October 01, 2018

ABA Project Codes Tax 2018

Tips on Using This Document

This document is designed to provide lawyers with some suggestions on ways to organize their thinking about the activities associated with particular types of engagements.  They are a starting point designed to help quickly and consistently prepare to discuss with clients the likely path of an engagement and estimate the costs of doing so.  Any particular matter may require the expansion, contraction or rejection of these suggestions.  

Ultimately, the purpose of any task code set and any budgeting effort is to align the expectations of clients and their lawyers about how an engagement will proceed.  This document provides a sample task code set to facilitate the construction of matter specific work plans.  To do so, consider these steps:

  • Use these templates as a guide for your consideration and discussions with your client about the scope of the engagement.
  • Use these templates as a starting point for your development of a work plan for the engagement. 
  • Pick and choose the phases and tasks relevant to the particular engagement.
  • Add tasks or sub-tasks as necessary to articulate the important deliverables or work items for the engagement.
  •  Estimate the time needed to complete the tasks and make judgments about the size of the team needed.
  • Be sure any additions or deletions you make do not change the formulas that the document will calculate for you.
  • Discuss a fee arrangement with the client in conjunction with agreement on what tasks are in-scope or out-of-scope.

ABA Project Code Set

The Project Code Set includes all legal tasks performed for non-litigation matters of a similar task pattern described below. This Code Set can be used for transactions (e.g., real estate, securities, financings, restructurings, mergers and acquisitions), for administrative filings with Federal and state agencies, and for stand-alone projects (e.g., establishing an environmental compliance program). All of these assignments share, to a large extent, the same underlying process steps.  For more complex transactions, however, a practitioner should consider use of the Mergers and Acquisitions Code Set, located at http://utbms.com/abaloc-mergers-acquisitions-utbms-codes, which provides far more detailed task descriptions and may be more appropriate.  For tax controversy matters, practitioners should use the Tax Controversy Code Set, located at _____________________.

The Project Code Set is part of the broader Uniform Task-Based Management System which also includes codes for litigation, bankruptcy, and counseling. The Project Code Set applies to all areas of law.

The following definitions elaborate on the intended scope of each phase and task and should guide attorneys in coding time.

P100 Project Administration.

Focuses on administrative aspects of the assignment, including planning, budgeting, and maintenance of documents. Covers developing, negotiating, and revising the administrative plan and the budget for a matter. Time coded here is to be distinguished from strategizing about the project, which is included in the P300 code.

P110  Communication / Reporting

Intended to include communications with the client relating to the project, including telephone conferences, emails, written letters, and other forms of communication, where not otherwise covered by other sections of this project code set.  Also includes developing and communicating project status reports.

P200 Fact Gathering/Due Diligence.

Includes all time spent investigating facts, obtaining documents and completing due diligence and the preparation of related reports and reviews with clients. 

Also includes coordination with third parties (including other counsel) in connection with fact investigation, interviews of client and non-client personnel, document review performed for purposes of identifying, understanding and analyzing facts and issues, and all related communications and correspondence.

This phase code should NOT be used for recording time.  The specific task codes listed below should be used by practitioners for the specific legal area involved.

P210 Corporate Review.

This task includes all fact investigation/due diligence from a corporate perspective, such as structural reviews, material contract reviews, SEC filing reviews, financing document reviews, and industry information reviews.

P220 Tax.

This task includes all steps involved in conducting fact investigation/due diligence from a tax perspective.

P230 Environmental.

This task includes all fact investigation/due diligence from an environmental perspective.

P240 Real and Personal Property.

This task includes all fact investigation/due diligence from a real and personal property perspective.

P250 Employee/Labor.

This task includes all fact investigation/due diligence from an employee benefits and labor perspective.

P260 Intellectual Property.

This task includes all fact investigation/due diligence from an intellectual property (patent, trademarks, copyrights) perspective.

P270 Regulatory Reviews.

