How transaction management tech can make deals less hostile
If your firm is still managing transactions with a word processing tool, it's time you considered a 21st century solution, argues Jack Shepherd
Junior lawyers are the lynchpins of transactions. While they work with partners and their seniors on structuring transactions, negotiations and strategy, the work they do around making sure things are delivered on time is often forgotten.
On a complex cross-border transaction, this work includes making sure all documents are on track for the closing date. It often involves chasing specialist advisers and local counsel in other jurisdictions – not to mention doing countless redlines and comparisons against prior versions.
When things go wrong, things get nasty. Junior lawyers start getting blamed for not understanding the urgency of a particular document: “What have you been doing for the last week?!”. Juniors are the magicians of project management and they carry a lot of weight on their shoulders.
Clients see the project management angle as a black hole, where status updates are provided on a regular schedule via random attachments that instantly get lost.
Then, everybody starts blaming each other. Law firms blame each other, the seller starts saying “It’s the buyer’s fault!”. Everybody is unhappy.
It’s worth looking at this unfortunate state of affairs from several different perspectives to see how tense, deadline-driven legal transactions tend to impact the internal dynamic, the client dynamic and the counterparty dynamic – and to see how transaction management technology can vastly improve the situation in all of these spheres to make deal closings a much less hostile undertaking.
The internal dynamic
The fact is, no one person within a firm should be blamed when delays or errors creep into closing situations. When things go wrong, it is largely because the underlying workflows are full of manual steps using technology that is not fit for purpose – not because individual lawyers have been shirking their duties.
What’s the main culprit here? Nearly a quarter of the way into the 21st century, the primary means of managing even the most complex transactions is through a table in Microsoft Word: the closing checklist.
Junior lawyers have to spend vast chunks of their time chasing people for updates to workstreams, which they manually type into the closing checklist. The only way anyone gets an update on the current status of “where things stand” is when an email is sent out by the aforementioned junior lawyer. To view the latest draft of key transaction documents, people have to manually look back through old emails.
Amid the many problems associated with this way of doing things, two main themes rise to the surface. First, everything is manual. Second, nothing is transparent. Errors are easily made and expectations become misaligned because updates are not provided continuously. Lawyers start blaming each other when things go wrong.
The simple change law firms can make here is to adopt a transaction management solution. This allows for transactions to be managed through a web browser rather than a word processing tool. It becomes the ‘homepage’ for a deal, where all updates and documents are stored.
Updates on workstreams are fed into the solution as soon as they happen, rather than sent out as sporadic email updates that allow misaligned expectations to build up. Specialist advisers can access the solution directly and feed in their updates, rather than telling a junior lawyer to type them in manually and risking some key detail getting misinterpreted or rendered incorrectly.
Firms that use transaction management solutions blame each other less, because mistakes and errors are realised at a much earlier stage. You don’t have to wait until next week’s email update to find out a document hasn’t been started yet – you can track this on a daily basis.
And, as an added bonus, junior lawyers are spending far less time trying to get their heads around table formatting in Microsoft Word – which most would agree is a highly welcome development.
Lawyers who are not, at the very least, using co-authoring functions in Microsoft Word or Excel (which allow multiple people to be in the document at the same time) should consider whether the way they are currently managing transactions is truly the best way.
The client dynamic
Let’s briefly switch gears and examine how transaction management technology can impact the client dynamic.
The closing checklist is often seen as an internal process. The general thinking is clients just need the deal to go through – they don’t care how.
The reality is quite different. Clients of law firms often have as much anxiety as the law firm does about whether things are on track or not. They are always asking questions along the lines of, “Where are we at with…”, or “Can you send me the latest version of…”, and so on.
Again, historically, these questions have relied on manual and opaque project management techniques. When the client asks for the latest version of a document, it is not uncommon for lawyers to realise that the latest version is in fact a two-week-old version sent over by the other side that they forgot to respond to.
The Word document closing checklist is again the culprit, because it disassociates documents from workstreams (as it turns out, it’s tough to save a Word document within a Word document…) and updates are only received sporadically.
A transaction management solution provides a single source of truth for the deal. Clients are kept up to date with what is going on, and nasty surprises are avoided. The added bonus here is when these solutions are used, clients often don’t even have to ask questions about small, menial things. They can just check a website and have the answers right there, at their fingertips.
The counterparty dynamic
And what about the counterparty dynamic – what changes do we see from the current status quo?
Using a Word document closing checklist naturally leads to a “The ball is in their court” dynamic between counterparties.
Because workstream updates are exchanged only sporadically, a law firm will likely only update the closing checklist when all tasks are complete. Perhaps unintentionally, they will send the output to the other side to put the pressure on – all outstanding tasks are with them now. This can lead to a hostile dynamic, as parties accuse each other of “holding the deal up”.
If counterparties use transaction management solutions instead, updates are not “thrown over the fence” at random intervals – instead, the transaction evolves when things actually happen. The process becomes easier to follow. People stop blaming each other.
Dare I say it, transactions actually become pleasant.
The way forward
Transaction management is a great example of where outdated processes lead to an unhappy working environment for everybody. Many outside the legal industry find it unbelievable some of the world’s biggest transactions are managed with a word processing tool. Law firms simply need to use a process and a solution that’s fit for purpose. Legal transaction management technology provides an avenue forward, offering an elegant and straightforward way to make deals less hostile for everybody involved.
Jack Shepherd is legal practice lead at Imanage imanage.com