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  • Bartłomiej Dmitruk

The use of Virtual Data Room by a law firm

There are a number of risks in the office's activities that should be minimized or eliminated. In particular, the following risk areas related to:


  • civil and criminal liability,

  • conflicts of interest,

  • obligation of professional secrecy,

  • data protection and confidentiality,

  • personal data protection,

  • counteracting money laundering and terrorist financing,

  • specific, occurring in a specific legal practice.


Each law firm is also exposed to business risks - financial, reputation or loss of business continuity. The main risk factors are, first of all, clients of the firm, type and scope of activities, employed staff, prepared documentation, information received and sent to clients and other stakeholders, procedures applied in the company and the general culture of the company.


In this article, we will focus on issues related to procedures, document sharing and security, as well as communication with clients using the professional Virtual Data Room tool in the law firm's activities.



Working in "clouds" vs. a lawyer with both feet on the ground


Cloud-based document sharing and online collaborative work platforms generally allow for much more secure communication than email and offer a secure, encrypted online collaboration space. Virtual Data Room is a special solution that fits perfectly into projects and transactions carried out by law firms and law firms.


In the office's work and in dealing with clients, there is usually no shortage of documentation. Often these are large files and documents that "fly" in e-mail correspondence. Often these are files so large that it is impossible to send them via e-mail. And often there are so many of them that it is worth considering a place where they will be completed and stored under the full control of the office and with access for the client of a given case or transaction.


An extremely important aspect in the work of a lawyer is the responsibility associated with each case and the context of the documentation that was the subject of a given opinion, proceeding or prepared documents. For each project in the office, it is worth having documented the entire process of communication with the client, two-way documentation and final opinions, agreements or arrangements with the client. This gives much more comfort regarding possible claims regarding cooperation with the client.


The scope of the law firm's activity and the use of Virtual Data Room


A professional Virtual Data Room meets the expectations and offers functionalities for every law firm, regardless of the conducted activity. However, it plays a special role in certain types of projects or transactions in which, in addition to the basic functionalities of VDR - as a document repository or office system - you can fully use its capabilities, such as work and communication in groups, Q&A, monitoring and analysis of user activity or recording of these activities and documents on a durable medium, as is the case with VDR SECUDO.


Mergers and Acquisitions (M&A)


If you are a transactional attorney specializing in mergers and acquisitions, you can use a virtual data room to run the entire project in VDR, from due diligence with a single buyer to a multi-stage sale auction with several potential buyers. Virtual Data Room is a tool designed for this type of transactions and processes, it allows you to optimize the entire process, increases its effectiveness and shortens the time of individual transaction stages. Advanced participant activity analytics allows you to quickly identify the most likely buyers, ensures the confidentiality of the entire process, and allows you to run the entire project from NDA (Non-Disclosure Agreement) to SPA (Purchase and Sale Agreement) in one secure environment. Proper documentation of the transaction also allows for the minimization of post-transaction risks both for the seller, the buyer and their advisers.


More about the use of Virtual Data Room for M&A transactions in a separate entry on our blog: https://www.dealdone.pl/post/m-a-transactions-in-the-covid-19-era-practical-aspects-of-the-transaction-process?lang=en


Capital market transactions - ECM (Equity Capital Markets) and DCM (Debt Capital Markets)


Capital market transactions are a very formalized and regulated process. Depending on whether the ECM or DCM transaction is prospectus or non-prospectus, the entire process is more or less complicated. Such transactions usually require the involvement of not only a specialized law firm, but also investment banks and / or brokerage houses, an auditor and PR and IR advisors. Virtual Data Room in the process of issuing shares (IPO / SPO) or bonds is an indispensable tool for the proper and effective conduct of the transaction process. From due diligence through preparation of transaction documentation, communication with advisors and preparation of the "execution" and settlement of transactions, VDR is an integral platform for communication, sharing documents and joint project work.


