Much of how the legal system handles M&A deals remain unchanged in the new COVID-19 world. Documents continue to be drafted and negotiations are still possible. After all the legal industry has long been able to work almost flawlessly with firms across the country doing business with one another in order to complete a deal. It is not unusual that one counsel never actually meets the other counsel in-person in a long-distance transaction. COVID-19, and the rules on social distancing and remote working as we all do our best to comply with shelter in place orders to flatten the curve, have forced transactional attorneys to find a way to utilize resources that were once shared in person with one another in new and innovative ways. In short, COVID-19 has required attorneys to think outside the proverbial box, show patience and come up with creative solutions to complete transactions to keep the business world, and the economy moving.
Let’s examine what has not changed. While working remotely attorneys can still analyze and draft documents and agreements, offering their opinion and counsel to their client and addressing issues with the opposing counsel. Conference calls, email correspondence, Microsoft Teams and Zoom virtual meetings as well as post office and courier mail and shipping systems can still be utilized to discuss, deliver, and share various exchanges of information and documents. As tough as COVID-19 appears to be, it has done little to slow the train of legal work that needs to be completed for our clients, especially when one is trying to close a business transaction.
Additionally, important legal documents still need to be signed, and often notarized. Luckily, New York’s alterations to the rules governing a notary’s ability to notarize a document have allowed for social distancing rules to be adhered to while needed signatures are obtained from a distance. (See, Governor Cuomo’s Executive Order 202.7, allowing remote notarization of signatures)
Due diligence has always been an essential element to protect both parties’ interests in any legal representation, especially in mergers & acquisitions. COVID-19 has not, and does not, change that reality. In a normal transaction, documentation related to the party’s business organization, operations, finances, assets, compliance, audits, and licensure, are collected.
These documents are then reviewed and analyzed by counsel and a report is then provided to the respective parties. Again, COVID-19 has not changed that, and, as we discussed, technology now allows for the seamless continuation of this process.
The reality is that the “new world” presented to M&A attorneys as a result of COVID-19 has done little to stop M&A deals from taking place. M&A deals are still possible and the framework for getting from inception to closing has not changed outside of the utilization of the multitude of the advances in technology afforded to attorneys to get from point A to point B.
The Law Offices of Pullano & Farrow has extensive experience in this, and many other, areas of law and will continue to be available for the needs of our clients. If you are looking for more information and guidance regarding your business and the effects COVID-19 may have on it, please feel free to contact one of our attorneys at (585) 730-4773.
This Legal Briefing is intended for general informational and educational purposes only and should not be considered legal advice or counsel. The substance of this Legal Briefing is not intended to cover all legal issues or developments regarding the matter. Please consult with an attorney to ascertain how these new developments may relate to you or your business. © 2020 Law Offices of Pullano & Farrow PLLC
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