Meet CaddiBox + Caddi webinarReplayLegal AI ROI webinarReplayADVISE AIOct 20–22Booth 204AI for Mid-Sized LawNov 5Legal InnovatorsNov 17–18

UTBMS codes / Mergers & acquisitions

UTBMS M&A Task Codes

21 codes, MA00-MK00. Published by the ABA + LEDES Oversight Committee (ABA + LOC) in 2016.

Eleven deal phases plus nine specialist task codes, following the way M&A work is actually sequenced.

When to use it: M&A transactions. Specialists bill to their MF specialty code regardless of which deal phase the work falls in.

The full list: 21 codes

CodeNameDefinition
MA00Preliminary MattersWork on Preliminary Matters (Letter of Intent, Confidentiality Agreements, Exclusivity, Inducement, Break Fee Information Memorandum, Auction Process, Service Provider engagement agreements). Time related to: - Drafting, negotiating and amending preliminary stage agreements; - Establishing bidding and auction procedures; - Drafting, negotiating and amending engagement agreements with service providers (e.g., accountants, environmental consultants, investment bankers, etc.) -Geopolitical and legal climate analysis for target markets and products, "doing business in" new geographies and markets cultural/standards and business practices advice, deal structure and strategy adviceThis is a phase level task for the recording of time
MB00Purchase/Merger AgreementTime related to drafting, negotiating and amending a purchase/merger agreement; soliciting input/guidance from specialists on terms and provisionsThis is a phase level task for the recording of time
MC00Due Diligence and Disclosure SchedulesTime reviewing documents, attending management presentations, preparing due diligence questionnaire, setting up data room, negotiating due diligence reliance letters, and conducting other due diligence searches (e.g., liens, litigation, background checks, etc.). Also, time related to drafting, reviewing and negotiating disclosure schedules.This is a phase level task for the recording of time
MD00Ancillary DocumentsTime related to drafting, negotiating and amending ancillary agreements to the Purchase/Merger Agreement (e.g., agreements among buying/selling parties, employment agreements, non-solicitation and non-competition agreement, transition services agreements, supply agreements, escrow agreements, assignment/novation agreements, etc.) Also, time for inventorying required consents and procuring third-party signatures (execution) of required agreements/consents.This is a phase level task for the recording of time
ME00FinancingTime related to drafting, negotiating and amending any acquisition financing (e.g., bank loans, debentures, equity financing, security agreements, guarantees, etc.)This is a phase level task for the recording of time
MF00Regulatory and Specialty MattersWhen the time relates to work done by a subject matter expert without overall responsibility for the transaction, the time should be billed to the specialist codes. The following codes relate to consultation regarding particular areas of expertise. Even if the work might be posted to another code (e.g., Due Diligence and Disclosure Schedules and Purchase/Merger Agreements), the work of a subject matter expert should be reflected in the specialty code. This includes obtaining regulatory clearances if the work is done by the subject matter expert.This phase code should NOT be used for the recording of time. The specific task codes listed below should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF10Antitrust / CompetitionTime relating to: - analyzing filing requirements and possible antitrust overlaps; - preparing competition law filings; - responding to information requests from regulators; - meetings and negotiations with regulators; - implementing any regulatory required actions (e.g., hold separate commitments, asset dispositions).This specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF20Data Security/Privacy/Data Protection/Cyber SecurityTime related to data security, privacy, and cybersecurity due diligence, including assessment of risks and maturity of security systems; tactical and strategic fixes to improve security and their related costs; potential or actual data breaches; system vulnerabilities; overall security posture; potential liabilities; and impact on valuations. This code also may be used for industry-specific security issues and requirements (e.g., PCI-DSS for credit card information; NERC-CIP for energy companies; HIPAA for healthcare companies).This specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF30Employment, Labor and Employee BenefitsTime relating to: - analyzing human resource issues in an acquisition (e.g., WARN Act requirements, relative pay scales and practices, title mapping, etc.) - employee benefit issues (e.g., 401(k) mergers, health and welfare plan analysis and harmonization, leave policy issues) - trade union and works council matters (e.g., notices or consultations, renegotiation of union contracts, etc.) - immigration mattersThis specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF31Executive CompensationAnalyzing employment agreements, severance arrangements, equity award plans and agreements, change-in-control payments, retention or "Stay" agreements and nonqualified deferred compensation arrangements and other incentive compensation arrangements. - Preparation of "golden parachute" (Section 280G) vote materials, if applicable. - Consideration of post-acquisition executive benefits to be provided to senior management.This specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF40EnvironmentalTime relating to environmental due diligence, transfer of environmental permits, and other environmental matters.This specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF50Intellectual Property and TechnologyTime relating to: - intellectual property and technology due diligence; - drafting, negotiating and amending licenses of intellectual property and technology assetsThis specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF60Real PropertyTime relating to: - real property due diligence - drafting, negotiating and amending real property transfer documents - assigning leases - landlord consents - land use regulationsThis specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF70Securities Regulatory MattersTime relating to: - drafting and filing any required registration statements, proxy statements and Reports/Circulars - no action requestsThis specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MF80TaxTime relating to: - Transaction structuring - Tax due diligence - Negotiation of tax allocations, indemnifications and representationsThis specific task code should be used by the subject matter experts supporting the transaction. Each subject matter expert should record all his or her time under a single specialty Code, regardless of whether the time could fall into any of the 11 deal phases.
MG00Shareholder/Board MattersTime spent on board presentations regarding due diligence findings and the transaction, drafting of minutes and resolutions of the board, review of fairness opinions, advising the board regarding fiduciary duties/shareholder meetingsThis is a phase level task for the recording of time
MH00Closing MattersTime spent on drafting and negotiating closing documents (e.g., certificates, bills of sale, legal opinions, closing agenda, powers of attorney, etc.) and attending the closingThis is a phase level task for the recording of time
MI00Integration MattersTime spent on post-closing integration matters, including restructuring of subsidiaries and post-closing transfer of assets and liabilities within a party's corporate structure.This is a phase level task for the recording of time
MJ00Post-Closing Requirements, Disputes & AdjustmentsWork on Post-Closing Requirements, Disputes and Adjustments (Working Capital, Indemnification, Earn-Out) Time relating to post-closing working capital, purchase price adjustments, earn-out and other adjustments, negotiating and litigating indemnification claims.This is a phase level task for the recording of time
MK00Deal ManagementTime that cannot be coded anywhere else and that relates to project management activities not clerical in nature, i.e., time spent overseeing the management of the matter based on assuring that scope, time and cost are evaluated, monitored and communicated. Includes adjusting the level of effort and assignment of work, communicating among the team and with the client based on changes in circumstances and evaluation of budget against actual.This is a phase level task for the recording of time
MZ00-MZ99RESERVED FOR CUSTOM CODESThese codes have been reserved for customization. Any vendor or client who determines that customization is necessary should only use codes within this numbering sequence in order to avoid conflicts with anticipated future expansion of the standard.
utbms.com - ABA/LOC M&A Codes

Search every code set

Not sure which set a line belongs to? The UTBMS code lookup searches all 625 codes and the LEDES 1998B and 98BI fields at once. Type a code or describe the work in plain English.

Who maintains this page

Caddi automates the business of law

Caddi builds and runs automations for law firms: new matter intake, filing to the DMS, time capture, pre-bill review, and AR follow-up, inside the systems your firm already runs, from iManage and NetDocuments to Clio, Aderant, and Elite 3E. Coding to the set your client mandates is the easy half. Remembering the work is the hard one.

Book a walkthroughSee it for law firms

Code text belongs to the ABA + LEDES Oversight Committee, reproduced here with a link to the source.