More about the use of Virtual Data Room for the equity capital market in a separate entry on our blog: https://www.dealdone.pl/post/use-of-virtual-data-room-in-ipo-spo-abb-or-tender-offer-processes?lang=en


More about the use of Virtual Data Room for debt capital markets in a separate entry on our blog: https://www.dealdone.pl/post/the-use-of-virtual-data-room-for-the-process-of-issuing-and-servicing-bonds?lang=en


Transactions on the commercial real estate market


The commercial real estate market is serviced by specialized law firms and commercial real estate advisors. VDR is a very useful solution in real estate matters, enabling lawyers to more easily manage documentation (often specialized, in many technical formats, other than MS Office or PDF), sales or leasing, as well as restructuring or refinancing of loans secured on these assets. The process of selling real estate in VDR enables the confidentiality of transactions. In VDR, marketing materials about real estate are made available to potential buyers in a safe manner, preventing the presentation or Info Memo from being copied by another, unauthorized entity.


More about the use of Virtual Data Room on the real estate market in a separate entry on our blog: https://www.dealdone.pl/post/the-use-of-virtual-data-room-in-the-commercial-real-estate-sector?lang=en


Restructuring and bankruptcy processes


Restructuring and bankruptcy processes are usually very complex and multi-threaded. They require the cooperation of various parties and advisers, always including a specialized legal advisor. Depending on whether it is a restructuring process, recovery or bankruptcy proceedings, they require efficient action in order to effectively protect the company's assets and respect the rights of creditors. Lawyers in such projects can use virtual data rooms to work efficiently with the Board, Commissioner, banks, creditors and other stakeholders and advisers. In such processes, VDR is an indispensable tool for the preparation and sharing of documents under full control and preparation of the entire procedure. At the same time, it is a very good tool supporting the processes of selling individual assets, processes of financing restructuring or obtaining additional capital in the form of an investor or investors.


Bank Debt Transactions


Financing transactions in the form of bilateral or syndicated loans are transactions usually handled by law firms. And often there are at least two law firms - one on the side of the Company, the other on the side of the bank or financing banks. In addition, in larger transactions, the lawyers of the Company and internal lawyers of banks are usually involved, and often a financial advisor and auditor. VDR gives you the opportunity to conduct the entire financing or refinancing process in a confidential and secure manner, taking into account the specificity of the financing offered and the parties involved. Provision of the Company's documentation, due diligence and credit assessment process, development of a financing structure and security, or work on credit documentation are the most important elements of such a process that fits perfectly into the functionality of a professional Virtual Data Room and enables efficient and effective work on bank financing transactions.


More on the use of Virtual Data Room by financing banks in a separate entry on our blog: https://www.dealdone.pl/post/virtual-data-room-an-effective-tool-for-commercial-and-corporate-banks?lang=en


Intellectual property rights and related legal advisory


Intellectual property rights and the so-called Trade secrets is a relatively new topic with great potential in Poland. More and more companies pay attention to proper protection of their intellectual property, which is often a competitive advantage of one company over another in the sector. VDR is an ideal place to prepare the Company together with a law firm to protect intellectual property and to properly secure sensitive and confidential documentation against falling into the wrong hands.


Court proceedings


For lawyers involved in litigation, the Virtual Data Room is the perfect place to exchange information within the office, with clients, experts and others during the lawsuit. It is also a place to properly document the entire litigation process as well as confidential and secure communication with the client.


Summary


One thing is certain: there are many possibilities for law firms to use solutions such as Virtual Data Room SECUDO. The use of VDR SECUDO can be an element of risk management in a law firm, save time and money, and reduce the hassle of sharing documents, cooperating with clients and properly documenting transactions or projects carried out by law firms. Conducting projects in a professional, modern VDR also reduces the risk of potential claims resulting from the work carried out by the law firms, ensuring proper documentation of the course of the project and archiving of all activities and even recording on a durable medium, in Blockchain technology.


About us


DealDone is a specialized company that offers high-quality products in the field of information and data security. The DealDone team consists of people with many years of international experience in investment banking, investor relations, technology and cybersecurity. We offer services and software in the field of modern technologies for the circulation of confidential information, classified information, sensitive data and digitization, security, encryption and sharing of data and documents inside and outside the organization.


DealDone independently developed and introduced for sale the Virtual Data Room SECUDO solution. VDR SECUDO is a platform for secure exchange and processing of confidential information offered in the Software-as-a-Service model for business clients, in the form of virtual data rooms.

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