WO2003102846A1

WO2003102846A1 - System and method for facilitating transactions

Info

Publication number: WO2003102846A1
Application number: PCT/US2003/017102
Authority: WO
Inventors: Mark C. Swords; John E. Morrow; Brian J. Gillam
Original assignee: Baker & Mckenzie
Priority date: 2002-05-30
Filing date: 2003-05-30
Publication date: 2003-12-11
Also published as: AU2003238838A1

Abstract

A system and method is provided for allowing one or more users to the system to facilitate a transaction (10). The system (Fig. 1) identifies content, conducts transactional analysis, and gathers the required documents for conducting and completing the transactional analysis.

Description

Attorney Docket No. 6925 P 009 SYSTEM AND METHOD FOR FACILITATING TRANSACTIONS

TECHNICAL FIELD

The present invention is generally related to software for computers and, more particularly, is related to a system and method for allowing one or more users access to the system to facilitate a transaction.

BACKGROUND

Practitioners of mergers and acquisitions transactions and corporate service actions spend a significant amount of time managing all of the phases of a transaction, assembling legal documents, and keeping a record of the requirements for the transaction. Aspects of the transaction are completed by written and oral correspondence between the parties to the transaction. Transaction management is time-consuming and delays the progress of the transaction. Crucial pieces to a transaction in progress may be misplaced or lost, thus delaying the transaction. Furthermore, parties to a transaction may have different drafts of certain documents, which may lead to delays in ensuring that the parties are dealing with identical , documents. The current process of conducting a transaction also hinders communication between parties to the deal. Thus, a need exists in the industry to address the aforementioned and other deficiencies and inadequacies.

SUMMARY

The present invention provides a system and method for allowing one or more users access to the system to facilitate a transaction. Attorney Docket No. 6925 P 009

The present invention is a system for facilitating a legal transaction. The system comprises a first processor for executing a computer program. The computer program has a plurality of transaction tracks stored therein, wherein each transaction track identifies at least one transaction stage required to complete the legal transaction.

The present invention further includes a method of facilitating a legal transaction utilizing a first processor. The method comprises the steps of receiving a request to perform at least one of creating a new legal transaction track or opening an existing legal transaction track, wherein the existing legal transaction track identifies at least one transaction stage required to complete the legal transaction and selecting a transaction stage.

In general terms, the transactional system can be implemented as follows. The transactional system includes a mechanism for identifying content, conducting the transactional analysis, and gathering documents. The present invention can also be viewed as providing a method for allowing one or more users access to the system to facilitate a transaction. In this regard, the method can be broadly summarized by the following steps, a step for identifying content, a step for conducting transactional analysis, and a step for gathering documents. Other systems, methods, features, and advantages of the present invention will be, or will become, apparent to one having ordinary skill in the art upon examination of the following drawings and detailed description. It is intended that all such additional systems, methods, features, and advantages be included within this description, be within the scope of the present invention, and be protected by the accompanying claims. Attorney Docket No. 6925 P 009 BRIEF DESCRIPTION OF THE DRAWINGS

The invention can be better understood with reference to the following drawings. The components in the drawings are not necessarily to scale, emphasis instead being placed upon clearly illustrating the principles of the present invention. Moreover, in the drawings, like reference numerals designate corresponding parts throughout the several views.

FIG. 1 is a block diagram of a general-purpose computer that can implement the transactional system of the present invention;

FIG. 2 is a block diagram of a high level view of one intended environment for practicing the present invention;

FIG. 3 is a flow diagram of an embodiment of an asset acquisition sale transaction in accordance with the present invention;

FIG. 4 is a flow diagram of an embodiment of an asset acquisition purchase transaction in accordance with the present invention;

FIG. 5 is a flow diagram for an embodiment of a share acquisition sale transaction in accordance with the present invention;

FIG. 6 is a flow diagram for an embodiment of a share acquisition purchase transaction in accordance with the present invention;

FIG. 7 is a flow diagram for an embodiment of a change of entity name transaction in accordance with the present invention;

FIG. 8 is a flow diagram for an embodiment of a change of entity officer transaction in accordance with the present invention; Attorney Docket No. 6925 P 009

FIG. 9 is a flow diagram for an embodiment of a registration of entity transaction in accordance with the present invention;

FIG. 10 is a flow diagram for an embodiment of a transfer of entity name transaction in accordance with the present invention; and

FIG. 11 is a flow diagram for an embodiment of transfer of shares transaction in accordance with the present invention.

FIG. 12 is a screen shot of an embodiment of a login screen.

FIG. 13 is a screen shot of an embodiment of an opening page.

FIG. 14 is a screen shot of an embodiment of a new legal transaction set-up page.

FIG. 15 is a screen shot of an embodiment of a project management page.

FIG. 16 is a screen shot of an embodiment of a collaboration page.

FIG. 17 is a screen shot of an embodiment of a your deals page.

FIG. 18 is a screen shot of an embodiment of a deal outline tab page.

FIG. 19 is a screen shot of an embodiment of a main menu tab page.

FIG. 20 is a screen shot of an embodiment of the page displayed when a task tab is selected.

FIG. 21 is a screen shot of an embodiment of a Gantt chart generated from data during setup.

FIG. 22 is a screen shot of an embodiment of a screen displayed when a deal data tab is selected. Attorney Docket No. 6925 P 009

FIG. 23 is a screen shot of an embodiment of a screen displayed when a documents tab is selected.

FIG. 24 is a screen shot of an embodiment of a screen displayed when a collaboration tab is selected.

FIG. 25 is a screen shot of an embodiment of a screen displayed when a calendar tab is selected.

FIG. 26 is a screen shot of an embodiment of a document search page.

DETAILED DESCRIPTION

The transactional system 10 of the invention can be implemented in software (e.g., firmware), hardware, or a combination thereof. In the currently contemplated best mode, the transactional system 10 is implemented in software, as an executable program, and is executed by a special or general-purpose digital computer, such as a personal computer (PC; IBM- compatible, Apple-compatible, or otherwise), workstation, minicomputer, or mainframe computer. An example of a general-purpose computer that can implement the transactional system 10 of the present invention is shown in FIG. 1. Such a transactional system 10 can facilitate any kind of transaction, including, but not limited to legal, medical, financial, business, interpersonal, intra-personal, and retail goods and services transactions.

The present invention is a system for facilitating a legal transaction. The system comprises a first processor for executing a computer program. The computer program has a plurality of transaction tracks stored therein, wherein each transaction track identifies at least one Attorney Docket No. 6925 P 009 transaction stage required to complete the legal transaction. The legal transaction may be at least one of: a merger, an acquisition, a stock purchase, a share purchase, a stock sale, a share sale, an asset purchase, a business purchase, an asset sale, a business sale, a stock transfer, a share transfer, an establishment of an entity, a dissolution of an entity, an asset transfer, a business transfer, a change of entity officers, preparing a patent application, preparing a contract, an establishment of a will, an establishment of a trust, and preparing and negotiating a license agreement.

The transaction track further comprises at least one of: a critical path module for identifying the steps to complete the legal transaction, a logic flow module for identifying dependencies between the transaction stages of the legal transaction, at least one document relating to at least one transaction stage of the legal transaction, a first time period module for identifying a first time frame to complete at least one transaction stage, a second time period module for identifying a second time frame to complete the legal transaction, a first track record module for identifying at least one transaction stage that has been completed, a second track record module for identifying a next transaction stage to be performed, a third track record module for identifying at least one transaction stage after the next transaction that must be performed for the legal transaction to be complete, and a billing module for identifying a cost associated with completing at least one transaction stage.

The system further comprises a second processor having an identification that identifies the second processor and a specific transaction track associated with the second processor. The Attorney Docket No. 6925 P 009 second processor is communicatively coupled to the first processor, wherein the first processor receives the identification and identifies a next transaction stage to be performed.

