FA00 Preliminary Deal Terms
Work on Preliminary Matters (Letter of Intent, Confidentiality Agreements, Structuring Advice)
Time related to:
- Drafting, negotiating and amending preliminary stage agreements
- Planning
- Creating initial drafts of checklists
- Setting up document repositories
- Kick-off calls
- Advice regarding transaction structure.
FB00 Matter Organization
Time 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.
FC00 Document Preparation
FC10 Loan/Credit Agreements Time related to drafting, negotiating and amending the credit/loan agreement or other loan documents that contain the business terms of the transaction.
FC20 Ancillary Documents Time related to drafting, negotiating and amending closing and ancillary documents for the transaction, such as mortgages, assignments, indemnities, participation agreements. Preparation and negotiation of resolutions and other authorization documents.
FD00 Local Counsel Matters
Time spent communicating with local counsel, distributing documents to local counsel, discussing issues with local counsel and revising documents based on local counsel comments. [Not for use if acting as local counsel – use other codes.]
FE00 Due Diligence
FE10 Non-Real Estate Due Diligence and Entity Matters Time spent ordering and reviewing due diligence (e.g., liens, litigation, bankruptcy checks, other background checks, but excluding real estate due diligence); also time related to drafting, reviewing and negotiating disclosure schedules.
FE20 Real Estate Due Diligence and Title Review Time related to ordering, reviewing and negotiating title insurance and surveys; other real estate due diligence; preparation of title instruction letters.
FE30 Regulatory and Specialty Matters
Time related to work done by a subject matter expert without overall responsibility for the transaction 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), the work of a subject matter expert should be reflected in the specialty code. This also includes obtaining regulatory clearances if the work is done by the subject matter expert. For clarity, those with primary responsibility for transaction would not use this code even for time spent working with 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 or tasks.
FE31 Environmental Time relating to environmental due diligence, environmental permits and other environmental matters.
FE32 Tax/ERISA
Time relating to:
- Tax–related Transaction structuring
- Tax due diligence
- Negotiation of tax allocations, indemnifications and representations
- Negotiation of ERISA representations and covenants.
FE33 Land Use Time relating to:
- Review of zoning due diligence
- Advice regarding permits
FE34 Bankruptcy Time related to transaction structuring, bankruptcy advice regarding fraudulent transfer, preferential transfer, consolidation issues.
FF00 Opinion Matters
Time related to preparation of opinion requirements, preparation of opinion letters, review and negotiation of opinion letters.
FG00 Closing
FG10 Client Closing Requirements Time spent preparing lending client conformance letters or other deal summary documents and disclosures.
FG20 Closing Matters
Time spent on closing of the transaction.
FH00 Post-Closing Time relating to post-closing matters including review of title policies, preparation and distribution of closing sets and review of and negotiation of post closing.
FZ00-FZ99 Custom Code Tasks
These 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.