Build a step plan for a reorganisation

The reorganisation of Beta Holding A/S has to be explained to the client, the tax adviser and the bank: a new holding company is incorporated, shares are contributed, two subsidiaries merge, a dividend is paid up to the new holding company. Each reader needs to see the group as it stands today, what each step changes, and the group at the end. A step plan does that with one slide per step, each a copy of the one before with only that step's change made.

Two questions shape the plan. What is the smallest step a reader needs to see on its own? Usually one legal act per slide. And who reads it? A client deck wants section dividers and a table of contents; a working paper for the tax team does not.

Start from today's group

1. Open the structure in the matter and draw the group as it stands today on the first slide. If it is not drawn yet, see draw the group structure chart or import a group from the company register.

2. Open the Slides pane with the button at the bottom left of the canvas. It lists every slide with a thumbnail and its number. Click a thumbnail to work on that slide; the one you are on has a coloured border.

3. Name the slide after what it shows, "Current structure". Double-click its title in the pane, or choose Rename from the slide's More menu (the three dots on its card).

Add a slide for each step

1. Click the arrow beside New Slide and choose Create copy of current slide. The copy shows the group exactly as it was after the previous step, which is where the next step starts.

   

2. On the copy, change only what this step changes: add NewCo ApS, move the holding in Gamma ApS, remove the company that merges away. Rename the slide after the step, "Step 1: Incorporation of NewCo ApS".

3. Repeat for every step. The last copy shows the group at the end; name it "Final structure".

4. To copy a slide further back in the plan, choose Duplicate slide from that slide's More menu. Drag a slide by its handle to change the order, and remove one with Delete in the same menu.

Clicking New Slide itself adds an empty slide in the layout of the slide you are on, for text that is not a step.

Correct something on every later slide

You will find a mistake after the plan is built: a company name is misspelt on step 1 and on every slide after it, or a shareholding percentage is wrong from step 2 onwards. Mirror Mode makes the correction once.

1. Click the first slide that has the mistake.

2. Turn on Mirror Mode at the top of the Slides pane. The slides before the one you are on are greyed out, and each later slide gets a tick box.

   

3. Untick any later slide the correction must not reach. A slide where the company has already merged away should stay as it is.

4. Make the correction. It is made on this slide and on every ticked slide after it.

5. Turn Mirror Mode off again before you go back to building steps. With it on, the change you make for one step would also reach every slide after it.

If a correction goes wrong, undo reverses it on every slide it reached.

Add section dividers, tables and a table of contents

1. Click the arrow beside New Slide. The menu shows the slide layouts in your firm's slide template, each with a preview of where its text and diagram sit. Depending on the template, there are layouts for a section divider, a slide with text beside the chart, a table and a table of contents.

   

2. Choose the layout. A section divider before "The steps" and one before "Tax consequences" helps a client deck; a table slide suits the list of entities and their registration numbers.

3. After adding, moving or renaming slides, update the table of contents. Open the Slides pane's More menu (the three dots at the top of the pane) and choose Update all Table of Contents. To update a single table of contents, click the update icon on that slide's card (Update the Table of Contents).

Change a slide's layout

A slide sometimes needs room for an explanation it did not have when you made it.

1. Open the slide's More menu and choose Change layout. The dialog names the slide's current layout and shows the others you can choose from.

2. Click the layout you want. The diagram is resized to fit.

3. If the new layout has no room for something on the slide, Change slide layout? lists what the switch will delete: The diagram, or a number of the old layout's text boxes. Text you added to the slide yourself is kept. A layout change cannot be undone, so if anything on the list matters, click Cancel and duplicate the slide before you try again.

   

Show one part of the group on its own slide

A step that happens deep in the group, a merger of two subsidiaries, is easier to follow on a slide that shows only them.

1. Select the entities the reader should see close up.

2. Right-click the selection and choose New slide from selection. The selected entities get a slide of their own, which you can rename and move to the step it belongs to.

   

Tips from practice

• One legal act per slide. If a step needs two sentences to explain what changed, it is two steps. The reader should be able to point at the one box or line that differs from the slide before.
• Name every slide after its step. The names appear in the Slides pane and in the table of contents, and "Step 3: Merger of Gamma ApS into NewCo ApS" is what the client will refer to in the meeting.
• Build in order, correct with Mirror Mode. Copy forward with Mirror Mode off, then switch it on only for corrections. Undo only reaches back to when you opened the slide you are on, so check a mirrored correction on the later slides before moving on.
• Closing the Slides pane turns Mirror Mode off. Turn it back on when you reopen the pane.

A company renamed halfway through the plan? Change a name once across the whole step plan. To have the slides drawn for you from a description of the transaction, have JuristIQ build the step paper.