AN INSIDER’S
GUIDE TO NEW
CORPORATE
DRAFTING TOOLS
June 20, 2013
More info can go here
SPEAKERS
John Gillies
Director of Practice Support
Cassels Brock
jgillies@casselsbrock.com
Meredith Williams
Chief Knowledge Officer
Baker Donelson
mlwilliams@bakerdonelson.com
Mary Abraham
Principal, Above and Beyond KM
KMAdvice@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
Conveyancing
Document
Comment
Memo
Counseling
Memo
Indemnity
Agreement
Agreements
Option
Purchase/Sales
Agreement
Shareholders'
Release
Agreement
Memo
s
Research
Memo
Corporate
Drafting
Status
Update
Employment
Agreement
Organizational
Documents
Articles of
Incorporation
Certificate
Bylaws
Opinions
Legal
Opinion
Disclosure
Documents
SEC Form
Bankers
Opinion
Tax Form
Regulatory
Document
Agreement/Contract
Type of
document
Type of
agreement
Category
of
agreement
Memo
Opinion
Partnership Agreement
Organizational
Shareholders' Agreement
Transactional
Employment Agreement
Non-Disclosure Agreement
Senior executive
Purchase Agreement
Manager
Office
worker
General terms
Variables
Deal-specific
terms
Necessary terms
Unnecessary terms
Optimal logical
structure
Most conforming
language for each
clause
Taxonomical analysis
Consistent with similar
documents of its
type/category
Is each clause
complete?
Does each clause
work?
Substantive editing
Editing
Copy editing
FUNCTION & TOOLS
RESEARCH & PRECEDENT
SELECTION
WestKM, Lexis Search Advantage, PLC,
Lexis Practice Advisor, BakerNet exemplar
documents, Exemplify, KMStandards &
Contract Express Document Assembly
West Transactional Drafting Assistant
REVIEW (INITIAL & FINAL)
Exemplify, KMStandards
West Transactional Drafting Assistant
West Brief Tools
Shepard’s BriefCheck
DRAFTING & CUSTOMIZING
Contract Express Document Assembly
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
WEAKNESSES
No application hosting/
Web-based
Cost
No IT involvement
No Attorney Training
Great Comparative Data
Efficiency
Risk Mitigation
Best when used to
analyze one provision at
a time
No integration with
Word
New Company
Model Form
Outline
Analysis of
standard and
optional terms
Clause Library
Benchmark
Report
Matched (black
text)
Missing (blue
text)
KMSTANDARDS:
STRENGTHS/ WEAKNESSES
STRENGTHS
WEAKNESSES
No application hosting/ Webbased (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
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
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)
Tool 1
Tool 2
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- Word Integration Add-In (IT
ins needed)
involvement for install)
No Add-In
MAKING THE BUSINESS CASE
Task
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
Today
With Exemplify
SAMPLE COMPARISON
Business 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 COMPARISON
Business 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
Q&A
More info can go here
CONTACT US
John Gillies
Director of Practice Support
Cassels Brock
jgillies@casselsbrock.com
Meredith Williams
Chief Knowledge Officer
Baker Donelson
mlwilliams@bakerdonelson.com
Mary Abraham
Principal, Above and Beyond KM
KMAdvice@gmail.com