When is a bible not a Bible?

Returning to my series of regular posts aimed at assisting SA law firms and corporations in the use of technology I am moving away from litigation (slightly – see later!)  to talk about bibles! Do I hear your cogs whirring and wondering if I am suddenly writing on religious matters? Fear not, I am talking about electronic transaction bibles or e-bibles.
 
What is the purpose and use of an e-bible? The most common use in the legal world is in respect of the end of a corporate or M&A transaction. In fact some people call them transaction bibles and in the USA I think they are referred to as closing documents. We will stick with e-bibles!

As this article is aimed at the SA market, I will use two well known SA businesses as my hypothetical examples. Let us say that Pick n Pay bought Woolworths. When the sale is completed there would be a large number of documents for the lawyer to hand over to his client, including financial documents, property transfers or leases and details all of the sites. The documents (or copies as often the originals need to go to a Bank or other financial institution) would be prepared by the lawyers and placed into binders to hand over to the client. Usually, the first binder would contain at the beginning a schedule or index listing all of the contents which follow. An e-bible performs the same function but instead of handing over a large number of binders containing hard copies, the lawyer would hand over a CD/DVD to Pick n Pay.

Here is how it works. The documents are scanned as individual searchable PDF’s. The schedule or index which is usually a Word doc, lists all of the succeeding documents and this is also scanned with each document description being hyperlinked to its corresponding document. Obviously the hyperlink facilitates jumping straight to the document required rather than scrolling through all of the others before you find the one you want to see. The OCR software which made the PDF’s searchable means that you can then find whatever text you are looking for. Thereafter the schedule or index along with all the documents is burned to the CD/ DVD. The inserts of the CD/DVD case are prepared by the lawyers giving details of the transaction as well as the branding of the law firm including the name and contact details of the lawyer who handled the matter. This is really great and inexpensive marketing for the law firm. The result is that Pick n Pay receives a digital version of their transaction documents as opposed to a stack of binders. It is modern and shows the law firm to be at the forefront of  technology and the presentation is such that the client has a constant visual reminder of who acted for them in this transaction as well as a more modern ability to store these documents and to search for them. By the way, I should have mentioned that sometimes the documents already exist in PDF format which is even easier as, obviously, there is no need to scan.

Over the years my company in the UK did thousands of these ranging from as little as 1 binder to well over a hundred binders for large transactions. It is quite a manual process in terms of scanning and in particular applying the hyperlinks and I remember one matter when we had over a thousand documents which meant over a thousand hyperlinks! During all of my time in the industry I have seen numerous attempts with varying degrees of success to automate some of the processes. At last a UK company has manufactured its own software which is the best that I have seen for e-bibles. The product is called DocumentFolio and it has been designed by the software design team of Anexsys in London (my previous company). Follow this link for more details and get in touch with me if you need more help or information.

In my first paragraph I said we were moving away slightly from litigation and by now you will be wondering what any of this could have to do with litigation. Well, I have done numerous e-bibles in litigation cases, arbitrations or other types of Court hearings. Imagine when you are preparing for a hearing and again you have a number of binders and several people (including the Court) want copies. Following exactly the same procedure as I have outlined you can produce these electronically. Looks better, less risk of the odd missing page, less expensive and altogether much more sensible. In fact it is true to say that the largest e-bible matter I was ever involved with was a litigation case and there were so many documents and exhibits that we prepared an e-bible instead of hard copy Trial Bundles. The second largest one I ever did was in a Competition case.

Now I need all of my SA connections to look at this and think how useful it could be for them but at the same time speak to their Corporate and M&A colleagues and pass this on to them. Amen!