SECTION B
EXECUTIVE SUMMARY
This Executive Summary highlights the legal and commercial matters we regard as being of particular
relevance from our due diligence investigations into GMC in the context of the Merger. We stress that,
whilst we have identified in the Executive Summary key issues based on your instructions, there may
nevertheless be other issues raised in the remainder of the Report which are of importance to you. The
Executive Summary should be read in conjunction with the full Report.
The headings of this Executive Summary follow the headings in the Questionnaire.
At the beginning of each section in this Executive Summary, we highlight key points from the detailed
Information Section of our Report (Section C) which in our view, in the context of the Merger, should be
highlighted in this Report and which should be considered by you prior to the Merger.
In so highlighting matters, we may be unaware of information about your activities or information from
other due diligence sources about GMC, such that your assessment of the significance of an issue may
differ. We shall have no liability to you for any failure to highlight information in this Executive Summary,
which should be read in conjunction with the full Report.
1. MATERIAL COMMERCIAL CONTRACTS
1.1 Commercial Contracts (Non-IT)
We have not identified any material obstacles to the Merger in the context of our review of
GMC commercial contracts. We recommend some consideration is given to whether it will be
appropriate to put in place new or renewed contracts following expiry of any contracts in CCG
and/or GCNS, and how any renewed contracts might sit post Merger with contracts of a similar
nature held by GMC. We comment on some of the issues you may need to consider at Clause
2.1 below in the context of IT contracts, but those comments have general application to
contractual arrangements.
For any contracts which CCG or GCNS wishes to continue post Merger, these will need to be
individually novated or assigned to GMC, which will require the consent of the contract
counterparty, unless the specific provisions of a particular contract provide otherwise. A key
issue will be for each of the three colleges to agree which contractual arrangements it wishes to
continue post-Merger and which it wishes to seek early termination of consistent with
rationalisation. The fact that the merged college will continue to operate across the various
campuses in the short term will influence this decision.
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 GMC which relate to property.
2. INTELLECTUAL PROPERTY (INCLUDING INFORMATION TECHNOLOGY
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 GMC which relate to intellectual property ("IP"). Given that CCG also
has its own IP policy, it will be necessary to consider which of these policies will apply postMerger.
The key issue to be considered in the context of the Merger will be whether any of the material
IT contracts which GMC has in place and which the three colleges agree provide IT
Appendix 5: Due Diligence Executive Summaries
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