transaction stage, technical issue and deadline. We then establish the commissioning party, scope, reporting audience and access required. Sensitive datasets belong within the arrangements agreed for the engagement, rather than an unrestricted initial exchange.
The scope identifies the technical work Heremba owns and the decisions remaining with the client and its advisers. We work alongside those existing responsibilities. We do not broker transactions or provide regulated financial, investment, legal or tax advice.
Our M&A Technology Framework shows where the assignment fits. Start with the operational question the deal needs answered, and we can discuss the technical evidence required.