Keep Deals on Track with Remote-friendly Tech
Social distancing is rapidly transforming the way professionals across the country conduct business, and transactional attorneys are no exception. Though the past decades have seen deal attorneys slowly migrate from a paper-driven process towards a digital deal workflow, many attorneys still use traditional workflows for their transactions. With a pressing need to adopt efficient remote work environments, now is the time for deal attorneys and firms to complete the transition to technology-focused solutions. These solutions not only address pain points throughout the transaction lifecycle but also enable attorneys and their teams to keep deals moving when they can’t be in a traditional office.
From due diligence review to negotiation, signing, closing and post-closing obligations, there are a number of simple solutions to increase communication and organization while decreasing printing and scanning, enabling remote deal teams to take advantage of digital workflows and keep deals on track.
Diligence automation tools can help attorneys identify, extract and analyze key contract information in company agreements and related documents. By training machine learning algorithms on common contract provisions, diligence automation tools can improve the document review process by an order of magnitude, providing better value to clients.
For attorneys working remotely—where printing and organizing reams of diligence contracts for review is less feasible—diligence automation tools efficiently narrow the scope of their review. As a result, attorneys can focus their attention on a subset of contracts containing a high likelihood of relevance to their inquiry.
But more than just speeding up the diligence review process, diligence automation tools can be used to manage the diligence process, allowing deal teams to separate responsibilities among multiple team members. This in turn helps deal teams scope, organize and track progress on diligence projects.
While the traditional negotiation process is fairly compatible with remote work—attorneys edit agreements in word processing tools, manage versions and track changes with internal document management systems and deliver the revised documents to opposing counsel via email—some platforms seek to simplify this process by combining these tools into a single application.
Transaction management tools enable attorneys working remotely to collaborate on document drafts and share revised documents directly with opposing counsel. When all parties are given access to the same transaction, attorneys can share document versions, statuses and redlines in a single dashboard. While the organizational benefits of negotiating on a single platform are clear, concerns about document visibility and permissions for opposing counsel have unfortunately slowed the broader adoption of a tech-enabled negotiation process.
Signing & Closing
Because the ultimate need for coordination and collaboration on a transaction comes around the signing and closing process, deal teams face challenges to handle this process remotely. Closing management tools, however, enable parties to organize their deal documents, ancillary agreements and final records to ensure that they have been validly signed and delivered to the appropriate parties in order to close the transaction.
For example, closing management tools can make signing significantly easier for clients working remotely. While certain deal documents may require handwritten (“wet”) signatures, in most cases electronic signatures (“eSignatures”) provide an enforceable method to collect signatures without the need for a printer or scanner. eSignature tools enable clients to sign documents from a phone, tablet or computer and provide more robust audit trails to support the evidentiary record for transactions. Unlike traditional eSignature tools, closing management tools provide an added layer of flexibility that helps attorneys manage the signatures and document versions as circumstances change and terms are finalized.
In addition, closing management tools allow for the automation of signature pages and custom packets for each signatory on the deal. Web-based transaction dashboards allow members of the deal team to remotely track signings in real time throughout the signing and closing process. Associates and paralegals can review the status of every document and signature page from their laptops and quickly make edits to signature pages or reroute documents and signature packets to the correct parties as circumstances change.
Once a deal closes, closing management platforms help attorneys and paralegals automatically compile final executed agreements and closing sets directly from their final transaction documents. These tasks can often cross between deal team members and document services or knowledge management teams. By placing this work on a single web interface, legal professionals can not only complete this work from a laptop, but this functionality substantially improves the efficiency of building complex closing sets—saving clients money and reducing post-closing write-downs for the law firm.
Attorneys can also use capitalization table software to distribute electronic stock certificates and store and maintain cap tables and stock ledgers for the company and stockholders, as well as take advantage of shareholder representative services to manage post-closing obligations, including payments and escrow requirements for the transaction. These services provide online portals to ensure that all parties can confirm compliance and tie up final deal obligations that can last months or years post-closing.
Author: Will Norton is founder and CEO of SimplyAgree, a leading provider of closing management technology. Will previously practiced law as a corporate attorney for an Am Law 100 law firm, where he published numerous articles on electronic signatures and contracting. Will currently serves as editor of the American Bar Association’s Technology in M&A Directory.