BYG, INC.

 There are a number of selection criteria usually considered... 

In order to be considered for this role, the Trustee or  Monitor must be viewed as independent.  If there is a current or prior  legal, audit, tax, or consulting relationship, there may be perceptions  concerning a possible conflict of interest.

Ability to access the right resources to expeditiously  address any concerns, questions or issues before they unnecessarily  escalate.

When BYG, INC., was operating under the R. Shermer & Company name, the White Paper "Intellectual Property" was written and discusses a number of the factors critical to the protection of IP during a  divestiture or acquisition. (If interested in reading this paper, please see the Downloads section, below.)

 Recent relevant work experience with a proven trustee or monitoring process in place.

 It is imperative that the Trustee or Monitor be engaged prior to the merger date...  

1. The Trustee or Monitor needs to be ready on “day one” to be a buffer between all the Parties involved in the transaction.

2. A preliminary assessment of the business and support systems will minimize any disruptions that may occur.

3. A  well-orchestrated communication plan is critical. The plan must cover  both the impacted business and the unaffected pieces of the merged entity.

4. Define the  role of the Trustee or Monitor to be consistent with what it can  reasonably be expected to perform, with the authority given.

5. The Human  Resources issues associated with the employees of the divested assets  will impact the performance of the assets and their immediate success  once divested.

6. Processes need to be established in order to address “non-major” violations of the  Order.

7. When  establishing a Held Separate Business, there is a need to complete an  assessment of all aspects of the unit being divested and establish  performance baselines early-on. These activities normally include: 

•     Assess systems interaction and access to confidential information
•     Identify all personnel and key supply chain partners
•     Map all support services
•     Assess and/or develop monitoring metrics
•     Ensure that HSB management makes communication a priority 

“With  the combination of their technical knowledge and their unrestricted  access, they can resolve disagreements between the respondent and the  buyer….The auditor trustee creates a basis for trust between parties  that do not have a community of interest.” 

Study of the Commission’s Divestiture Process
   Bureau of Competition of the Federal Trade Commission, 1999