e-Closings: When Convenience Creates Inconvenience ' and Complexity

The details are familiar to anyone who practiced corporate law in the 20th century: a room crowded with unshaven, weary men with ties and collars undone, and shirts untucked. A few stacks of neatly prepared folders and documents are mixed among many more papers strewn around the table amid half-eaten meals and half-filled coffee cups. Junior lawyers and paralegals proofread, oblivious to the chaos around them, while senior partners desperately try to keep clients entertained as the process drags on.

Fortunately, for most deals, this tableau is as extinct as the typewriter and manually typed documents that are always visible in those wall hangings. Today, thanks to the Internet, e-closings (and traditional closings) have become quite streamlined. The most sophisticated deals are done in virtual deal rooms that allow multiple parties secure, controlled access to documents and procedures for signing the documents. Even in routine deals, well before the point of a virtual closing, documents are reviewed, revised, finalized and signed in advance of the closing, through instant electronic exchanges. (Of course, the all-nighter remains a regular part of practice ' as deals can get done more quickly, clients' expectation that counsel will not go home until the deal is done has only increased.)