Leaps and Bounds

Thanks to you my faithful blogees, the Reverse Merger Blog has hit a record for visits this past week, thanks! It looks like about 50% of all visits are new people each week which is great. Thanks to those of you that have come back regularly to see what's up. I even get a sense of where folks are coming from, including law firms, investment banks, almost all continents (OK no one from Antartica yet!), even the SEC!

The world has certainly changed so dramatically since I started practicing law back in the mid-80s. The fax was a new machine and we weren't allowed to use it in our big firm except for international transmissions. The faxes came in on long thermal paper that had to be cut with scissors. Everything else went by courier, regular mail or messenger. Even FedEx was brand new then.

When we worked on corporate transactions, secretaries did not have computers. Shorter documents were typed on typewriters, and pages re-typed when changes were made or even, heaven forbid, changes were made by hand. If changes were too long we added page 2A in between 2 and 3.

For longer documents, we spent hours waiting for our word processing department to input our hand-written changes, then fix what they didn't do right. Then we spent hours "blacklining" by hand to show changes in a document, underlining with a ruler new material and putting a little carat where stuff had been taken out. Then we spent long hours preparing "distributions" of documents, standing at a copy machine that jammed at 3 in the morning making 10 versions of 10 documents that were each 50-60 pages. Then a cover letter to 10 people and 10 sets of mailings every single time documents were revised. Distribution of signature pages back and forth would take days, or require folks to gather in a large conference room to get it done. The manpower to get this done was mind-boggling.

These days of course, we revise documents ourselves on Word with almost no secretarial assistance. A great software program does the blacklining in a matter of seconds. The 10 documents get instantly emailed to the 10 people with no copies made or mailing. Closings are almost always done through distributions of pdf's. Even the fax is almost obsolete at this point.

Why talk about all this? I guess because I can and it's the beauty of having this unique outlet to discuss things. But what does it have to do with reverse mergers? It means for lawyers, investment bankers and others involved in these transactions, the process of doing deals has been vastly simplified because of these dramatic technological advances. It allows sophisticated players who might be in smaller shops to go toe to toe with the larger firms because it is now more about brainpower than manpower.

Sure, if I were doing a multi-billion dollar acquisition of a multinational corporation that had to be completed in 3 weeks, I would only go to a larger firm. But middle market and smallcap deals simply do not require it. It allows players both big and small to have a role in influencing the manner in which deals are completed, and allows us to focus on learning to avoid tricks and traps and constantly improving and evolving our form documents, instead of spending all our time getting distributions out.

As we head to finally enjoy some spring weather, I urge you all to visit my blog one less time this week and stick your head out the window and enjoy! Back to more substantive discussions next time, thanks for letting me muse a bit.