PSA00 Preliminary Deal Terms
Work on Preliminary Matters (Letter of Intent, Confidentiality Agreements, Structuring Advice)
Time related to:
- Drafting, negotiating and amending preliminary stage agreements
- Setting up data rooms
- Preparing checklists
- Broker Agreements
- Advice regarding transaction structure
PSB00 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.
PSC00 Document Preparation
PSC10 Purchase and Sale Agreement Time related to drafting, negotiating and amending the purchase and sale agreement and other documents that contain the business terms of the transaction.
PSC20 Ancillary Documents Time related to drafting, negotiating and amending closing and ancillary documents for the transaction, such as deeds, assignments, mortgages, indemnities. Preparation and negotiation of resolutions and other authorization documents.
PSC30 Finance Time spent reviewing and negotiating financing documents for the transaction; other matters related to acquisition loans.
PSD00 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.]
PSE00 Due Diligence
PSE10 Due Diligence and Disclosure Schedules 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; review and negotiation of resolutions and authorizations.
PSE20 Real Estate Due Diligence and Title Review
Time related to ordering, reviewing and negotiating title insurance and surveys; other real estate due diligence; preparations and negotiation of escrow and title instructions.
PSE30 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 and Disclosure Schedules), 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 deal phases.
Time relating to environmental due diligence, transfer of environmental permits and other environmental matters.
Time relating to:
- Tax–related Transaction structuring
- Tax due diligence
- Negotiation of tax allocations, indemnifications and representations
- Partnership and operating agreements
- Negotiation of ERISA representations and covenants
PSE33 Land Use
Time related to zoning review and other zoning due diligence and issues.
PSE34 Bankruptcy Matters
Time related to transaction structuring, bankruptcy advice regarding fraudulent transfer, preferential transfer, substantive consolidation issues.
PSF00 Opinion Matters
Time related to preparation of opinion requirements, preparation of opinion letters, review of opinion letters.
PSG00 Closing Matters
Time spent on closing of the transaction.
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 matters.
Time relating to post-closing purchase price adjustments, earn-out and other adjustments, negotiating and litigating indemnification claims.
PSZ00-PSZ99 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.