The system further comprises a first memory communicatively coupled to the first processor. The first memory may have at least one of: a template document corresponding to at least one transaction stage and an issue list identifying at least one issue associated with at least one transaction stage.

The system further comprises a second memory communicatively coupled to the first processor. The second memory may have at least one of: a first document associated with an open legal transaction and a second document associated with a closed legal transaction. The second memory comprises data corresponding to at least one of: an issue related to an open transaction stage, a closed transaction stage, a future transaction stage, an access control, and a communication corresponding to a legal transaction.

The system further comprises a search module for at least one of: identifying a portion of the transaction stage predicated upon an identifier and displaying a section of a document corresponding to the portion of the transaction stage.

The first processor may further comprise a flag module for alerting at least one of a due date, dependencies, and any documents required to complete the transaction stage.

The first processor may manage the legal transaction, process the legal transaction, and/or manage data corresponding to the legal transaction.

The present invention further includes a method of facilitating a legal transaction utilizing a first processor. The method comprises the steps of receiving a request to perform at least one of Attorney Docket No. 6925 P 009 creating a new legal transaction track or opening an existing legal transaction track, wherein the existing legal transaction track identifies at least one transaction stage required to complete the legal transaction and selecting a transaction stage.

The method may further comprise the steps of specifying a legal transaction creating a transaction track corresponding to the specified legal transaction, identifying at least one transaction stage to be performed to complete the specified legal transaction, associating at least one template document with the specified legal transaction, and receiving a request to perform at least one of: identifying at least one jurisdiction that will be involved in completing the specified legal transaction, associating at least one transaction stage with the at least one jurisdiction, identifying a second processor having an identification corresponding to the specified legal transaction, and corresponding the second processor having an identification to the transaction stage.

The method further comprises a step wherein the transaction track identifies a next transaction stage by determining at least one transaction stage that has been completed.

The method further comprises a step of managing the legal transaction.

The method further comprises a step of processing the legal transaction.

The method further comprises a step of managing data corresponding to the legal transaction.

The present invention further includes a computer program for performing the method described above. Attorney Docket No. 6925 P 009 Generally, in terms of hardware architecture, as shown in FIG. 1, the server 11 includes a processor 12, memory 14, and one or more input and/or output (I/O) devices 16 (or peripherals) that are communicatively coupled via a local interface 18. The local interface 18 can be, but is not limited to, one or more buses or other wired or wireless connections, as is known in the art. The local interface 18 may have additional elements, which are omitted for simplicity, such as controllers, buffers (caches), drivers, repeaters, and receivers, to enable communications. Further, the local interface 18 may include address, control, and/or data connections to enable appropriate communications among the aforementioned components.

The processor 12 is a hardware device for executing software, particularly that stored in the memory 14. The processor 12 can be any custom-made or commercially available processor, a central processing unit (CPU), an auxiliary processor among several processors associated with the server 11, a semiconductor based microprocessor (in the form of a microchip or chip set), a macroprocessor, or generally any device for executing software instructions. Examples of suitable commercially available microprocessors are as follows: a PA-RISC series microprocessor from Hewlett-Packard Company, an 80x86 or Pentium series microprocessor from Intel Corporation, a PowerPC microprocessor from IBM, a Sparc microprocessor from Sun Microsystems, Inc, or a 68xxx series microprocessor from Motorola Corporation.

The memory 14 can include any one or a combination of volatile memory elements (e.g., random access memory (RAM, such as DRAM, SRAM, SDRAM, etc.)) and nonvolatile memory elements (e.g., ROM, hard drive, tape, CDROM, etc.). Moreover, the memory 14 may incorporate electronic, magnetic, optical, and/or other types of storage media. Note that the Attorney Docket No. 6925 P 009 memory 14 can have a distributed architecture, where various components are situated remote from one another, but can be accessed by the processor 12.

The software in the memory 14 may include one or more separate programs, each of which has an ordered listing of executable instructions for implementing logical functions. In the example of FIG. 1, the software in the memory 14 includes the transactional system 10 in accordance with the present invention and a suitable operating system (O/S) 22. A non- exhaustive list of examples of suitable commercially available operating systems 22 is as follows: (a) a Windows operating system available from Microsoft Corporation; (b) a Netware operating system available from Novell, Inc.; (c) a Macintosh operating system available from Apple Computer, Inc.; (d) a UNIX operating system, which is available for purchase from many vendors, such as the Hewlett-Packard Company, Sun Microsystems, Inc., and AT&T Corporation; (e) a LINUX operating system, which is freeware that is readily available on the Internet; (f) a run time Vxworks operating system from WindRiver Systems, Inc.; or (g) an appliance-based operating system, such as that implemented in handheld computers or personal data assistants (PDAs) (e.g., PalmOS available from Palm Computing, Inc., and Windows CE available from Microsoft Corporation). The operating system 22 essentially controls the execution of other computer programs, such as the transactional system 10, and provides scheduling, input-output control, file and data management, memory management, and communication control and related services.

The transactional system 10 may be a source program, an executable program (object code), script, or any other entity comprising a set of instructions to be performed. When the Attorney Docket No. 6925 P 009 transactional system 10 is a source program, the program needs to be translated via a compiler, assembler, interpreter, or the like, which may or may not be included within the memory 14, so as to operate properly in connection with the O/S 22. Furthermore, the transactional system 10 can be written as (a) an object oriented programming language, which has classes of data and methods, or (b) a procedure programming language, which has routines, subroutines, and/or functions, for example, but not limited to, C, C++, Pascal, Basic, Fortran, Cobol, Perl, Java, and Ada.

The I/O devices 16 may include input devices such as a keyboard, a mouse, a scanner, a microphone, etc. The I/O devices 16 may also include output devices such as a printer, a display, etc. Finally, the 1/0 devices 16 may further include devices that communicate both inputs and outputs, for instance, but not limited to, a modulator/demodulator (modem; for accessing another device, system, or network), a radio frequency (RF) or other transceiver, a telephonic interface, a bridge, a router, etc.

If the server 11 is a PC, workstation, or the like, the software in the memory 14 may further include a basic input output system (BIOS) (not shown). The BIOS is a set of essential software routines that initialize and test hardware at startup, start the O/S 22, and support the transfer of data among the hardware devices. The BIOS is stored in ROM so that the BIOS can be executed when the server 11 is activated.

When the server 11 is in operation, the processor 12 is configured to execute software stored within the memory 14, to communicate data to and from the memory 14, and to generally control operations of the server 11 pursuant to the software. The transactional system 10 and the Attorney Docket No. 6925 P 009 O/S 22, in whole or in part, but typically the latter, are read by the processor 12, perhaps buffered within the processor 12, and then executed.

When the transactional system 10 is implemented in software, as shown in FIG. 1, it should be noted that the transactional system 10 can be stored on any computer readable medium for use by, or in connection with, any computer related system or method. A computer readable medium is any electronic, magnetic, optical, or other physical device or means that can contain or store a computer program for use by, or in connection with, a computer related system or method. The transactional system 10 can be embodied in any computer readable medium for use by, or in connection with, an instruction execution system, apparatus, or device, such as a computer-based system, processor-containing system, or other system that can fetch the instructions from the instruction execution system, apparatus, or device, and execute the instructions. A computer readable medium can be any means that can store, communicate, propagate, or transport the program for use by, or in connection with, the instruction execution system, apparatus, or device. For example, the computer readable medium can be an electronic, magnetic, optical, electromagnetic, infrared, or semiconductor system, apparatus, device, or propagation medium. More specific examples (a non-exhaustive list) of computer-readable medium include the following: an electrical connection (electronic) having one or more wires, a portable computer diskette (magnetic), a random access memory (RAM) (electronic), a read-only memory (ROM) (electronic), an erasable programmable read-only memory (EPROM, EEPROM, or Flash memory) (electronic), an optical fiber (optical), and a portable compact disc read-only memory (CDROM) (optical). Note that the computer readable medium could even be paper or Attorney Docket No. 6925 P 009 another suitable medium upon which the program is printed, as the program can be electronically captured, for instance, via optical scanning of the paper or other medium, then compiled, interpreted or otherwise processed in a suitable manner, if necessary, and then stored in a computer memory.

