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AN INSIDER’S GUIDE TO NEW CORPORATE DRAFTING TOOLSJune 20, 2013
SPEAKERS
John Gillies
Director of Practice SupportCassels [email protected]
Meredith Williams
Chief Knowledge OfficerBaker [email protected]
Mary Abraham
Principal, Above and Beyond [email protected]
AGENDA• Why focus on corporate drafting?
• Range of corporate drafting
• Overview of available tools
• Exemplify
• KMStandards (kiiac)
• Making the business case
• Q&A
WHAT BUSINESS PROBLEMS?• Expediting Service
• Expanding Knowledge
• Improving Quality
• Minimizing Risk
Corporate Drafting
Memos
Opinions
Agreements
Disclosure Documents
Counseling Memo
Research Memo
Comment Memo
Status Update
Organizational Documents
Legal Opinion
Bankers Opinion
Tax Form
SEC Form
Bylaws
Articles of Incorporation
Regulatory Document
Purchase/Sales Agreement
Shareholders' Agreement
Release
Option
Indemnity Agreement
Employment AgreementConveyancing
Document
Certificate
Type of document
Agreement/Contract
Memo
Opinion
Type of agreement
Organizational
Transactional
Partnership Agreement
Shareholders' Agreement
Employment Agreement
Non-Disclosure Agreement
Purchase AgreementCategory of agreement
Senior executive
Manager
Office worker
VariablesGeneral terms
Deal-specific terms
Necessary terms
Unnecessary terms
Optimal logical structure
Most conforming language for each clause
Is each clause complete?
Does each clause work?
Editing
Taxonomical analysis
Consistent with similar documents of its type/category
Substantive editing
Copy editing
FUNCTION & TOOLSRESEARCH & PRECEDENT
SELECTION
WestKM, Lexis Search Advantage, PLC, Lexis Practice Advisor, BakerNet exemplar
documents, Exemplify, KMStandards & Contract Express Document Assembly
West Transactional Drafting Assistant
DRAFTING & CUSTOMIZING
Contract Express Document Assembly
Exemplify, KMStandards
West Transactional Drafting Assistant
West Brief Tools, Shepard’s BriefCheck
REVIEW (INITIAL & FINAL)Exemplify, KMStandards
West Transactional Drafting Assistant
West Brief Tools
Shepard’s BriefCheck
EXEMPLIFY: PASTE IN LANGUAGE
Start the analysis by clicking the
“Analyze” button
EXEMPLIFY: RESULTS
Exemplify shows the market result in a blackline format
EXEMPLIFY: ADDITIONAL FILTERS
The original language can be further filtered as needed
EXEMPLIFY: STRENGTHS/ WEAKNESSES
STRENGTHS
No application hosting/ Web-based
No IT involvement
No Attorney Training
Great Comparative Data
Efficiency
Risk Mitigation
WEAKNESSES
Cost
Best when used to analyze one provision at a time
No integration with Word
New Company
OutlineAnalysis of standard and optional terms
Model Form
Clause Library
Benchmark ReportMatched (black text)Missing (blue text)Divergent (red text)
KMSTANDARDS: STRENGTHS/ WEAKNESSES
STRENGTHS
No application hosting/ Web-based (No IT involvement)
Detailed comparative data
Analysis on macro/micro level
Benchmarking function
Create checklists from business variables
Efficiency: output is scalable
Risk Mitigation
Major upgrade since launch
WEAKNESSES
Complicated UI
Significant lawyer training required
No integration with Word
Each template is a standalone document: no clause bank for similar clauses in other documents
Benchmarking function could be improved
BUSINESS CASE• What is the Business Problem?
• Comparison & Scenario Planning
• Making the Business Case
DEFINING THE BUSINESS PROBLEM•Technical Problem:
– We need a tool to aid in the review of transactional documents.
•Business Problem:– Transactional team is not efficient when drafting repetitive
documents. – Issues in the drafting step by associates (i.e. industry
nuances not easily discovered).– Issues in review steps by shareholders. (i.e. too much time
spent in both initial and final review due to drafting).
COMPARISON & SCENARIO PLANNING
Requirements Tool 1 Tool 2
Reduce Drafting Time
Reduce Partner Review Time
Provide Negotiation Leverage
Notify of Industry Nuances
Regularly Updated Content
Low Attorney Training
Low Staff Involvement
Minimum Cost (Software/ Maintenance)
COMPARISON & SCENARIO PLANNING
Scenario A (Best Case) – Tool 1
Scenario B – Tool 2
Scenario C (Worst Case) – No New Tool
$XXXXXX Software (no hardware/ web based)
$XXXXXX Software w/ Maintenance& $XXXX Hardware
No New Cost
No IT Involvement for setup IT Engineering No Resources
No Attorney Training Low Attorney Training No Attorney Training
Provides Industry Comparison Data
Provides Industry Comparison Data
No Data
No Word Integration (no add-ins needed)
Word Integration Add-In (IT involvement for install)
No Add-In
MAKING THE BUSINESS CASETask Today With Exemplify
Attorney needs to draft repetitive document
Attorney needs to research terms & language
Attorney needs to benchmark/ compare provisions against market standard
Attorney needs to verify industry nuances & customizations
SAMPLE COMPARISONBusiness Problem Exemplify KMStandards
Collecting Precedents Exemplify provides an EDGAR collection; Exemplify does not use private collections.
Customer must create either private collection or EDGAR collection.
Analyzing Precedents Can do one-to-many comparison. Exemplify’s strength is in analyzing individual provisions.
Can do one-to-many comparison. KMStandards starts by analyzing the entire document and then drills down.
Lawyer Training Requires virtually no training.
Requires some training.
IT Staff Support None. It’s vendor hosted.
None. It’s vendor hosted.
SAMPLE COMPARISONBusiness Problem Exemplify KMStandards
KM Staff Support Requires minimal support. Vendor provides user support.
Some KM support required, depending on which functions you use. Benchmarking function does not require support.
Best Use Case Analysis of (or benchmarking against) documents filed in EDGAR.
Benchmarking against existing internal precedents collection; internal model drafting/updating; creating a document checklist or drafting checklist.
RESOURCES• Ken Adams, Adams on Contract Drafting
• Ken Adams, A Manual of Style for Contract Drafting
• Andrew Baker, ILTA White Paper
• Matthew Butterick, Typography for Lawyers
• Cassels Brock Corporate Counsel Bulletin Board – Drafting Tips
• Cassels Brock Corporate Counsel Bulletin Board – Style Guide
• Charles Fox, Working with Contracts: What Law School Doesn’t Teach You
• Bryan Garner, Garner’s Modern American Usage
• Matthew White, Enterprise Search
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Q&A
CONTACT US
John Gillies
Director of Practice SupportCassels [email protected]
Meredith Williams
Chief Knowledge OfficerBaker [email protected]
Mary Abraham
Principal, Above and Beyond [email protected]
