This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the adoption of legal tech."
For their recent high-profile project, A&O partnered with a b2b cross-border payments and foreign exchange market leader to navigate the intricacies of an IPO on the premium listing segment of the London Stock Exchange's main market. This deal, which spanned from November 2022 to July 2023, showcases the firm's commitment to innovation and efficiency.
A&O's legal wizards harnessed the power of three cutting-edge legal tech tools – Fuse's 10BE5 N2N, Scribestar, and Atticus. The result? Streamlined document creation and regulatory submissions that saved both time and money, while sparing everyone involved from unnecessary late-night marathons.
Led by the dynamic duo of Corporate/ECM partner Michael Bloch and U.S. Corporate Finance partner Jeff Hendrickson, the London-based team collaborated closely with ADL Belfast, bringing their expertise to bear on verification and regulatory checklisting.
Corporate associate Laura Green says that IPOs are challenging because of the huge amount of documents, information and material involved. She and her team used Atticus and Scribestar to reduce the administrative burden and focus on the core aspects of the transaction.
Verifying analyst presentations and a prospectus with Atticus
Laura explained that Atticus helped them verify all material statements faster and more accurately by automatically cross-referencing them with sources and explanations. They did not have to use Excel to track this manually, a task which traditionally takes many hours of junior lawyer time. They also shared the platform with the client to allow them to take the lead in the verification process, further driving efficiencies and saving costs. Atticus has already become the market leading verification tool in Australia, giving management teams and directors confidence in the quality and consistency of public disclosure in equity capital markets transactions. By allowing directors the ability to access source material directly through the Atticus-produced verification notes helps streamline the process of approval of marketing and regulatory materials such as investor and analyst presentations and prospectuses.
Building a prospectus with Scribestar
Scribestar hosts a prospectus in a secure environment and allows multiple users to edit the document in real-time. This marks a stark departure from the way things were done in the past. Laura says, “Using Scribestar on this transaction was a huge time saver, especially when we approached submission deadlines. Previously we would all work on our own copies of the same document and someone would have to consolidate the changes at the very end. With Scribestar, we were able to do all our edits at the same time, which saved us from some very late nights.”
This was echoed by associate Victoria Sigle, from the London-based U.S. Corporate Finance team. She comments, “One of the biggest difficulties, especially for a junior associate working on a UK IPO, is to ensure the prospectus and registration documents line up – that all changes that are made to one document are made to the other. Scribestar really helped in making sure the changes were synchronised. It eliminated the crunch times.”
Scribestar was also used to complete the regulatory checklists which are submitted alongside the prospectus when applying for admission on the LSE’s main market. Using the platform, lawyers are able to tag relevant text in the prospectus to the particular listing rule or prospectus content requirement, and then automatically generate the checklist and annotated prospectus for submission based on the most up to date version of the prospectus in Scribestar.
A&O’s client was also given access to Scribestar to update the financial information in the prospectus direct, which helped to streamline the process. It also created cost efficiencies for the client as it was a purely administrative task that did not require legal input.
The increase in efficiency was also noticed on the client side. Laura shares that the client’s IPO consultant commented on the increased efficiency provided by the tech solutions, calling it a game changer.
Using 10BE5 to prepare disclosure documents
U.S. Corporate Finance senior associate Carolyn Slauson Ali describes how using 10BE5 helped the team quickly prepare and revise the financial disclosure. She says: “Oftentimes the financials would be available shortly before a submission, so one of the main challenges we faced was getting the financial disclosure ready. 10BE5 software was able to help facilitate quick preparation of the disclosure using those financials and update it as further updates were made to the financials over the course of the process.”
The time saving is also considerable. In keeping with their name, 10BE5 helped the team cut down time spent preparing the disclosure by more than half. Carolyn estimates that normally it would have taken the team twice as long to do it manually because the process typically requires an associate to prepare the templates, go through all the numbers, calculate the changes using a spreadsheet. It would then undergo senior review to ensure the disclosure prepared picked up on all the relevant pieces. In contrast, with 10BE5, the team knows from past deals that it generates accurate results and picks up the necessary components. As a result, it saves both the preparation and the review time.
Reaping the benefits of an upfront investment
One of the perceived challenges with legal tech is the investment of time it takes to get familiar with new software and understanding what it can do for you. However, as attested by Victoria and Carolyn, the time invested upfront by the team learning how to use the new technology was more than repaid by the efficiencies gained in using it.
Carolyn shares that the support offered by Fuse, the 10BE5 team and Scribestar team was crucial to her getting up the curve. She comments, “I found the 10BE5 and Scribestar teams to be very helpful and responsive to make the process as quick and efficient for us. They have great services and support, helping you get set up quickly so you can utilise the technology. It’s worth understanding what the legal tech options are that can support your work and then also reaching out to Fuse, because they were very helpful in facilitating our use of those tools to making them more easily integrated into our day-to-day practice.”