In an alternative embodiment, where the transactional system 10 is implemented in hardware, the transactional system 10 can utilize any one, or a combmation of, the following technologies, which are each well known in the art: a discrete logic circuit(s) having logic gates for implementing logic functions upon data signals, an application specific integrated circuit (ASIC) having appropriate combinational logic gates, a programmable gate array(s) (PGA), a field programmable gate array (FPGA), etc.

FIG. 2 shows a high level view of one intended environment for practicing the present invention. The client-server system 24 provides a plurality of regional server systems 26 and a plurality of client systems 28. Each of the plurality of regional server systems 26 includes a server 11, a search engine system 25 and a local database 30. The search engine system 25 allows users to search the regional local database 30 and central database 32 for precedent documents that are similar to the present document inquiry. A secured communication medium 34 allows the search engine system 25 to request precedent documents and templates from search engine systems 25 of other regional server systems 26. Requests to retrieve, store, or search documents are sent to the server 11, which forwards the request to the search engine system 25 for processing. The search engine system 25 returns the document requested or a list of documents that meet the search criteria specified by the user. The server 11 further provides for Attorney Docket No. 6925 P 009 a number of user definable system access levels and respective rights to transactions and documents within the system.

As noted above, the system includes a search engine system 25. The search engine system 25 provides real-time access to information that physically resides in multiple places, applications and formats. The search engine system 25 may provide at least one of the services described below.

The distributed search service searches multiple content repositories, locations and formats and displays results in a single, relevancy-ranked list. Distributed Search provides a comprehensive set of features that let users find what they are looking for — from executing a simple key word search to completing a complex customized query.

The syndication service connects distributed content sources together to form a Content Network. Once the Content Network is in place, a single point of real-time access to distributed content, without replicating any data, can be provided. Users can access this distributed content, regardless of where it is physically located, from a standard Web browser. And because content can be continually updated at its source, users always access the most updated content.

The content adapter service allows the search engine 25 to index, search and navigate proprietary applications and then display data in almost any native format — ML, HTML, PDF, Word, Excel, PowerPoint, and so on — without costly or lengthy data conversions. Content Adapters support Lotus Notes, native Oracle, ODBC, file systems, syndicated extranet and Internet sites. Attorney Docket No. 6925 P 009

The security service insures that each participant in the Content Network maintains full control of proprietary content by determining access rights for other groups. This includes Access Control Modules (ACMs), Secure Socket Layer (SSL) data encryption, and authentication.

Search engine administration handles the navigation and administration of the Content Network, making it easy to integrate and access distributed content within a rich XML environment.

The search engine system 25 may be, for example, NXT3 or Contenta manufactured by NextPage Inc., or any other comparable search engine.

Each of the plurality of regional server systems 26 further includes a regional administrative web browser 27 for maintaining the regional server system 26. At least one of the plurality of regional server systems 26 includes a central database 32 where template documents for use in the transactions are stored. The regional server systems 26 further include a plurality of tracks, each track containing the documents relating to a specific stage of the transaction. The regional server systems 26 include tracks for identifying and completing mergers and acquisitions transactions, and a corporate service action. A non-exhaustive list of mergers and acquisitions transactions include a stock/share purchase transaction, a stock/share sale transaction, an asset/business purchase transaction, and an asset/business sale transaction. A non-exhaustive list of corporate service transactions includes a stock/share transfer transaction, an establishment of an entity transaction, a dissolution of an entity transaction, a facilitation of a asset/business transfer transaction, a change of entity officers transaction, preparing a patent Attorney Docket No. 6925 P 009 application, preparing a contract, establishing a will, establishing a trust, and preparing and negotiating a license agreement. The plurality of tracks further include a critical path for the transaction, wherein the critical path outlines tasks required to complete the transaction and the necessary dependencies between the tasks to develop a logic flow for the transaction. The transaction track further includes a transaction track record that traces the transaction steps that have occurred. The server system 26 includes a plurality of flags that alert the user to an event in the system. The event may be alarm alerting the user of due dates, required dependencies that must occur, or documents that are required in order to complete a required transaction step in the transaction track. Document templates corresponding to a specific stage of a transaction are stored in the central database 32. Completed documents created from the template documents stored in the central database 32 are stored in one of a plurality of local databases 30. A secured communication medium 34 allows documents, document templates, and forms to be transmitted between the regional server systems 26.

The client system 28 includes a browser that communicates with one of the plurality of regional server systems 26. The client system 28 sends an identifier for identifying the client and the transaction to the server system 26. One of the plurality of server systems 26 receives the identifier that identifies the client and one of the transaction tracks. In response to receiving the identifier that identifies the client and transaction track, the server 11 identifies the step that should occur in the transaction track by comparing the current task to the task required by the critical path in the transaction record. The server 11 will only perform the task if the client has access to the transaction as defined by the system access level. If access is denied, the server 11 Attorney Docket No. 6925 P 009 terminates the transaction and ceases communication with the client. If access is granted, the server 11 performs the task identified by the identifier. The server 11 may access content from the local database 30, through calls to the search engine system 25 or by making calls to local databases 30 in other regional server systems 26. If the task does not fall within the critical path as required by the track, the system alerts system users of the alarm. If the task falls within the critical path as required by the transaction track, the system proceeds with the task. If the client has transmitted any documents within the track, the server 11 stores the documents in the local database 30 and updates the transaction track record with the step that has occurred. The server 11 creates completed documents from template documents stored in the central database 32 in response to receiving the identifier from the client browser of the client system 28 and stores the completed documents within the respective track in the local database 30. The server 11 transmits the document to the client system 28 within the respective track via a communication medium. The server 11 updates the transaction track record indicating the task that has occurred. The flow charts of FIG. 3 - FIG. 11 show the architecture, functionality, and operation of a possible implementation of a specific track within the transactional system 10 of FIG. 1 and FIG. 2. In this regard, each block represents a module, segment, or portion of code, which comprises one or more executable instructions for implementing the specified logical function(s). It should be noted that in some alternative implementations, the functions noted in the blocks shown in succession in FIG. 3 - FIG. 10 may in fact be executed substantially concurrently or the blocks may sometimes be executed in the reverse order, depending upon the functionality involved, as will be further clarified below. Attorney Docket No. 6925 P 009

