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)