Lawyers often have to work with very densely worded documents such as contracts and legislation. More importantly, they are expected to understand it! Don’t worry, this skill does not come naturally – it takes practice! In fact, Module 5 is a great starting point to help you learn how to read and analyse legal documents!
Before you write your email to Emily, you need to establish four things:
- Determine what the execution requirements are for the SPA;
- Gather information on the legal validity of electronic signatures;
- Decide whether the parties will be able to sign the contract electronically; and
- Determine who will sign the contract from the client’s side (you are told this in the voicemail).
In the previous modules, I found that the best way to approach the tasks was to research widely and thoroughly before crafting your answer. However, the commercial world is not always a leisurely walk in the park and lawyers often have to work under tight deadlines. For example, if your client needed to get an emergency prohibitory injunction against X (or even perhaps a search order in the really juicy cases!), the chances are that you will not have forever and a day to file for the injunction. You must work with what you’ve got and act quickly.
Luckily, Project Jewel is not currently in need of any emergency action! However, the point still stands: Linklaters has given you all the information you need. For this task, I strongly recommend you to use the ‘Note on the Execution of a Document using an Electronic Signature’ document (hereafter the ‘note document’) that the module has provided you with to complete this task. You don’t need much more than that. For those that are unable to access it, click here.
Tackling the Note Document:
The first three bullet points are united by one main challenge: to understand the content of the note document and retrieve the appropriate information from it.
Now, if I am brutally honest, it took me at least two reads of the note document before I began to make sense of it. The document delves into the spheres of EU Regulations and several domestic statutes which for me, made it very difficult to stay on track and resist the temptation of going on a two hour Google spree about the eIDAS Regulation. I’m still learning.
However, I’d like you to think of reading a legal document like this: it’s like solving a Rubik’s cube. To the untrained eye, it looks impossible to decode. However, once you learn the right techniques, then it quickly becomes second nature. Let me show you how…
The note document is full of legal jargon and unfamiliar terminology. While it is tempting to research each and every term or Act that you find just to ‘double-check’, you don’t actually need to. Always remember why you are reading this document. Have you been asked to give a detailed review of the Electronic Communications Act 2000, or have you been asked to determine whether your client can sign the SPA electronically? Long story short, unless any foreign information you find is directly relevant, you don’t need it. Here are some further questions that you should be asking yourself when reading the note document:
- How relevant is this information? Do I really need it?
- Does this piece of legislation apply to Share Purchase Agreements?
Let’s tackle another difficulty of this task. You may be thinking, how on Earth am I meant to know the execution requirements of an SPA? I know I certainly did, so allow me to share my pearls of wisdom…
If there is anything that I have learnt about the Virtual Programme, it is this: you are not being tested on your knowledge of the law. It is impossible to know everything! Instead, you are being tested on how you approach problems – particularly those caused by a knowledge deficit.
Although the note document does not have a section specifically dedicated to the execution requirements of an SPA, it does have a paragraph for the type of document that the SPA is. You may then scratch your head and ask yourself, what type of document is the SPA? It’s easy. The task background information tells you that the SPA is a simple contract, and not a deed. Therefore, all you then need to do is search the note document for the paragraph regarding simple contracts and there you go, Bob’s your uncle!
Who Will Sign the Contract?
We are now at the last bullet point. Guess what, you don’t need any specific legal skills or magic document reading powers…you need common sense!
Just imagine what you think the hierarchy of the Consortium employees would be…
The Consortium could have a thousand employees, but chances are that the people that are orchestrating the transaction are probably not the students on work experience. It will be the people at the top of the Consortium!
Quick note, if you need a reminder of how to write an appropriate work email, then just refer back to the guidance found in Module 2!