I. TYPES OF TRANSACTIONS

A. ASSET ACQUISITION - VENDOR

FIG. 3 is a flow diagram depicting a transaction track within the transaction system 10 wherein the transaction is an asset acquisition sale transaction 40 and the user is acting for the asset vendor. The user inputs data selecting an asset acquisition transaction from a vendor perspective and the system gathers all the necessary information to commence the transaction 42. In response to user input, the system determines if a conflict of interest exists 44. If a conflict exists 44 and no waiver of conflict can be obtained 46 the system terminates the transaction 48. If no conflict exists 44 or a waiver of conflict has been obtained 46, the system generates an engagement letter from a template stored in the central database 32 and transmits the letter to the asset vendor 50. The vendor must then read, sign, and return the engagement letter. In response to user input indicating that the letter was not returned or was returned unsigned 52, the transactional system 10 terminates the transaction 54. In response to user input indicating that the engagement letter was returned and signed, the transactional system 10 generates confidentiality agreement forms and documents from templates stored in the central database 32 and transmits the forms and documents to the asset purchaser 56. The transactional system 10 receives a revised confidentiality agreement from the purchaser and the asset vendor determines whether to sign the agreement or negotiate 58. In response to user input indicating unsuccessful negotiation of the confidentiality agreement 60, the transactional system 10 terminates the transaction 62. If vendor chooses to sign the agreement 58 or the negotiations are successful 60, Attorney Docket No. 6925 P 009 the confidentiality agreement is signed by the asset vendor and asset purchaser 64. In response to user input indicating a signing of the confidentiality agreement, the transactional system 10 accepts a letter of intent from the purchaser 66 and stores the letter in the local database 30. The asset vendor and asset purchaser negotiate the letter of intent 68. In response to a user input indicating unsuccessful negotiations 68, the transactional system 10 terminates the transaction 70 and generates a request to destroy or return due diligence documents and transmits the request to purchaser 72. If negotiations of the letter of intent are successful 68, the transactional system 10 receives asset purchase forms and documents from the purchaser 74 and stores the forms and documents in the local database 30. The transactional system 10 transmits the asset purchase forms and documents to the vendor for review 76. The transactional system 10 accepts the vendor-revised asset purchase forms 78 and stores them in the local database 30. The asset vendor and asset purchaser negotiate the terms of the asset purchase forms and all related documents 80. If negotiations are unsuccessful 80 the transactional system 10 terminates the transaction 82 and generates a request to destroy or return due diligence documents and transmits the request to the purchaser 84. If negotiations are successful 80, the transactional system 10 generates a disclosure letter from a template stored in the central database 32 and transmits the disclosure letter to the asset purchaser 86. The purchaser revises the disclosure letter and transmits the letter to the transactional system 10. The transactional system 10 accepts the letter 88 and stores the letter in the local database 30. The asset vendor and asset purchaser negotiate the terms of the disclosure schedule 90. If negotiations are unsuccessful 90, the transactional system 10 terminates the transaction 92 and generates a request to destroy or return due diligence Attorney Docket No. 6925 P 009 documents and transmits the request to the purchaser 94. If negotiations are successful 90, the transactional system 10 accepts a definite asset acquisition from the purchaser 96 and the deal is ready for closing 98. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

B. ASSET ACQUISITION - PURCHASER

FIG. 4 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is an asset acquisition purchase transaction 100 and the user is acting for the asset purchaser. The user inputs data selecting as asset acquisition transaction from a purchaser perspective and the transactional system 10 gathers all the necessary information to commence the transaction 102. In response to user input, the transactional system 10 determines if a conflict of interest exists 104. If a conflict exists 104 and no waiver of conflict can be obtained 106 the transactional system 10 terminates the transaction 108. If no conflict exists 104 or a waiver of conflict has been obtained 106, the transactional system 10 generates an engagement letter from a template stored in the central database 32 and transmits the letter to the asset vendor 110. The vendor must then read, sign, and return the engagement letter. In response to user input indicating that the letter was not returned or was returned unsigned 111, the transactional system 10 terminates the transaction 113. In response to user input indicating that the engagement letter was returned and signed 111, the transactional system 10 receives a confidentiality agreement from the vendor and then decides whether to negotiate or sign the confidentiality agreement 112. In response to user input indicating unsuccessful negotiations of the confidentiality agreement 114 the transactional system 10 terminates the transaction 116. If Attorney Docket No. 6925 P 009 purchaser decides to sign the agreement 112 or the negotiations are successful 114, the confidentiality agreement is signed by the asset vendor and asset purchaser 118. In response to user input indicating a signing of the confidentiality agreement, the transactional system 10 generates a letter of intent from a template stored in the central database 32 and transmits the letter to the asset vendor 120. The transactional system 10 stores a copy of the transmitted letter in the local database 30. The asset vendor and asset purchaser negotiate the letter of intent 122. In response to user input indicating unsuccessful negotiations 122, the transactional system 10 terminates the transaction 124 and generates a request to destroy or return due diligence documents and transmits the request to the vendor 126. If negotiations of the letter of intent are successful 122, the transactional system 10 generates the asset forms and documents from templates stored in the central database 32 and transmits the asset form and documents to the purchaser for review 128. The transactional system 10 stores a copy of the transmitted asset forms and documents in the local database 30. The transactional system 10 accepts the purchaser-revised asset purchase forms 130 and stores them in the local database 30. The transactional system 10 transmits the asset purchase forms and documents to the vendor for review 132. The transactional system 10 accepts the vendor-revised asset purchase forms 134 and stores them in the local database 30. The asset vendor and asset purchaser negotiate the terms of asset purchase forms and all related documents 136. If negotiations are unsuccessful 136, the transactional system 10 terminates the transaction 138 and generates a request to destroy or return due diligence documents and transmits the request to the vendor 140. If the negotiations of the asset purchase terms are successful 136, the asset vendor and asset purchaser Attorney Docket No. 6925 P 009 negotiate disclosure schedules 142. If disclosure negotiations are unsuccessful 142, the transactional system 10 terminates the transaction 144 and generates a request to destroy or return due diligence documents and transmits the request to the purchaser 146. If disclosure schedule negotiations are successful 142, the transactional system 10 generates a disclosure schedule from templates stored in the central database 32 and transmits the disclosure schedule to the purchaser 148. The transactional system 10 stores a copy of the disclosure schedule in the local database 30. In response to user input, the deal is ready to be closed 150. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

C. SHARE ACQUISITION - VENDOR

FIG. 5 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a share acquisition sale transaction 151 and the user is acting for the share vendor. The user inputs data selecting a share acquisition transaction from a vendor perspective and the transactional system 10 gathers all the necessary information to commence the transaction 152. In response to user input, the transactional system 10 determines if a conflict of interest exists 154. If a conflict exists 154 and no waiver of conflict can be obtained 156, the transactional system 10 terminates the transaction 158. If no conflict exists 154 or a waiver of conflict has been obtained 156, the transactional system 10 generates an engagement letter from a template stored in the central database 32 and transmits the letter to the asset vendor 160. The vendor must then read, sign, and return the engagement letter. In response to user input indicating that the letter was not returned or was returned unsigned 162, the transactional system 10 terminates the transaction 164. In response to user input indicating that the Attorney Docket No. 6925 P 009 engagement letter was returned and signed 162, the transactional system 10 generates confidentiality agreement forms and documents from templates stored in the central database 32 and transmits the forms and documents to the share purchaser 166. The transactional system 10 then receives a revised confidentiality agreement from the share purchaser and the share vendor determines whether to sign the agreement or negotiate 168. In response to user input indicating unsuccessful negotiation of the confidentially agreement 170, the transactional system 10 terminates the transaction 172. If negotiations are successful 170, the confidentiality agreement is signed by the share vendor and share purchaser 174. In response to user input indicating a signing of the confidentiality agreement, the transactional system 10 accepts a letter of intent from the purchaser 176 and stores the letter in the local database 30. The share vendor and share purchaser negotiate the letter of intent 178. In response to a user input indicating unsuccessful negotiations 178, the transactional system 10 terminates the transaction 180 and generates a request to destroy or return due diligence documents and transmits the request to purchaser 182. If negotiations of the letter of intent are successful 178, the transactional system 10 receives share purchase forms and documents from the purchaser 184 and stores the forms and documents in the local database 30. The transactional system 10 transmits the share purchase forms and documents to the vendor for review 186. The transactional system 10 accepts the vendor-revised share purchase forms 188 and stores them in the local database 30. The share vendor and share purchaser negotiate the terms of the share purchase forms and all related documents 190. If negotiations are unsuccessful 190, the transactional system 10 terminates the transaction 192 and generates a request to destroy or return due diligence documents and transmits the request to the Attorney Docket No. 6925 P 009 purchaser 194. If negotiations are successful 190, the transactional system 10 generates a disclosure letter from a template stored in the central database 32 and transmits the disclosure letter to the share purchaser 196. The purchaser revises the disclosure letter and transmits the letter to the transactional system 10. The transactional system 10 accepts the letter 198 and stores the letter in the local database 30. The share vendor and share purchaser negotiate the terms of the disclosure schedule 200. If negotiations are unsuccessful 200, the transactional system 10 terminates the transaction 202 and generates a request to destroy or return due diligence documents and transmits the request to the purchaser 204. If negotiations are successful 200, the transactional system 10 accepts a definite share acquisition from the purchaser 206 and the deal is ready for closing 208. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

