Automating SPAs: Maximising your returns

Automating your share acquisition precedents is a great way to improve efficiency and free up more time for your lawyers to work on high-level, needle-moving tasks.

Reducing repetitive, 'last-century' tasks helps reduce drafting time, minimises errors, ensures consistency, and allows junior lawyers to produce initial drafts.

At echo.legal we've built plenty of automated share acquisition suites for law firms and legal teams, from initial Share Purchase Agreements (SPA's) to ancillary documents to create an entire suite.

Here's what we've learned works best:

1. Make sure you are all going to use the same documents

Automating isn't efficient if everyone is using different documents for their transactions.

It's worth taking the time to agree on a common set of templates before you start. That means getting sign-off from senior stakeholders upfront so you're not automating ten different versions of the same document.

While getting everyone on board and signed off may feel like a bit of a hassle, it's worth the payoff once it's done. It's a wasted investment otherwise.

2.  Always automate strategically

Our golden rule of automation is always to be clear on what you’re doing and why, before you work on the how. So before you begin to automate, you need to decide scope.

To get the best out of the initial questionnaire design, you need to decide the aim of the automation. Are you only automating the SPA’s? Are you including ancillary documents and if so - are they drafted consistently? Are you building the whole suite now or starting with one and expanding later?

We usually recommend starting with the SPA. It gives you the biggest early win and you can build out the rest of the suite once that’s finalised to maximise efficiency.

3.  Don’t over-amalgamate

Law firms often have a number of SPA precedent variations, but not all of them should be rolled into one automated version.

Content worth amalgamating includes:

• • SPA versions for single or multiple sellers
  • Simultaneous versus split execution and completion
  • Long or short form warranties
  • Different methods for determining the purchase price
  • Different forms of consideration (e.g. cash, shares and loan notes).

Content better kept separate includes:

• • Buyer and seller-friendly versions of SPAs (there will be so many differences between the versions, it’s not worth the complexity)
  • Domestic and international versions of an SPA (these can still sit in the automation suite, just let users choose which one they need)

For more amalgamation suggestions, see our article on amalgamation here

4.  Don’t try to automate for every edge case

Most law firm automation projects still need tailoring at the end.

Don’t get lost in trying to automate for every possible structure or shareholder combo. Instead, think about what users will actually know at the time they’re completing the questionnaire.

If the target has multiple share classes and a tangle of shareholders, you’ll waste hours trying to cover every variation. But if it’s a clean structure, say only one share class and a single seller, it’s usually worth automating that across the suite.

Next Steps

Most of these tips apply just as well to automating business or asset purchase agreements, as well as group company transactions involving both shares and assets.

At echo.legal we’ve got a wealth of experience helping law firms no matter their acquisition precedent requirements. Our team includes an experienced corporate lawyer who’s drafted acquisition precedents for major international firms.

If you are a law firm or a legal team looking to automate your acquisition suites, get in touch with Julie Saliba or Will Sumners for a conversation on how automation can work best for you.

Share Acquisition Suite Automation: FAQs

Q. What is a share acquisition suite?

A share acquisition suite is a set of legal documents used when selling or buying company shares or assets. These documents set out the terms of the deal, outline what each party is responsible for, and guide the process of transferring ownership.

Q. Why do law firms automate share acquisition suites?

Share acquisition deals involve multiple documents that rely on the same core data. Without automation, that data often has to be retyped across each document, which slows the process and increases the chance of errors.

Automation gives firms a faster and more consistent way to generate the full suite of documents using accurate, up to date information. In fast moving transactions, this is one of the most reliable ways to save time and reduce risk.

Q. How do law firms get started with automating share acquisition suites?

Start small and stay focused. Agree early on the minimum scope and make sure the key stakeholders are aligned on what will be automated first.

A clear, simple starting point keeps the project moving. You can always add to the automation later. Trying to automate the entire share acquisition suite in one go is usually what causes delays.

Q. Which documents are usually included in a share acquisition suite?

The main document is the Share Purchase Agreement, which is the contract that sets out the terms of the share sale between the buyer and the seller.

The suite also includes ancillary documents that support the transaction. These often include:

• board minutes
• written shareholder resolutions
• resignation letters
• share certificates
• share transfer forms
• power of attorneys

These documents work together to complete the deal and formally record the transfer of shares.

Q. How long does it take to automate a share acquisition suite?

A well scoped share acquisition suite automation project can go live within a few weeks if the focus is on the Share Purchase Agreement first. The rest of the documents can be added in phases.

Larger builds take longer, especially when advanced logic or system integrations are involved. We usually deliver in stages, so firms get value immediately rather than waiting for the full suite to be finished.