Law Firms Need to Rethink How They Protect Confidential Digital Assets

Mar 5, 2012 - by Phil Adrien

A law firm in Virginia, one of the latest victims in a string of cyber attacks against U.S. based law firms, is picking up the pieces after hackers infiltrated the firm’s e-mail system and released emails containing confidential information related to a high-profile case. With a clear message that law firms are a prime target for security attacks through their email systems, they need to rethink how they are storing and exchanging their most confidential digital assets.

According to a report at law.com, email is a common way to infiltrate a firm’s systems. Using a method called "spear phishing," an email that contains a link or attachment, arrives from someone who appears to be a trusted source. When opened the hacker has instant access to the recipient's computer and/or internal network. The same report noted that intrusions backed by state entities are increasing because information related to mergers and acquisitions is of great interest to state-sponsored agents.

The Canada-US Regulatory Cooperation Council - Webinar Recap

Feb 29, 2012 - by Phil Adrien

Today we enjoyed an in-depth discussion of The Regulatory Cooperation Council (RCC) with Emily Larose, partner in the advocacy group at Cassels Brock. Her insights into how the RCC and the Border Action plan are impacting cross-border business in agriculture and food, transportation and pharmaceuticals were invaluable.

Emily spoke to the potential advantages of more standardized compliance requirements between Canada and the U.S., including streamlined production at a lower cost, streamlined transportation of goods and reduction in compliance issues.

M&A Master Class Series - Part 1 Recap

Sep 29, 2011 - by Joel Lessem

Recently I participated in the M&A Master Class webinar alongside Andrew J. Sherman, author and Partner at Jones Day.  What an incredible opportunity to listen to a leading authority on M&A, up close and personal. This session took listeners through not only his views on the current state of the market but also key steps to prepare for selling a company.  The slides to his presentation are posted on the Firmex website, but I thought I would re-iterate his views on the current state of the market, which he took us through in our conversation.

ILTA Conference 2011 Day 1

Aug 23, 2011 - by Elizabeth Caley

Greetings from hot and sunny Nashville!

The first official day of the ILTA 2011 Rev-elation Conference got off to a great start with 1200 participants in attendance.

For those who aren’t familiar, ILTA’s annual conference is a great event that brings together attorneys, legal IT professionals, practice support, litigation and knowledge management experts to share knowledge for developing new for their firm’s success. Best of all, there’s Law2020™, ILTA’s multi-year, multi-platform educational programming initiative focusing on how law firms will have to adapt in order to thrive over the next decade.

Tips on legal due diligence for debt free cash free valuations

Jun 30, 2011 - by András Lendvai

Enterprise Value and Contractual Purchase Price – Debt Free Cash Free Valuation

The valuation of the target company is a substantial element of any given acquisition transaction. This article showcases the DFCF (debt free cash free) standard for enterprise valuation and the issues raised in the context of transaction contracts. The DFCF valuation is a calculation that ignores how the target company’s business is funded. The DFCF valuation shows the value of the company without accounting for the net cash or net debt held by the company, either on average during the year, or at closing.

Arbitration and M&A

May 30, 2011 - by András Lendvai

The ancient principle si vis pacem, para bellum (if you wish for peace, prepare for war) still holds true for modern-day M&A deals. During the drafting of the transaction agreement, the parties should prepare themselves for future disputes. Since arbitration can ensure that the tribunal deciding on the merits will have the special expertise required for complex disputes such as those arising out of M&A deals, it is common for parties involved in such transactions to submit their disputes to arbitration.

Pricing per page doesn’t make sense for Virtual Data Rooms

Mar 4, 2011 - by Joel Lessem

Yesterday I was on the phone with an attorney who recently completed a $20m M&A deal, and he commented that the data room he used ending up costing his company $25,000.  I asked him, how did you end up paying $25,000? The attorney said “Oh, they charged $1 a page and we kept having to add documents through the due diligence period which tripled the original estimate.  Buyers nowadays are more cautious, they want to see everything”. The $25,000 was not an expense to the advisor or the attorney, the client paid it along with his other transaction costs.  “The client was not happy” said the attorney.  “But what are they going to do?  Stop a $20m transaction, where key stakeholders are pocketing a seven-figure pay day?”