D. SHARE ACQUISITION - PURCHASER

FIG. 6 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a share acquisition purchase transaction 210 and the user is acting for the share purchaser. The user inputs data selecting a share acquisition transaction from a purchaser perspective and the transactional system 10 gathers all the necessary information to commence the transaction 212. In response to user input, the transactional system 10 determines if a conflict of interest exists 214. If a conflict exists 214 and no waiver of conflict can be obtained 216 the transactional system 10 terminates the transaction 218. If no conflict exists 214 or a waiver of conflict has been obtained 216, the transactional system 10 generates an engagement latter from a template stored in the central database 32 and transmits the letter to the Attorney Docket No. 6925 P 009 purchaser 220. The purchaser must read, sign, and return the completed engagement letter. In response to user input indicating that the letter was not returned or was returned unsigned 222, the transactional system 10 terminates the transaction 224. In response to user input indicating that the engagement letter was returned and signed 222, the transactional system 10 receives a confidentiality agreement from the vendor and then decides whether to negotiate or sign the confidentiality agreement 226. In response to user input indicating unsuccessful negotiations of the confidentiality agreement 228 the transactional system 10 terminates the transaction 230. If the purchaser decides to sign the agreement 226 or negotiations are successful 228, the confidentiality agreement is signed by the share vendor and share purchaser 232. In response to user input indicating a signing of the confidentiality agreement, the transactional system 10 generates a letter of intent from a template stored in the central database 32 and transmits the letter to the share vendor 234. The transactional system 10 stores a copy of the transmitted letter in the local database 30. The share vendor and share purchaser negotiate the letter of intent 236. In response to user input indicating unsuccessful negotiations 236, the transactional system 10 terminates the transaction 238 and generates a request to destroy or return due diligence documents and transmits the request to the vendor 240. If negotiations of the letter of intent are successful 236, the transactional system 10 generates the share forms and documents from templates stored in the central database 32 and transmits the asset form and documents to the purchaser for review 242. The transactional system 10 stores a copy of the transmitted asset forms and documents in the local database 30. The transactional system 10 accepts the purchaser-revised share purchase forms 244 and stores them in the local database 30. The Attorney Docket No. 6925 P 009 transactional system 10 transmits the share purchase forms and documents to the vendor for review 246. The transactional system 10 accepts the vendor-revised share purchase forms 248 and stores them in the local database 30. The share vendor and share purchaser negotiate the terms of asset purchase forms and all related documents 250. If negotiations are unsuccessful 250, the transactional system 10 terminates the transaction 252 and generates a request to destroy or return due diligence documents and transmits the request to the vendor 254. If the negotiations of the share purchase terms are successful 250, the share vendor and share purchaser negotiate disclosure schedules 256. If disclosure schedule negotiations are unsuccessful 256, the transactional system 10 terminates the transaction 258 and generates a request to destroy or return due diligence documents and transmits the request to the purchaser 260. If disclosure schedule negotiations are successful 256, the transactional system 10 generates a disclosure schedule from templates stored in the central database 32 and transmits the disclosure schedule to the purchaser 262. The transactional system 10 stores a copy of the disclosure schedule in the local database 30. In response to user input, the deal is ready to be closed 264. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

E. CHANGE OF COMPANY NAME

FIG. 7 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a change of entity name transaction 266 and the user is acting for the entity. The user inputs data selecting a change of entity name transaction and the transactional system 10 gathers all the necessary information to commence the transaction 268. In response to user input, the transactional system 10 determines if a conflict of interest exists 270. If a conflict Attorney Docket No. 6925 P 009 exists 270 and no waiver of conflict can be obtained 272 the transactional system 10 terminates the transaction 274. If no conflict exists 270 or a waiver of conflict has been obtained 276, the transactional system 10 generates change of entity name forms and documents from templates stored in the central database 32 and transmits the forms and documents to the client 276. The transactional system 10 accepts client-completed change of entity name forms and documents 278 and stores forms and documents in the local database 30. In response to a user input, the transactional system 10 generates filing forms and documents 280 from templates stored in the central database 32. The transactional system 10 registers the entity name with the appropriate government agency 282 and forwards a Certificate of Registration to the client 284. The transactional system 10 amends the company register to reflect the new entity name 286 to complete the transaction. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

F. CHANGE OF ENTITY OFFICERS

FIG. 8 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a change of entity officers transaction 288 and the user is acting for the entity. The user inputs data selecting a change of entity officers transaction and the transactional system 10 gathers all the necessary information to commence the transaction 290. In response to user input, the transactional system 10 determines if a conflict of interest exists 292. If a conflict of interest exists 292 and no waiver of conflict can be obtained 294, the transaction is terminated 296. If no conflict exists 292 or a waiver of conflict has been obtained 294, the transactional system 10 identifies the outgoing officer 298 and identifies the incoming officer 300. The Attorney Docket No. 6925 P 009 transactional system 10 verifies the company procedure of appointing and removing entity officers 302. If the transaction track does not match the company procedure, the transactional system 10 alerts the user to the discrepancy by raising a flag. In response to user input, the transactional system 10 generates the necessary resignation forms and documents 304 from templates stored in the central database 32. Furthermore, in response to a user input, the transactional system 10 generates the necessary appointment forms and documents 306 from templates stored in the central database 32. The transactional system 10 files the change of entity officers with the appropriate government agency 308 and amends the company register to reflect the new company officer 310. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

G. REGISTRATION OF ENTITY

FIG. 9 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a registration of an entity 312 and the user is acting for the entity. The user inputs data selecting a registration of entity transaction and the transactional system 10 gathers all the necessary information to commence the transaction 314. In response to user input, the transactional system 10 determines if a conflict of interest exists 316. If a conflict exists 316 and no waiver of conflict can be obtained 318, the transactional system 10 terminates the transaction 320. If no conflict exists 316 or a waiver of conflict is obtained 318, the transactional system 10 generates the necessary forms and documents for a search of entity names 322 from templates stored in the central database 32. The transactional system 10 then determines if the desired entity name is available and requests the desired name 324. In response Attorney Docket No. 6925 P 009 to user input indicating selection of entity name, the transactional system 10 generates registration of entity name forms and documents from templates stored in the central database 32 and transmits the forms and documents to the client 326. The transactional system 10 accepts the client-completed forms and documents 328 and stores them in the local database 30. The transactional system 10 forwards the forms and documents to the appropriate government agency 330. The transactional system 10 then accepts notification of registration and, in response to user input, performs the necessary steps to complete the transaction 332. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

G. TRANSFER OF ENTITY NAME

FIG. 10 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a transfer of entity name transaction 334 and the user is acting for the entity. The user inputs data selecting a transfer of entity name transaction and the transactional system 10 gathers all the necessary information to commence the transaction 336. In response to user input, the transactional system 10 determines if a conflict of interest exists 338. If a conflict exists 338 and no waiver of conflict can be obtained 340, the transactional system 10 terminates the transaction 342. In no conflict exists 338, or a waiver of conflict has been obtained 340, the transactional system 10 generates the transfer of entity name forms and documents from templates stored in the central database 32 and transmits the forms to the client. The transactional system 10 accepts the client-completed forms and documents 346 and stores the completed forms and documents in the local database 30. The transactional system 10 files the required forms with the appropriate government agency and forwards a Certificate of Attorney Docket No. 6925 P 009 Registration to the client 346. After each of the aforementioned tasks, the server 11 updates the respective transaction track record.

