An insider’s guide to new corporate drafting tools

More info can go here

AN INSIDER’S GUIDE TO NEW CORPORATE DRAFTING TOOLSJune 20, 2013

SPEAKERSJohn Gillies

Director of Practice SupportCassels Brockjgillies@casselsbrock.com

Meredith WilliamsChief Knowledge OfficerBaker Donelsonmlwilliams@bakerdonelson.com

Mary AbrahamPrincipal, Above and Beyond KMKMAdvice@gmail.com

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 AgreementNon-Disclosure Agreement

Purchase AgreementCategory of agreement

Senior executiveManager

Office worker

VariablesGeneral terms

Deal-specific terms

Necessary termsUnnecessary 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 AssemblyExemplify, KMStandards

West Transactional Drafting AssistantWest Brief Tools, Shepard’s BriefCheck

REVIEW (INITIAL & FINAL)Exemplify, KMStandards

West Transactional Drafting AssistantWest 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 & languageAttorney needs to benchmark/ compare provisions against market standard

Attorney needs to verify industry nuances & customizations

SAMPLE COMPARISONBusiness Problem Exemplify KMStandardsCollecting 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 KMStandardsKM 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

More info can go here

Q&A

CONTACT USJohn Gillies

Director of Practice SupportCassels Brockjgillies@casselsbrock.com

Meredith WilliamsChief Knowledge OfficerBaker Donelsonmlwilliams@bakerdonelson.com

Mary AbrahamPrincipal, Above and Beyond KMKMAdvice@gmail.com