Anyone who wants to avoid the surprise costs of per page pricing should do the math up front. Let us assume the price for the data room is quoted at $1 per page, which means you have to start counting pages.  Let’s say I am selling the REIT of 100 properties with 1200 lease agreements, 100s of vendor contracts, audited financials, environmental assessments, governing documents, employee paperwork, one pending legal action, tax information and the list goes on.  I need to invest valuable time and money to get my staff to start counting the pages in the 2000 or so documents so I can understand what I will pay for a data room service.  Meanwhile the actual data storage and cost of those pages is not material to the virtual data room service provider.  The hosting and bandwidth cost of a page is fractions of a cent per month. So why charge for it?  Can’t they just charge a flat fee?

Cloud Computing for Lawyers — Balancing the Benefits and Risks

Oct 20, 2010 - by Nicole Black

Some cloud computing proponents speak of cloud computing as if it's the ideal solution to all your IT problems. However, as we all know, nothing is perfect and cloud computing is no exception. While it offers many benefits, as with anything else, flip the “benefits” on their head you’ll find corresponding drawbacks that are also worthy of careful consideration.

However, a brief comparison of the benefits and risks may be useful to law firms seeking to incorporate cloud computing services into their practice.  This week, let’s consider some of the benefits and next week we’ll address some of the drawbacks.

First, there are cost-saving benefits. With cloud computing, there’s no need to purchase servers and software; no need to pay expensive annual licensing fees or software upgrade fees; no need to hire IT staff to maintain the servers, address concerns regarding the security of the environment and stay on top of software updates.

Second, cloud computing can simplify computing for many law offices. For firms with an existing IT infrastructure, cloud-based software programs can reduce IT complexity, especially where IT departments are heavily taxed.

Firmex Solution - A Great Fit for ELawyering

Oct 1, 2010 - by Pam McBride

I find new terminology like ELawyering interesting yet almost pioneering for certain industries – I will remain skeptical about eSurgery but it seems technology and law make good bed partners.  The legal profession for me is a highly complex practice without trying to introduce new technology into it.  But perhaps that is exactly why we are seeing the concepts of Elawyering flourish, because certain technologies can eliminate the burden of necessary, but highly administrative tasks, to enable lawyers to remain focused on the law.   Case in point, a recent article “Doing Law on the Web: eLawyering for Competitive Advantage” included in the September issue of the Technology eReport from the ABA GP, Solo and Small Firm Division written by Richard Granat.The article provides an introduction to ELawyering and provides some direction on how to start.  But a compelling argument for a firm to consider a secure online offering for their clients is that a growing demand for online legal services does exist:

"A recent survey of more than 2,000 online users revealed that a majority of consumers expect good law firms to offer their services online in the next couple of years. The online poll revealed that nearly half (47%) of consumers would be more likely to choose a law firm that offered the convenience of online access to legal services and documents over one that had no online service capability. Some 56 percent said they expected good law firms to give customers the ability to use their services online in the next couple of years. Over two-fifths (43%) agreed that they would change law firms if an alternative firm offered a reduced fee in return for the consumer providing initial details about their matter online."

A private-labeled unlimited use virtual data room is a great place to start.

The ABA Considers Regulating Attorneys’ Use of Cloud Computing

Sep 29, 2010 - by Nicole Black

In 2009, the American Bar Association established the ABA Commission on Ethics 20/20. The stated purpose of the Commission is to “perform a thorough review of the ABA Model Rules of Professional Conduct and the U.S. system of lawyer regulation in the context of advances in technology and global legal practice developments.”

Last week, the Commission issued a letter calling for comments on the issue of client confidentiality and lawyers’ use of technology, with a focus on cloud computing technologies.

In it, the Commission focused on discerning how much guidance was needed by lawyers in regard to their use of technology, including cloud computing. The Commission asserted that more guidance was likely needed because:

“When data was strictly in hard copy form, lawyers could easily discern how to satisfy their professional obligations and did not need elaborate ethical guidance. Now that data is predominantly in electronic form, however, the necessary precautions are more difficult to identify. One of the Commission’s goals is to identify the precautions that are either ethically necessary or professionally advisable.”

The Commission also suggested that amendments to the Model Rules of Professional conduct might be needed to regulate attorneys’ use of cloud computing in their practices.