Do you remember corporate completion meetings in the ‘good old days’? The excitement of getting everyone round the table, the buzz, the opportunity to reminisce and share anecdotes, and, of course, the shaking of hands and pouring of champagne when the moment comes.
How about the printing of reams of paper, the guiding of signatories to the correct parts of the documents, the witnessing of numerous signatures and the urgent scramble when you find out that the one remote signatory doesn’t have a printer or scanner and their phone is a Nokia 3310?
If you are anything like us, those pre-COVID meetings will leave you with rose-tinted nostalgia overlaid with memories of long nights, paper cuts and days of scanning and preparation of deal bibles thereafter.
For a number of years, electronic signature platforms had been making inroads, especially in commercial contracts and stand-alone corporate tasks but they instantly moved from ‘nice to have’ to ‘must have’ tools on March 23, 2020, when the UK first went into lockdown.
The prohibition on various activities which we had, until then, taken for granted meant that transactional lawyers needed to lean more heavily on the e-signature platforms than they had ever done before.
Speaking to peers here at Woodfines, the greatest surprise has been how smoothly adoption of these tools in large-scale corporate transactions has been.
The only regular challenge has been how to deal with witnesses, especially given that the use of relatives as witnesses had to be avoided and mixing with other households had been prohibited.
So, as we return to some normality, the question is whether we stick with the convenience of our finessed e-signature tools and remote completions, or revert to the hours of printing and scanning but with all the upsides of an in-person meeting.
Well, we are delighted to say that there is a third way – a hybrid in-person completion meeting but without one piece of paper in sight. We undertook such a completion meeting recently with great success. It was an MBO that needed most key people present and was permitted under COVID legislation because it was held at the parties’ workplace and all necessary provisions were made to ensure the meeting was COVID-safe.
The e-signing envelope had been circulated the day before to one remote signatory in order to ensure that there weren’t any delays, and we then released the envelope to the remaining signatories when they were all in the completion meeting. Everyone signed their respective documents in a matter of moments using their personal mobile phones or laptops and one lawyer could then review and witness everything from the comfort and socially distanced safety of their own tablet.
Relevant board meetings were then held (the minutes naturally being e-signed) and necessary calls to the bank were made to release funds. Completion took place no more than 90 minutes after the meeting had started and all parties left the room with a full bible of signed and dated documents. The only things missing in this case were the handshakes and champagne, but they will return once circumstances permit.
We think this is the template for future transactions. It is a faster and more polished experience for our clients, saves the environmental cost of printing hundreds of pages of paper and delivers an instant transaction bible.
It also relieves us of some of the most tedious tasks in a transaction thus enabling us to provide an even more cost-effective solution. It turns out that in the very near future one can have cake, eat it, and wash it down with a celebratory beverage.
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