This task includes fact investigation/due diligence from a regulatory perspective not covered elsewhere. Includes review of agency filings (e.g., FCC, FTC, and State analogues) by a party to or the subject of the transaction or project. Also includes consumer credit reviews.

P280 Other.

This task includes all fact investigation/due diligence not captured more specifically in the P200 codes set forth above.

P300 Structure/Strategy/Analysis.

Includes time spent in planning the approach to the deal or project. Tasks include all analysis performed for purposes of developing and reassessing the strategy for the project or transaction, and all steps taken to develop a written outline, checklist or description of the structure of a transaction or the strategy for a matter (e.g., term sheets) throughout the life of the matter.

P310 Legal Research.

Includes specifically all time spent conducting legal research on the various legal issues involved in the deal or project, including but not limited to tax research at both the state and federal level; research and review of required provisions / documents / filings for the deal or project; and other research necessary for the proper understanding of the legal issues involved in the deal or project.

P400 Initial Document Preparation/Filing.

This phase includes all tasks undertaken to prepare transaction documents and opinions prior to their being sent to non-client third parties. Also includes all tasks undertaken to file documents (including regulatory filings). All related communications with the client and review of client generated transaction documentation should be coded here.

This phase code should NOT be used for recording time.  The specific task codes listed below should be used by practitioners for the specific legal area involved.

P410  Tax Forms/Documents.

Includes any time spent drafting, analyzing, communicating, or otherwise engaged in actions relating to the preparation and/or filing of tax forms and related documents, for both state and federal purposes. 

P420  Opinions of Counsel.

Includes any time spent drafting, analyzing, communicating, or otherwise engaged in actions relating to the preparation and/or development of opinions of counsel required for the deal or project. 

P430 Business Documents.

Includes any time spent drafting, analyzing, communicating, or otherwise engaged in actions relating to the preparation and/or drafting of various business documents for the deal or project, including but not limited to entity formation documents, resolutions, minutes, consents, and any other business documents required for the deal or project.

P440 Transaction Documents.

Includes any time spent drafting, analyzing, communicating, or otherwise engaged in actions relating to the preparation, drafting and/or revision of various transaction documents for the deal or project, including but not limited to purchase agreements, escrows, financing documents, UCC financing statements, bills of sale, and any other documents required for the deal or project.

P450 Real Property Documents.

Includes any time spent drafting, analyzing, communicating, or otherwise engaged in actions relating to the preparation and/or drafting of various real property documents for the deal or project, including but not limited to deeds, mortgages, lease agreements, security agreements, and any other documents required for the deal or project.

P460  Regulatory Filings.

Includes any time spent drafting, analyzing, communicating, or otherwise engaged in actions relating to the preparation and/or filing of any regulatory forms and related documents, for both state and federal purposes.  This includes filings for securities issues, filings under the Hart-Scott-Rodino Act, agency filings for regulated industries, environmental filings / notice / impact statements, and any other filings / notices required by local, state and federal agencies.

 P470  Other Documents.

This task includes all time incurred for drafting of documents not captured more specifically in the P200 codes set forth above.

P500 Negotiation/Revision/Responses.

This phase includes conducting negotiations, revising the initial (P400) transaction documentation as a result of such negotiations, attendance at meetings, and responses thereto (including communications with clients with respect thereto). The review of documents received from non-client third parties should also be coded here.

P600 Completion/Closing.

This phase includes all tasks related to transaction pre-closing and closing, project completion or filing acceptance, such as attendance at closing.

P700 Post-Completion/Post-Closing.

This phase includes all post-completion or post-closing tasks such as amendments to final documentation and resolution of post-closing issues. Also includes all implementation tasks (e.g., funds held in escrow) and preparation of closing binders (i.e., primarily clerical actions). Would not typically include total or significant restructuring which should be considered a new assignment.

P800 Maintenance and Renewal.

This phase includes all tasks related to subsequent maintenance and renewal requirements under the terms of the transaction or project such as monitoring of lease agreements, routine waivers and coordination of UCC requirements.