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The World Wide Web is about e-mail. The Web is about sharing information. The Web is about enabling professionals to do more, faster, from a desktop computer in the office or a laptop at a hotel. So why are lawyers still exchanging documents by messenger or FedEx, and traveling tens of thousands of miles to negotiate, discuss and close transactions? Well, they’re not, if they’re using a secure, limited access, easy-to-use virtual room in DealSpace. IntraLinks is a Web provider that can create a private external Web site to be used for collaborative work between groups of professionals. The company originally designed its IntraLoan product for large financing transactions, but apparently now has decided that lawyers, as well as the deal-making principals, can benefit by the services that IntraLinks offers, and now gives us something called DealSpace. DEAL OVERVIEW We didn’t set up a site for our own deal but can report on a demonstration site made available to us. We logged on to the demo site and entered a name/password combination to access the site. We had been included on only one conference set-up for one mythical transaction. Presumably, a firm using DealSpace for one transaction may decide to use it for others; logins and passwords can be customized for each user and each use, giving each deal its own little corner of cyberspace. In a familiar interface approach, major areas of the Web site are listed across the top, with choices available within the current major area listed down the left margin of the screen. The first area is “Deal Overview” with choices of Discussion, Announcements and Access Reports down the left margin. The sub-areas have exactly with you might think, with the Access Reports showing who has accessed which parts of the Web, and the last time of access. The Documents area shows titles of documents in various phases of completion and by type, and who posted each and when. Each document can be downloaded as needed, and either reloaded if you have appropriate permissions or made the subject of comments in the Messages area. We’re told that each DealSpace user can be granted status of Reader, Editor or Manager. The Manager (or Managers) control everything with respect to the deal, including adding users, viewing all discussions and posting any document. Editors can post documents and accomplish other tasks on the system, while Readers can’t affect documents, although they can read any document and join in the discussion. Documents and discussions cannot be directed to individuals; if a lawyer or broker or financier is admitted as a Reader, that person can read everything. Admittance to the particular DealSpace room is by password, and an SSL-3 encryption protocol is set up so that all communication between the browser and the DealSpace room is reasonably secure. WEB-BASED COMMUNITY What we have, then, in DealSpace is a Web-based community designed for a single transaction, wherein the parties and their employees, assistants and professionals can gather to view and respond to the latest versions of the project documents, to discuss what needs to be done and how it will get done and generally push the transaction forward to completion. All of the above, of course, comes with heavy security. It’s even better than that. DealSpace, we are told, looks and works more or less the same for each transaction. Once a user becomes acquainted with the DealSpace interface and how to use it, there is no required learning curve for the next transaction. DealSpace isn’t terribly difficult to use to begin with, but we can understand how a generally computer-phobic lawyer may appreciate single-source consistency. The IntraLinks people were vague as to the cost of all of this, other than to say that cost varied with the number of people involved, the length of time the site would be required and something called “bandwidth” and that a typical cost was “in the low thousands.” The vendor claimed that all of this was related together on a price matrix but wouldn’t provide us with a copy. If you’re serious about doing a deal in DealSpace, it might not help to negotiate from the initially quoted price, but then it certainly can’t hurt. CONSIDERATIONS If the parties, lawyers and accountants are all physically located within a couple of blocks of each other, DealSpace may save mostly the time and effort to stroll from one office to another and the cost of messengers who are on staff anyhow. DealSpace could, however, save a lot of money in air fare, hotels and FedEx fees if the various participants are located across the continent or across the world. The equipment necessary — a moderate Pentium-based computer, an Internet connection and a reasonably current Web browser — is not a problem, but lawyers who simply won’t use them might be. Even if secretaries have to handle downloads and uploads for their computer-unwilling bosses, DealSpace should be a time-saving convenience. ROOM FOR IMPROVEMENT Although DealSpace is a useful concept, the Web-based design that we saw offers a lot less than it could. The DealSpace model is designed for collaboration and furthering a common goal, rather than opposing goals expected in litigation. Even so, there are times that the interests of seller and purchaser are not quite aligned, and each of the parties should have its own space for messaging and document drafts that cannot be viewed by “the other side.” Such a model might also be useful for litigation. The model might be even more useful for mediation, with the neutral automatically privy to the discussions and positions of both sides. Further, we think the DealSpace model we saw would also benefit by a task list, showing what remains to be done and who has been assigned to do it, as well as a calendar showing appointments and deadlines critical to the deal, and maybe even some sort of “chat room.” The vendor says task lists and calendars are available if needed, and that designs for litigation and other models of legal work may be in the works. Of course, there is little new or secret about creating a password-protected Web side with messaging and discussion groups, and document transfer and storage. Not being programmers, we suspect that a competent Web developer could put together at least a prototype of a similar site in a week or two of concentrated work. The difficult part of setting up a competing system would be to gain the confidence of a sufficiently large group of deal makers to make it work. (IntraLinks claims to have participated in 140 transactions with an aggregate value of more than $750 million since its inception in May 1997.) Whoever does it, we have no doubt that secure cyberspace rooms to manage big litigation and large transactions will become commonplace to the lawyers of the early 21st Century. In fact, we wouldn’t be surprised if these techniques soon descend to management of small litigation and routine transactions, and even down to the level of residential real estate closings. It’s coming. Get your browser ready. Barry D. Bayer practices law and writes about computers from Homewood, Ill. He may be reached at [email protected]

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