Legal Resources in an On-Line World

The advent of the internet has had a profound effect upon the legal profession in numerous ways. 

One of the most unsettling for lawyers has been the ability for the layman to access a huge resource of free information and guidance on legal matters. 

However, despite the brilliance of the algorithms in the world's leading search engines, legal research and analysis by 'Googling' a phrase representing a legal question or issue does not always produce an accurate answer. 

The purpose of this blog is to assist in guiding you towards a wealth of legal resources, which can be extremely useful in terms of providing answers to the legal queries and issues which you may have. 

This list is being published in rough draft format and is intended to be dynamicly updated from time to time.

It has not been prepared entriely altruistically - as it is intended to  be a ready access resource for the author to use whenever he finds himself needing to access legal resources in a cloud computing / remote working environment :-

Professional Resources

These are (expensive) paid-for, but regularly updated resources providing commentary upon the law and precedents as used by working private practice lawyers.

http://uk.practicallaw.com/ - The leading provider of know-how for private, practice lawyers - Simply unbeatable for private practice business lawyers.

http://www.lexisnexis.com

http://www.westlaw.co.uk - From Sweet and Maxwell

http://www.lawtel.com

http://www.justcite.com - New resource

U.K. Governmental Resources

http://www.companieshouse.gov.uk/ - A surprisingly useful way of accessing basic public infromation regarding companies (and other limited liability entities) formed in Great Britain and a useful respository of information on practicalities of British company law.

http://www.legislation.gov.uk/ - The U.K. government finally getting close to providing the taxpayer with a clear and updated text of  the country's legislation - What took them so long (!?)

http://www.ipo.gov.uk/home.htm - The U.K.'s intellectual property office - Providing a wealth of ressources re: I.P. and access to relevant registers.

Corporate Finance Resources

http://www.thetakeoverpanel.org.uk/

http://www.fsa.gov.uk/

http://fsahandbook.info/FSA/index.jsp

Aggregators of Legal Know-How

http://www.bailii.org/ - A charitable trust which provides access to the most comprehensive set of British and Irish primary legal materials that are available for free and in one place on the internet.

http://www.worldlii.org/ - Ditto but with international reach.

http://iclr.co.uk/ - The Incorporated Council for Law Reporting for England & Wales

http://www.lexology.com/

http://www.legalweeklaw.com/

http://www.mondaq.com/

http://ca.linexsystems.com/

Regulatory

http://www.sra.org.uk/solicitors/solicitors.page

http://www.lawsociety.org.uk/choosingandusing/findasolicitor.law

Document Resources

http://www.simply-docs.co.uk

http://www.docstoc.com/

Dan Johnson of Equitable Law - A Short Bio

DAN JOHNSON

Dan is an extremely experienced corporate, commercial and business lawyer. He advises clients in relation to a wide range of transactional and financing matters and often acts in a senior general counsel role for clients, providing comprehensive ‘peace of mind' solutions to the issues they face.

Trained by Eversheds and with an early career including over five years as a Senior Associate with DLA Piper, Dan spent eight years as a Partner with commercial law firms in Central London (latterly comprising nearly four years as a Partner with Martineau), before devoting his full time attention to his legal consultancy business, 'Equitable Law' from 1st January 2011.

Dan qualified as a Solicitor in 1992.

AREAS OF EXPERTISE

• Mergers & Acquisitions (Plus Other Business & Corporate Structure Transactions): Advising on business transactions and public and private company / share acquisitions, disposals, takeovers, mergers, demergers, reorganisations and other forms of M & A deals, both domestic and international.

• Private Securities Finance and Joint Ventures: Involved in all aspects of venture capital and private equity funds and the making, management and realisation of their early and development stage capital investments and leveraged / management buy-out transactions. Regularly acts for management teams and investee companies considering receipt of such finance. Extensive involvement in the formation, operation and dissolution of joint ventures.

• Public Securities Finance and Public Securities Markets Regulation: Advising on flotations, IPOs, secondary fund-raisings and other arrangements for the admission of securities to trading on public exchanges (both in London and on other global bourses), together with on-going regulatory and transactional advice and assistance to participants in such public securities markets. 

• Debt Finance (Including Banking) and Security Arrangements plus Insolvency: Advising on insolvency issues and a range of debt facilities on behalf of lenders (including banks and other debt finance providers) and borrowers.

• Taxation: Advising upon the taxation implications of transactions and financing arrangements.

Why are Transactional Company / Commercial Legal Fees So High? - An Approach To Consider So As To Save Costs

Contacts of mine are often horrified by indicative fee estimates given to them by their lawyers - Even for simple investment arrangements and basic transactional work.  They are asking for (but are often not given) methods to cut the costs of legal advice and assistance - of if they receive an economic quote, the lawyers involved do not undertake the work following methodologies which would allow the work to match the appropriate fee - meaning the lawyers are either loss leading (and / or "cutting corners") - Neither of which are in anyone's interests.       

My view is that the secret to obtaining cost effective transactional company / commercial legal work is to seek to ensure that all the lawyers involved are using standardised documentation to the fullest extent possible. 