H. TRANSFER OF SHARES

FIG. 11 is a flow diagram depicting a transaction track within the transactional system 10 wherein the transaction is a transfer of share transaction 348. A user inputs data selecting a transfer of shares transaction and the transactional system 10 gathers all the necessary information to commence the transaction 350. In response to user input, the transactional system 10 determines if a conflict of interest exists 352. If a conflict exists 352 and no waiver of conflict can be obtained 354 the transactional system 10 terminates the transaction 356. In no conflict exists 352 or a waiver of conflict has been obtained 354, the transactional system 10 generates transfer of shares forms and documents from templates stored in the central database 32 and transmits the forms and documents to the client 358. In response to user input indicating that the share is held in a trust, the transactional system 10 generates trust forms and documents from templates stored in the central database 32 and transmits the forms and documents to the client 360. The transactional system 10 accepts the client-completed transfer of share and trust forms and documents 362 and stores the forms and documents in the local database 30. The transactional system 10 amends the relevant records indicating the new share ownership 364. II. SYSTEM FUNCTIONALITY

The following is a high-level overview of the functional features that may be implemented in the transactional system 10. Attorney Docket No. 6925 P 009

A. TRANSACTION MANAGEMENT

The transactional system 10 includes various tools that permit the management of a legal transaction. For example, the transactional system 10 may provide a legal issue insertion tool so that at any point during a transaction, the user may relate relevant legal issues to a transaction and/or transaction step by either composing issues on-the-fly or drawing them from a pre-defined (yet modifiable) master table of issues. If added on-the-fly, the user will have the option of storing the addition(s) permanently in the master issue table. The transactional system 10 may provide a field searchable and modifiable table that stores various legal issues, and each issue's relevant jurisdiction(s), submitter name, priority, security of the particular item, relevant practice area, associated notes, "tickler" dates and times, and relationships to various transactions and/or transaction steps. The transactional system 10 may also provide a detailed view of the table if requested by the user.

The transactional system 10 may store and graphically represent any client's corporate structure and related information. The transactional system 10 may also allow users to add, modify, and delete corporate structure information and the transactional system 10 may subsequently update the corporate structure and related information.

The transactional system 10 may graphically represent various facets of transactions including, but not limited to, representations of steps, processes, timelines, legal issues related to transactions and/or transaction steps, corporate services activities, transaction and transaction step status, transaction and transaction dependencies, relevant jurisdictions, milestones, start and Attorney Docket No. 6925 P 009 end dates and times, "tickler" dates and times, ownership, overdue transactions and transaction steps, resources and related allocations, critical paths, transaction-related decisions, relationships among transactions, documents, steps, and processes, documents to be drafted and assembled, and transaction completion percentages for transactions and transaction steps. The transactional system 10 may allow the user to view a consolidated timeline over the course of the entire transaction or series of transactions.

The transactional system 10 may allow the user to view, enter/input, modify, and/or delete various facets of transactions minimally including representations of steps, processes, timelines, legal issues related to transactions and/or transaction steps, transaction and transaction step status, transaction and step dependencies, milestones, start and end dates and times, "tickler" dates and times, ownership, resources and related allocations, checklists, critical transaction paths, relevant jurisdictions, corporate services activities and issues, regulatory and statutory activities and issues, transaction-related decisions, relationships among transactions, documents, steps, and processes, documents to be drafted and assembled, and transaction completion percentages for transactions and transaction steps. The transactional system 10 may also store model transactions and their granular steps, and may allow users to add, modify, or delete a transaction's model steps, types of steps, and relationships among steps. The transactional system 10 may also notify system administrators in the case that a transaction is modified and the notification may proceed according to user-definable criterion.

The transactional system 10 may allow users to enter/input, modify, and/or delete field validation information for any field that requires validation including, but not limited to, legal Attorney Docket No. 6925 P 009 issue, transaction and step status, transaction type, step type, owner list, resource list, relevant jurisdictions, transaction-related decision types, document lists, process lists, and step lists. For example, users will be able to add "In Progress" to the Status enumeration, which might already include the validated values "Completed," "Not Started," "Delegated," and so forth. The transactional system 10 may also guide and validate users' actions when they are adding steps to or customizing transactions.

The transactional system 10 may allow users to assign, modify, and delete resource allocations and users may be able to assign one or more resources to a given transaction or step, or divide the allocation of a given transaction or step among multiple resources. The transactional system 10 may also allow designated users to adjust planned event dates to actualize throughout a project or transaction. The actualized transactions may be stored for future reference and analysis.

The transactional system 10 may be able to "learn" the time needed to complete transactions and transaction steps after a sufficient number of historical transactions have been propagated into the transactional system 10. The transactional system 10 may also display complex, custom reports that report timeline analysis.

The transactional system 10 may alert specifically-defined users or groups of users to events including upcoming steps, dates related to transactions, late decisions, transactions, transaction steps, and so forth. The transactional system 10 may provide the alert in graphical and interrupt-driven manners. The transactional system 10 may also graphically highlight steps that are behind schedule and, if desired, alert specifically-defined users or groups of users. The Attorney Docket No. 6925 P 009 transactional system 10 may also generate reports estimating the time required to complete a given transaction, part of a transaction, or individual transaction step, and may also provide a rollup of timelines by jurisdiction.

The transactional system 10 may capture statistical information about transactions and transaction steps and subsequently analyze it and provide customized reports based on the analysis. For example, the transactional system 10 will collect the amount of time to complete the steps in a given transaction, and over the course of multiple transactions report which steps are typically overdue and generate statistical reports, and so forth.

The transactional system 10 may be interface with the scheduling software, and accounting and billing systems. For example, the transactional system 10 may determine costs for given transactions in given countries, and so forth. The transactional system 10 may "learn" transaction and transaction step costs after multiple transactions have been conducted and recorded and may be ablestore and report on planned, up-front cost and time estimates. The transactional system 10 may be able to track and produce reports on actual and average costs.

The transactional system 10 may allow users to select "other" from all drop down menus and provide a "wizard" to put new information, steps, decisions, and so forth into the transaction tree structure and subsequently notify a "management" person or group of the new information, steps, decisions, and so forth. The "Update Wizard" will allow decisions on system updates to be controlled.

B. DOCUMENT PROCESSING

The transactional system 10 includes various tools that permit the processing of a legal Attorney Docket No. 6925 P 009 transaction. The transactional system 10 may generate all the data request forms encompassing the required data for a high-level transaction. For example, the transactional system 10 may be able to generate individual data requests for a, say, 50 country acquisition that may cover the information needed to complete hundreds of documents and low-level transactions (i.e., "Forming an Entity").

The transactional system 10 may automatically generate legal documents from a combination of required data, templates, and precedents. The transactional system's 10 document assembly features will minimally include the ability to (1) merge answers into variables, which are located within templates, sub-templates, and clauses, (2) type variables as text, integer, float, boolean, date, enumeration, currency (including international currencies), and array, (3) validate answers, (for example, the transactional system 10 will not allow a text value to be inserted in a date variable), (4) collect answers from the user, (5) create, store, and use sub-templates, which can in turn be stored within templates, (6) provide a hierarchically organized and searchable library of alternative clauses, (7) provide for traditional, complex logical operations and constructions, (8) provide support for traditional expressions, and (9) support array types by providing facilities for punctuating data from arrays, nested arrays, and array indexing.

