Insights

As we approach Halloween and The Day of the Dead, it would be fitting to do another installment of our “Revenge of the Unread“ articles.  We certainly have a steady stream of examples where unread agreements have led to bad outcomes.  (Thanks to DocuSign and similar tools for making examples even easier to find.) Instead…

“It was the best of times, it was the worst of times . . . .” The initial few words from the famous first sentence of Charles Dickens’s A Tale of Two Cities captures the difference between a successful transaction and a disastrous transaction.    It was the best of times…. 123 Company was a longstanding…

When it comes to electronic agreements, we all know that we are in a “click to agree” world.   Just about every day we make decisions on whether agreements we’re about to accept are even worth reading. Hopefully people are becoming more cautious about reading through their more significant agreements.  Some of our recent articles have…

Over a year has passed since we warned of the risk of signing unread documents in Revenge of the Unread. It’s no surprise, but many signers are still not reading documents before agreeing to the contents. If anything, operating in today’s more virtual world leads to even more opportunities to “click to agree.”  Agreeing without…

“Which office do I go to to get my reputation back?”  The media was asked that often-quoted question by a wrongly accused government official more than 30 years ago.   Repairing a damaged reputation takes years – if it’s even possible. Your reputation is precious and in the world of complex transactions, whether you are a…

You know about “taking care of business.”    But what does it mean to take care of a business transaction – especially an important M&A transaction?   To us it means keeping the transaction moving forward, on time, and with organization and clarity.  It means spending time, ideally every day, on the transaction and always looking for…

It may sound quaint or old-fashioned, but there was a time when a seasoned business executive would keep a special “signing pen” for executing important agreements.   Using a special pen for significant transactions captured the mindset that by writing their name, the signer had approved the agreement and accepted responsibility for the transaction.   The agreement…

Transaction Commons prides itself on being “Where Deals Get Done,” but we’re really about helping our clients run an effective and efficient transaction process.  And sometimes deals don’t get done. There are important process steps to wrap up a failed transaction that are sometimes ignored, and we think are worthy of a reminder.  One of…

After more than a decade of trying to make negotiated transactions more efficient – either as a transaction lawyer or running Transaction Commons – the best way to describe the effort, and too often its hope for success, is herding cats.   The classic Electronic Data Systems Cat Herders commercial from years ago presents the challenge.…

It’s finally here – signing day for your transaction.  The document may be in your email (or sent by an electronic signature application) and ready for your signature.  So perhaps signing is as easy as a simple click.  Or maybe the printed paper agreement is laying on your desk or sitting in front of you…

What is “transaction efficiency”? Transaction efficiency means minimizing the waste of time, effort and money in the completion of a business transaction.  Transaction efficiency is not the same as transaction “effectiveness.“   Effectiveness of a transaction is a function of whether the transaction delivers the desired result.  For a complex business acquisition/sale transaction, effectiveness requires a…

At Transaction Commons we are focused on transaction efficiency.  Transaction efficiency refers to the transaction process – minimizing the waste of time, effort and money in the interactions between parties.  Transaction efficiency is built around organization and effective communication, and offers the additional benefits of reduced confusion and aggravation.  A transaction process that is not…

There is a lot of excitement around the application of technology to transactions ranging from consumer loans, angel investing, commercial real estate, and business M&A transactions.  Many of these transaction platforms are designed to serve as an intermediary between the transaction parties.  The focus is on finding the deal by matching up potential transaction participants.…

A “cornerstone” is a stone uniting two masonry walls at an intersection.  If we’re talking about a business deal, there are two main parties and the “transaction” is where they intersect.   How effectively and efficiently they intersect is the question.  Depending on the transaction, there may or may not be a future relationship between the parties.  In any case, they must work…

For years there has been interest in streamlined transactions through electronic document signing, e-closings, and completely paperless transaction processes.   The act of physically signing a document has been cast as antiquated and wasteful.  Now the interest in this topic has accelerated with frequent media attention to broad applications of blockchain technology and its potential place…

With 2019 only a few months away, efficiency is especially important for year-end transactions designed to implement tax and business planning strategies. Efficiency is dependent on effective document and information management and organization, and while these transactions may be “internal” (because there is not a truly “adverse” party as there is in an acquisition, sale,…

The nondisclosure agreement has been signed, a high-level letter of intent is in place, and the transaction parties are ready to begin active and thorough due diligence.   Some initial planning and communication will help make the process efficient and effective. There are several obstacles to efficiency that should be anticipated.   The team members providing due…

The beginning of each potential transaction affords an opportunity to start off with efficiency and organization.   That opportunity arises with two documents:  the confidentiality agreement or nondisclosure agreement (NDA) and the letter of intent or term sheet. These two documents serve different purposes and have different legal effects, but how they are approached, negotiated, and…

A decision that must be made early in the transaction process is how to apply information security practices to transaction communications.  There are a range of options, and in perception (and often in reality) there is a continuum of trade-offs between convenience and security. It is critical that security protocols are openly addressed and consistently…

In previous articles we have discussed transaction process governance – the definition and application of rules that apply to the handling of information and documents during the due diligence and agreement negotiation phases of the transaction process. Transaction process governance is one component of the larger objective of Transaction Efficiency. This article will look more broadly…

Technology has brought many benefits to business relationships and transactions.    The ability to share documents electronically has improved the efficiency of document collaboration within a team.  But that efficiency may evaporate when multiple (often “opposing”) parties are involved. Technology-based collaboration tools are almost always implemented with one party in control.    Examples would be a seller…

Managing Confidentiality Obligations When Using a Virtual Data Room The traditional beginning of a transaction or confidential project is the signing of a Nondisclosure Agreement (NDA).  No one wants to start a promising transaction or relationship with an acrimonious negotiation of a NDA, but most people accept that a NDA is necessary and want to get…

Transaction Commons, a cloud-based solution for the exchange and organization of transaction and project documents and information, is pleased to announce the issuance of its third patent, US Patent No. 9,552,340.   Reflecting another of Transaction Commons’ innovative approaches to transaction and project document and information management, this invention streamlines document negotiation by allowing users to…

In Transaction Process Governance – Part 1 we shared some thoughts on how to manage the due diligence process in a business transaction.  Part 2 will focus on implementing a control structure for transaction document negotiation. Key transaction document negotiation process steps to be defined include:  Who reviews the transaction document drafts? Where and how…

As you begin your next deal or other complex business transaction, set aside time to plan how you will govern the transaction process.  Document the expected steps in the process and assign roles and responsibilities for members of the project team.  The focus should be on the mechanics of investigating, documenting, and completing the transaction…

Businesses continue to invest in rigorous cybersecurity protections and their customers take comfort in knowing that their service providers have these safeguards in place to limit the risk of unauthorized access.  But these safeguards do not matter if a renegade “user” has entered valid login information.  Every individual user needs to appreciate the vulnerability created…

With the widespread acceptance of electronic data rooms (or virtual data rooms) in recent years, most users realize that the details of their data room usage can be tracked. This is widely accepted as one of the inherent features of virtual data rooms – and is often promoted by data room providers as an advantage…