This approach was taken by real property (e.g. land transaction conveyancing) lawyers, many years ago.  Real property lawyers have reasonably standard set(s) of sale and ppurchase agreement documentation, drafted by central organisation(s).   When a real property sale and purchase agreement is required, they ‘pull down the precedent’ in a format with which both selling and buying parties’ advisers are familiar with, and (arguably) largely do little more than "fill the blanks in" (save for dealing with certain specific terms and conditions which need to be negotiated and settled as part of  the transaction).

Largely driven by the highly competitive economics of the domestic conveyancing market, in which lawyers have to give "fixed fee” estimates for the work to be undertaken, real property lawyers devised ways of carrying out matters economically.

Until recently, this approach has not been taken in relation to venture capital transactions and mergers and acquisitions transactions.  A "cost plus" pricing model, was imposed by law firms -- who then generally used a wholly one-sided document drafted from their client’s perspective and left a generally inexperienced young lawyer to resist (often at great length and at great resultaant expense) appropriate amendments to the document.  It is intensely frustrating when the situation is experienced -- although, it is the way in which I learned my trade (at the client's expense)!

The introduction over the internet age of recognised and centrally drafted & held precedent documentation has allowed a marked variation in procedures to be adopted by sensible legal advisers.  Set out below (for your possible interest) is a link to the BVCA model form investment documentation for early stage venture capital investments :-

http://www.bvca.co.uk/assets/features/show/Modeldocumentsforearlystageinvestments

There are (in fact) recognised – considerably simplified versions of this documentation, which makes the investment process even simpler

Provided all the sets of advisers are sensible and can agree to use (i.e. start their drafting from) a recognised set of documentation (with which hopefully they are all largely familiar) – then the documents are well crafted, consistent and easy to work with, and all the professional advisers involved merely focus upon, what are considered to be the necessary and appropriate amendments to be made to the document (merely reflecting the contents of the terms sheet) -- thus massively cutting the negotiating time taken - and - accordingly allowing sensible advisers to give accurate (and extremely economic) fixed fee estimates of the likely cost of the legal work involved.

The same approach can be taken in relation to mergers and acquisitions transactions (and almost any other legal work you can think of).

I look forward to hearing from you as and when you might like to discuss the contents of this blog further -- hopefully in context of an opportunity to show you this approach in practice!

Kind regards, Dan Johnson - +44 7788 537 187 (U.K. Cellular Telephone)

Investment Memoranda - Disclaimer Wording

Dear All,

I  am often asked - and on an 'adding value' basis, I hereby provide my model format of 'Important Notice' wording ((c) Dan Johnson) which I generally recommend is appended prominently to all I.M.s I am involved with - I suggest generally upon the front page.  

It is important to note that each situation is different as regards financial services and markets legislation and other laws - so detailed legal advice should always be taken and no reliance should be placed upon this posting - but generally, my view is that the wording set out below 'should do the trick'.

The wording set out below is my preferred model format short form wording, which seeks to keep clients / contacts legally protected in relation to their fund-raising activities in the UK - while also seeking to give the recipient an impression of the clients / contacts being appropriately professionally advised.

Over the years - I have developed a practice of scanning the disclaimers in I.M.s I see - to get an impression of competence (well - I am a merely a lawyer, and can have difficulty in judging the business cases!)  - Such that I focus upon the I.M.s which 'get the law right'.  Any which don't have a disclaimer, or which are still referring to the Financial Services Act 1986 (and other such historic / irrelevant legislation or issues etc.) don't tend to receive a lot of my time.

MODEL WORDING :-

"

IMPORTANT NOTICE : This communication has been prepared and distributed under the exemptions specified in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”).  The contents of this communication have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 on the grounds that one or more exemptions under the Order apply as regards this communication. 

Recipients of this communication should not further distribute this communication unless they have taken all appropriate measures to confirm that the onward recipient is a person to whom an exemption under the Order applies.

If you are in doubt about what action you should take you should consult an authorised person specialising in matters of this kind.  Without formal engagement, any person involved in the distribution of this communication will not be offering advice and will not otherwise be responsible for providing client protection for transactions and arrangements proposed in this communication.

Certain of the information stated in this communication has been supplied by third parties and the contents of this communication have not been verified.  Any recipient must satisfy themselves as to the accuracy of the information herein and the nature of the assets mentioned and / or to be invested in.  No person accepts any responsibility for any error, omission or misstatement in this communication.

"

I hope this helps and I trust that our paths will cross again before too long!

Please feel free to let me know if I can ever help you / your contacts further.

With kind regards

Yours sincerely

Dan Johnson - Johnson + Associates - Legal Consultants        

+44 7788 537 187 (Cellphone)

The Office @ 24 Bemish Road, London  SW15 1DG  United Kingdom  |  Skype : danielrobertjohnson  |  Global Roaming Telephone & Messaging Service: +1 646 470 1880  |  Global Roaming e-Fax: +44 871 264 9515