Transactional Document Drafting Receives a Tech Upgrade BRENDAN MILLER, TROY ZANDER, & JORDAN CARR BARNES & THORNBURG and jurisdiction, for example. Then the documents need
Brendan Miller, legal operations advisor for practice innovation, and Troy Zander and Jordan Carr, partners with Barnes & Thornburg, discuss the typical process of drafting transactional documents and how new software tools can provide more predictability, greater efficiency, and other benefits – for clients and lawyers alike. CCBJ: What are some of the greatest challenges organizations face when drafting transactional legal documents? Troy Zander: First and foremost, the biggest challenge when drafting transactional documents is usually incorporating all of the relevant provisions and specific language that are applicable to each particular client. Every client has their own provisions, some of which are unique to them and some that are generic but tailored to them. It might have to do with choice of law and venue
to be tailored to the specific needs of the deal, the clients and, of course, the counterparties. While the client may have a preferred set of starting points for the documents, each deal itself is unique. There are also provisions that are unique to the particular counterparty. We are able to manage this by maintaining version control of the documents. So, for example, when we send out our initial drafts and documents, and then we get comments back, we can make sure that those comments are incorporated and reflected in the next version of the documents. The key is to do all of this efficiently – to incorporate all of the relevant provisions, tailor the documents to the deal and the client, and maintain version control in a consistent and timely way. Jordan Carr: Traditionally, law firms approached most transactional document drafting either with the client’s forms or those from prior deals that were similar in nature – or at least similar in scope. Typically it’s a lot of time-consuming manual drafting work: finding the right set of documents, finding all the things to change in that set of documents, knowing what the most up-to-date language is for those types of provisions, remembering what might need to change from that last deal to this one. That’s been the traditional model for a very long time. But we’re trying to get away from that model. Brendan Miller: Much of what Jordan just described is what in today’s vernacular would be called “knowledge management.” What do we know about this practice area, this client, this service industry? What has been our historical repository of information about the best clauses, the most appropriate language to use for a particular deal? In the past, the technology CORPORATE COUNSEL BUSINESS JOURNAL
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