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More info can go here AN INSIDER’S GUIDE TO NEW CORPORATE DRAFTING TOOLS June 20, 2013.

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Presentation on theme: "More info can go here AN INSIDER’S GUIDE TO NEW CORPORATE DRAFTING TOOLS June 20, 2013."— Presentation transcript:

1 More info can go here AN INSIDER’S GUIDE TO NEW CORPORATE DRAFTING TOOLS June 20, 2013

2 SPEAKERS John Gillies Director of Practice Support Cassels Brock Meredith Williams Chief Knowledge Officer Baker Donelson Mary Abraham Principal, Above and Beyond KM

3 AGENDA Why focus on corporate drafting? Range of corporate drafting Overview of available tools Exemplify KMStandards (kiiac) Making the business case Q&A

4 WHAT BUSINESS PROBLEMS? Expediting Service Expanding Knowledge Improving Quality Minimizing Risk

5 Corporate Drafting Memo s 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 Agreement Conveyancing Document Certificate

6 Type of document Agreement/Contract Memo Opinion Type of agreement Organizational Transactional Partnership Agreement Shareholders' Agreement Employment Agreement Non-Disclosure Agreement Purchase Agreement Category of agreement Senior executive Manager Office worker Variables General terms Deal-specific terms Necessary terms Unnecessary terms

7 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

8 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 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

9 EXEMPLIFY: PASTE IN LANGUAGE Start the analysis by clicking the “Analyze” button

10 EXEMPLIFY: RESULTS Exemplify shows the market result in a blackline format

11 EXEMPLIFY: ADDITIONAL FILTERS The original language can be further filtered as needed

12 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

13 Outline Analysis of standard and optional terms Outline Analysis of standard and optional terms Model Form Clause Library

14 Benchmark Report Matched (black text) Missing (blue text) Divergent (red text) Benchmark Report Matched (black text) Missing (blue text) Divergent (red text)

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16 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

17 BUSINESS CASE What is the Business Problem? Comparison & Scenario Planning Making the Business Case

18 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).

19 COMPARISON & SCENARIO PLANNING RequirementsTool 1Tool 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)

20 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 setupIT EngineeringNo Resources No Attorney TrainingLow Attorney TrainingNo Attorney Training Provides Industry Comparison Data No Data No Word Integration (no add- ins needed) Word Integration Add-In (IT involvement for install) No Add-In

21 MAKING THE BUSINESS CASE TaskTodayWith 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

22 SAMPLE COMPARISON Business ProblemExemplifyKMStandards Collecting PrecedentsExemplify provides an EDGAR collection; Exemplify does not use private collections. Customer must create either private collection or EDGAR collection. Analyzing PrecedentsCan 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 TrainingRequires virtually no training. Requires some training. IT Staff SupportNone. It’s vendor hosted.

23 SAMPLE COMPARISON Business ProblemExemplifyKMStandards KM Staff SupportRequires minimal support. Vendor provides user support. Some KM support required, depending on which functions you use. Benchmarking function does not require support. Best Use CaseAnalysis 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.

24 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

25 More info can go here Q&A

26 CONTACT US John Gillies Director of Practice Support Cassels Brock Meredith Williams Chief Knowledge Officer Baker Donelson Mary Abraham Principal, Above and Beyond KM


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