Appendix 5: Due Diligence Executive Summaries
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1.2 Property Contracts
We have not identified any material obstacles to the Merger in the context of our review of the
materials provided by CCG which relate to property.
2. INTELLECTUAL PROPERTY (INCLUDING IT CONTRACTS)
2.1 Intellectual Property
We have not identified any material obstacles to the Merger in the context of our review of the
materials provided by CCG which relate to intellectual property ("IP"). Given that GMC also
has its own IP policy, it will be necessary to consider which of these policies will apply post
Merger.
2.2 Information Technology
We have not identified any material obstacles to the Merger in the context of our review of the
materials provided by CCG which relate to the information technology ("IT") systems used by
the college. Given that GMC also has its own IT policies, it will be necessary to consider which
of these policies will apply post Merger.
CCG has one ongoing dispute in relation to an IT contact with Blackboard which has not yet
been resolved. We understand, however, that the potential liability in respect of such dispute is
relatively low i.e. in the region of £10,000.
The key issue to be considered in the context of the Merger will be whether any of the material
IT contracts will need to be: (a) assigned or novated from CCG to GMC, (b) allowed to expire, or
(c) terminated. We are unable to comment on which IT systems should be used by the colleges
post Merger from a technical viewpoint and we would recommend that a technical assessment of
the IT systems used by the colleges be carried out. We have, however, commented in Section C
of the Report on any notable legal provisions in the contracts and licenses that CCG has provided
us with regarding assignation, expiry and termination.
In the majority of the contracts reviewed, assignation to another party is permissible with the
written consent of the licensor. Alternatively, it may be preferable to allow the contracts to
expire or take the necessary steps to terminate existing contracts with CCG in accordance with
their terms. We have identified two contracts that are due to expire within the next six months,
being those with Select Business Solutions and the IBM Statement of work reported on in Clause
2.4.1 of Section C of the Report.
3. BORROWINGS ARRANGEMENTS
We have been advised that there are no borrowings or indebtedness in CCG.
4. EMPLOYMENT CONTRACTS & CONDITIONS (INCLUDING EMPLOYMENT
DISPUTES/CLAIMS)
4.1 We have been provided with a number of sets of terms and conditions for academic employees.
These terms and conditions are fairly standard. We have highlighted the key areas in Clause 4.6
of Section C of the Report. We have not been provided with terms and conditions for support
staff and are therefore unable to comment on these employees at this time.
4.2 We have been advised that CCG is currently engaged in a comprehensive technical rewrite of the
terms and conditions of employment which apply to support staff and academic staff. We
understand that HR representatives of CCG, GMC and GCNS have already shared this
information and the terms have not been finalised. Given that we have been told that information
has been shared, we anticipate, but have not had confirmed, that any changes would be consistent
with those applicable to the equivalent GMC employees. This may assist with the Merger. As