The transactional system 10 may allow users to create, modify, delete, and store templates, sub-templates, variables, clauses that support all the document assembly features listed herein.

The transactional system 10 may update documents when the answers, templates, sub- templates, variables, clauses, or boilerplate text that make up a document are modified. The Attorney Docket No. 6925 P 009 transactional system 10 may be set up to access data and documents legacy systems. The transactional system 10 may be integrated a document management system allowing (1) templates, sub-templates, documents, and clauses to be added to and input from the document management system and (2) metadata to be retrieved, modified, added, and deleted from the document management system.

The transactional system 10 may dynamically update all templates, sub-templates, variables, and clauses directly from the user interface. The transactional system 10 may allow the user to save documents to a specified document management system. The transactional system 10 may allow the user to search for and retrieve precedent documents including metadata, full text, portions of text, and so forth.

The transactional system 10 supports chunking content at an arbitrary level of granularity. For example, the transactional system 10 may be able to manipulate templates, sub- templates, documents, clauses, individual variables, individual metadata fields, and so forth.

The transactional system 10 may allow templates, variables, answers, sub-templates, documents, answers, and clauses to be stored in the XML format. The transactional system 10 may support the definition or modification of or any XML vocabulary.

The transactional system 10 may tightly integrate with existing word processing software. The transactional system 10 may allow the user to print everything related to a transaction directly from the interface minimally including every facet of a transaction listed herein. The transactional system 10 may also allow the user to print one or more documents directly from the user interface. The transactional system 10 will also support the simultaneous printing of Attorney Docket No. 6925 P 009 "batches" of documents. For example, the user would have the option of printing every corporate organizational document with a single action.

C. COMMUNICATIONS AND ACCESSIBILITY

The transactional system 10 may be tightly integrated with an e-mail system and may be capable of (1) generating and sending e-mail messages to any address or set of addresses both automatically and then prompted by the user and (2) retracting messages by or through the transactional system 10. The transactional system 10 may provide information about overdue steps using e-mail messages.

The transactional system 10 may be able to provide the user with a link from the user interface to any URL. The transactional system 10 may allow the user to add, modify, and delete URLs. The transactional system 10 may also send requests to update transactional system 10 content and information to any URL, receive a response, and subsequently minimally update the transactional system's 10 content or information.

The transactional system 10 may be accessible from multiple locations where the transactional system 10 has been deployed, including multiple firm offices and client office. The transactional system 10 may support streaming audio and video.

D. SECURITY

The transactional system 10 may provide secure, authentic, and validated logins. The transactional system 10 may also provide public-key, US government strength encryption for all system information that is transmitted over networks and internetworks. The transactional system 10 may also provide for safe and secure key generation, replacement, storage, and Attorney Docket No. 6925 P 009 management.

The transactional system 10 may provide for an arbitrary number of user-definable access levels and respective rights. The transactional system 10 may provide a user interface to manage and modify system rights. For example, an "Author" might have read, write, update, and create rights.

The transactional system 10 may send bills and billing-related information to clients over the Internet. The transactional system 10 may also be able to receive billing inquiries over the Internet from clients. Note that this feature is not intended to provide for a complete e- commerce system, and therefore will not support credit card payments, wire transfers, electronic funds transfers, or other forms of direct electronic payment. E. DATA MANAGEMENT

The transactional system 10 includes various tools that permit the management of data corresponding to a legal transaction as will be described below.

The transactional system 10 may be able to add, modify, delete, and store transaction- related information including variable-related answers provided during document assembly and transaction-related information listed herein.

The transactional system 10 may be able to categorize and classify documents, templates, clauses, sub-templates, XML vocabularies and create, modify, delete, and represent relationships among them.

The transactional system 10 may store and index system content and information in an existing standard database platform or an alternate database. The transactional system 10 may Attorney Docket No. 6925 P 009 search the database(s) and retrieve content and information minimally including information related to a client's corporate structure.

The transactional system 10 provides utilities and production systems to convert data and content from legacy systems into data and content that the transactional system 10 is able to use. When the user modifies content and data that is included within the transactional system 10, but maintained without the transactional system 10, the utilities and production systems will update content using both "batch" and "event-driven" processes. These utilities are applicable to documents (template and precedent), not to the conversion or maintaining of transaction process steps.

The transactional system 10 may include a calendaring capability that tracks the dates, rules and information related to required corporate actions, informing users and clients of upcoming required actions and their details. F. INFRASTRUCTURE

The transactional system 10 may perform on an existingserver hardware and network operating systems. Performance criterion may include (1) query response time, (2) database operation response time, (3) lag of I/O operations, (4) operation failure rate, (5) network response times, (6) mean time between failures, and (7) percentage of system uptime.

The transactional system 10 may perform "efficiently" over the local area networks, wide area networks, private networks, and over the Internet. "Efficiently" is defined as a characteristic of systems, which (1) do not employ components that are "chatty," (2) employ redundant systems and sub-systems, (3) are fault-tolerant, (4) do not generate or propagate fatal Attorney Docket No. 6925 P 009 errors, (5) do not require unnecessarily frequent or uneconomical database operations, and (6) do not employ unnecessarily large components.

The transactional system 10 may be accessible to users from home and from remote locations.

G. OTHER

The transactional system 10 may allow users to manually override automatically- generated documents, information, model transactions, and model transaction steps. For example, the transactional system 10 may allow users to add and modify new transaction steps or new documents.

The fransactional system 10 may interact with 3^r party systems, such as CT Advantage, that are commonly used in Cross-Border and Domestic Mergers & Acquisitions and in Corporate Services transactions.

The transactional system 10 may include electronic help files, electronic workbooks and reference manuals that are printable in a professional-looking format, and electronic system tutorials. The documentation will be written such that a computer user of average proficiency will be able to read the documentation and subsequently use all the features of the transactional system 10 without trouble. The documentation will be modified in a timely manner as the system's functionality or user interface is altered.

The transactional system 10 may, to a reasonable extent, be self-documenting. That is, the transactional system 10 may include features to help users work with the transactional system 10 such as tool tips, "walk-through" wizards, context-sensitive help and links to help files, and Attorney Docket No. 6925 P 009 intuitive user interface designs.

The transactional system 10 may warn users when manual changes are occurring. III. LIFE CYCLE OF A LEGAL TRANSACTION

One example of a life cycle of a legal transaction contemplated by the present invention is shown in FIG. 12 through FIG. 27. The details provided help in both describing the process and in showing how it meets the objectives set forth by the present invention. In addition, the ordering of operations is meant for illustrative purposes, and is not meant to preclude different permutations of such, except as logically prohibited by the dependence of operations.

FIG. 12 is screen shot of one embodiment of a login screen. When a user wants to utilize the transactional system 10 to facilitate a legal transaction, the user opens a web browser 400 and enters a predetermined website in the address bar 402. Once the website is opened, the user enters a login name in the login field 404 and a password in the password field 406 to access the legal transactions associated with the user. Once the transactional system 10 verifies the login name and password, the user is granted access to legal transactions corresponding to the user.

Once the user is granted access to the transactional system 10, an opening page 408 is displayed as shown in FIG. 13. From here, the user may select an available legal transaction 410 or set-up a new legal transaction 412. In order to create a new legal transaction, the user must have set-up rights. After set-up has been selected, a new legal transaction 412 can be created as shown in FIG. 14. The appropriate information corresponding to the new legal transaction 412 is entered at this page 414. For example, the client name 416 and client matter number 418 may be Attorney Docket No. 6925 P 009 added in the appropriate fields. Once the appropriate information is added, the create a blank deal 420 may be selected.

