After the spin-off of their midstream and downstream operations, the fifth largest integrated oil company in the world retained ownership of historical records. Prior to the split, employees of both companies worked to identify and transfer records, ensuring correct records ownership and accessibility; however, coming out of this process, the companies also knew there would be situations requiring information sharing post-split:
Since business records document the plans, processes, and outcomes of how a company conducts business – keys to that company’s competitive advantage – sharing them with outside parties can be risky and should be limited to only what’s necessary. Now that both companies became an outside party to each other, each needed a defensible process for identifying what should be shared, who is allowed to request it, and how it should be delivered.
To develop an information sharing process based on the legal requirements outlined in the separation agreements and records management best practices, this client engaged Access Sciences.
For our part we identified the due diligence requirements to request information and respond to information requests between the companies, putting them both in a defensible position. Incorporating all of the requirements, we found the information sharing process could be complex for specific information types. To simplify it, we designed a series of forms for both the requestor and the responder accompanied by an interactive information sharing website showing the step-by-step workflow with call-outs for special information types.
Each request starts with an information request form requiring criteria such as requestor credentials, approvals, type of content, repository, and/or storage location. Certain restricted information – intellectual property, non-public financial documents, employee information – requires additional details and approvals and is treated as a special request. The request process informs the requestor of available information, based on their security and access rights, and limits the amount of time the responder needs to spend fulfilling the request.
Processing and fulfilling information requests requires due diligence on the part of the original owner. Using the information sharing process and forms, the responder is in a supported position to share information outside of the company based on established criteria. The requested information can be provided in two possible ways:
We worked with the different repository owners to establish recommendations for delivering information outside of the company. Even with separate operating environments, it was easier to provide electronic records since physical records typically required pulling a box from storage.
November 2, 2017
Mergers Acquisitions & Divesititures