The seed of the uprising that is Transactency was sown in the Summer of 2008. Paul Kelly approached our founder, Mike Denker, and inquired whether Mike could be the attorney on a smallish, seven-figure acquisition of a company from a good family friend—literally, Paul’s “Uncle Joe”.
Uncle Joe and Paul wanted to keep things simple. They didn’t want a long, drawn-out legal process. They didn’t want to argue. They didn’t want to spend a lot of money.
But Mike was faced with a conundrum: ethically, he couldn’t represent both Paul and Uncle Joe. This stuck a wrench in their plans.
After talking it through, the three of them came up with an idea: Mike would represent Paul—that is, he would serve as legal counsel for the acquiring company. Paul, however, would instruct Mike that, as part of his representation, he would be expressly directed to tell Uncle Joe everything. And so, with this understanding, they began.
Based upon discussions with Paul, Mike drafted up an asset purchase agreement and ancillary documentation to facilitate the acquisition. Once it was in an acceptable format, he sat down at a table with Paul and Uncle Joe. He explained several things, such as why the transaction was being structured as an asset deal, what the various parts of the deal were, and what would happen once the agreement was signed.
Then Mike took them through the contract.
They started with the first paragraph. Mike explained what it was for. He explained what it meant in layman’s terms. He told them of the alternatives he could have used. He explained how, if he had wanted to, he could have screwed Uncle Joe… how he could have screwed Paul… and how the provisions used didn’t.
Paul and Uncle Joe nodded. And they moved to the next paragraph.
They went through each section of the contract in this fashion. Three or four times, Uncle Joe picked up the phone and called his family attorney to reinforce what he was being told. Each time, Uncle Joe was advised that Mike was being completely transparent.
The agreement was signed. The deal was done. And the parties were happy—it had moved quickly, it hadn’t cost them a lot of money, and they understood everything that had gone on.
And then the “Uncle Joe deal” sat dormant in Mike’s head for seven years, until…
…the Summer of 2015. In the time that had passed, Mike had continued to successfully run a law firm, but during the intervening years had come to find that his passion for lawyering had waned. He had now been lawyering for over two decades and seen a great deal during that time. And a lot of what he had seen, unfortunately, had left him with a bad taste in his mouth.
What if, he asked himself, he could create a platform that bottled the success of that deal? What if he could create a place where people could come to do deals transparently? Efficiently? Collaboratively? Inexpensively? With a spirit towards getting the deal done, versus fighting? In short, what if he could create a business-contracting sanctuary?
And so, sleeves were rolled up. Engineers starting coding. Lawyers started drafting. And, just over three years later, we’re incredibly excited to show you the product of this long, winding tale.
Welcome to the uprising. Welcome to Transactency.