At this point, a project management portion and a collaboration portion of the legal transaction may be structured. The two portions can be utilized independently or together, depending on the needs of the legal transaction. In the project management portion, the options available to select are the type of legal transaction, the transaction types, and the jurisdictions. By structuring this portion of the deal, the transactional system 10 will may create tasks 422, documents, and issues associated with a particular transaction as shown in FIG. 15. This portion is not required if the user is planning on performing a collaboration only legal transaction.

Collaboration represents where documents will go when they are going to be discussed. This is structured in a more substantive way than the project management portion of the legal transaction. The collaboration portion is created free form, thus the user can decide what the structure will be. A collaboration portion of the legal transaction is shown in FIG. 16.

At this point, the legal transaction has been created and can be utilized. Note that the tabs 424, 426, 428, 430, 432, 434, 436 may not be available to all users. Rather, the particular tabs that are available depends on what permissions the user has been given. Moreover, a user can select your deals 438, deal outline 440, or main menu 442 tabs.

A screen shot of the your deals tab 438 is shown in FIG. 17. The screen may include personal space, if available. A screen shot of the deal outline tab 440 is shown FIG. 18. This screen shows the structure of the currently selected legal fransaction and includes both the project management hierarchy and the collaboration hierarchy in a single tree. Selecting a point Attorney Docket No. 6925 P 009 on the branch 444 will restrict the data 446 to information relevant at that point. A screen shot of the main menu tab 442 is shown in FIG. 19. This is where features such as document search 448, corporate data 450, and permissions 452 can be accessed.

FIG. 20 is a screen shot of the screen displayed when the task tab 426 is selected. The tasks page represents the individual tasks required to complete the legal transaction predicated on the project management structure created. FIG. 21 is a screen shot of a Gantt chart generated from the data during setup. From this location, a user can view issues, documents, and other locations in the transactional system 10.

FIG. 22 is a screen shot of the screen displayed when the deal data tab 428 is selected. The fields displayed are legal transaction-related and will populate templates to create documents. FIG. 23 is a screen shot of the screen displayed when the documents tab 430 is selected. At this screen, the user can access precedent documents and templates. The screen includes access to a library of previously created templates, forms, and precedent documents. Users are able to search for documents in the transactional system 10 and check out documents to edit.

Once a document is ready for collaboration it will be moved to the collaboration space. FIG. 24 is a screen shot of the screen displayed when the collaboration tab 432 is selected. This page permits the user to collaborate with a third-party with regards to documents that are resident or have been uploaded on the transactional system 10. FIG. 25 is a screen shot of the screen displayed when the calendar tab 434 is selected. This screen displays a calendar of upcoming events and is driven by the task list that is created in the Gantt chart. FIG. 26 is a screen shot of Attorney Docket No. 6925 P 009 a document search that a user can utilize to search for documents, precedents, and templates. Upon completion of the required steps to complete a legal transaction, the legal transaction is archived and permissions are restricted to the appropriate people.

It should be emphasized that the above-described embodiments of the present invention, particularly, any "preferred" embodiments, are merely possible examples of implementations, merely setting forth for a clear understanding of the principles of the invention. Many variations and modifications may be made to the above-described embodiment(s) of the invention without substantially departing from the spirit and principles of the invention. All such modifications are intended to be included herein within the scope of this disclosure and the present invention and protected by the following claims.

Claims

Attorney Docket No. 6925 P 009 CLAIMS

What is claimed is:

1. A system for facilitating a legal transaction, the system comprising: a first processor for executing a computer program, the computer program having a plurality of transaction tracks stored therein, wherein each transaction track identifies at least one transaction stage required to complete the legal transaction.

2. The system of claim 1 wherein the legal transaction is at least one of: a merger, an acquisition, a stock purchase, a share purchase, a stock sale, a share sale, an asset purchase, a business purchase, an asset sale, a business sale, a stock transfer, a share transfer, an establishment of an entity, a dissolution of an entity, an asset transfer, a business transfer, a change of entity officers, preparing a patent application, preparing a confract, an establishment of a will, an establishment of a trust, and preparing and negotiating a license agreement.

3. The system of claim 1 wherein the transaction track further comprises at least one of: a critical path module for identifying the steps to complete the legal transaction, a logic flow module for identifying dependencies between the transaction stages of the legal transaction, at least one document relating to at least one transaction stage of the legal transaction, a first time period module for identifying a first time frame to complete at least one transaction stage, a second time period module for identifying a second time frame to complete the legal transaction, a first track record module for identifying at least one transaction stage that has been completed, a second track record module for identifying a next transaction stage to be performed, a third track record module for identifying at least one transaction stage after the next transaction that Attorney Docket No. 6925 P 009 must be performed for the legal transaction to be complete, and a billing module for identifying a cost associated with completing at least one transaction stage.

4. The system of claim 1 further comprising a second processor having an identification that identifies the second processor and a specific transaction track associated with the second processor, the second processor communicatively coupled to the first processor, wherein the first processor receives the identification and identifies a next transaction stage to be performed.

5. The system of claim 1 further comprising a first memory communicatively coupled to the first processor, the first memory having at least one of: a template document corresponding to at least one transaction stage and an issue list identifying at least one issue associated with at least one transaction stage.

6. The system of claim 1 further comprising a second memory communicatively coupled to the first processor, the second memory having at least one of: a first document associated with an open legal transaction and a second document associated with a closed legal transaction.

7. The system of claim 6 wherein the second memory comprises data corresponding to at least one of: an issue related to an open transaction stage, a closed transaction stage, a future transaction stage, an access control, and a communication corresponding to a legal transaction.

8. The system of claim 1 further comprising a search module for at least one of: identifying a portion of the transaction stage predicated upon an identifier and displaying a section of a document corresponding to the portion of the transaction stage. Attorney Docket No. 6925 P 009

9. The system of claim 1 wherein the first processor comprises a flag module for alerting at least one of a due date, dependencies, and any documents required to complete the transaction stage.

10. The system of claim 1 wherein the first processor manages the legal transaction.

11. The system of claim 1 wherein the first processor processes the legal transaction.

12. The system of claim 1 wherein the first processor manages data corresponding to the legal transaction.

13. A method of facilitating a legal transaction utilizing a first processor, the method comprising the steps of: receiving a request to perform at least one of creating a new legal transaction track or opening an existing legal transaction track, wherein the existing legal transaction track identifies at least one transaction stage required to complete the legal transaction; and, selecting a transaction stage.

14. The method of claim 13 further comprising the steps of: specifying a legal transaction; creating a transaction track corresponding to the specified legal transaction; identifying at least one transaction stage to be performed to complete the specified legal transaction; associating at least one template document with the specified legal transaction; and, receiving a request to perform at least one of: identifying at least one jurisdiction that will be involved in completing the specified legal transaction, associating at least one transaction Attorney Docket No. 6925 P 009 stage with the at least one jurisdiction, identifying a second processor having an identification corresponding to the specified legal transaction, and corresponding the second processor having an identification to the transaction stage.

15. The method of claim 13 wherein the legal transaction is at least one of: a merger, an acquisition, a stock purchase, a share purchase, a stock sale, a share sale, an asset purchase, a business purchase, an asset sale, a business sale, a stock transfer, a share transfer, an establishment of an entity, a dissolution of an entity, an asset transfer, a business transfer, a change of entity officers, preparing a patent application, preparing a contract, an establishment of a will, an establishment of a trust, and preparing a license agreement.

16. The method of claim 13 wherein the transaction track identifies a next transaction stage by determining at least one transaction stage that has been completed.

17. The method of claim 13 further comprising a step of managing the legal transaction.

18. The method of claim 13 further comprising a step of processing the legal transaction. The method of claim 13 further comprising a step of managing data corresponding to the legal transaction.

20. A computer program product for performing the method of claim 13.