Legadex Magazine 2019

magazine // Legal Operations

Disruptive factor:

How Euronext is expanding into fintech, regtech and legal tech INSPIRATION AND INFORMATION | 2019 4/ INTERVIEW WITH EURONEXT How Euronext is expanding into fintech, regtech and legal tech 12/ HIGHQ We can help in-house legal teams 18/ POST TRANSACTION Data analysis speeds up post-transaction value creation 23/ INSIDERLOG The idea that turned out a big winner 30/ AXVECO About smart contracts & blockchain 42/ WOLTERS KLUWER Our partnership is strong LEGADEX Magazine | 2019

CONTENT

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48 ARTICLES

COLOPHON

04 COVER STORY How Euronext is expanding into fintech, regtech and legal tech

Legadex Magazine is published by Legadex B.V. Legadex is your next generation legal service provider with head office in Amsterdam and branch

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offices in Rotterdam and Brussels.

Cover Euronext

Mike Klein, Alastair Bruce, Annemarieke Noordhoff Translation Livewords Design and production Link Design Printed by WC Den Ouden Photography cover Geert Snoeijer Contact Legadex B.V. Teleportboulevard 110, 1043 EJ Amsterdam, t. +31 (0)20 820 83 96 info@legadex.com

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For further information on Legadex and our privacy statement, please see www.legadex.com In case you no longer wish to receice our free magazine or other information, please let us know at info@legadex.com

LEGAL OPERATIONS “We can help in-house legal teams demonstrate how valuable they are, and that’s a great story”

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Editors Legadex, JCM Context Authors Luc van Daele, Tim Janssen,

CHOICE OF Morad Kada: Using Virtual Data Rooms for M&A

TREND Data analysis speeds up post-transaction value creation

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INNOVATION InsiderLog: the simple idea that turned out a big winner

26 RISK MANAGEMENT Is your cybersecurity up to scratch?

30 INNOVATION Smart Contracts & Blockchain 34 EVENT Legadex - ACC seminar Legal Operations 38 TREND Why it’s good to be Agile 42 INTERVIEW Legadex - Legisway: the state of our partnership is strong

46 EVENT Legadex - ACG round table Cyber Risk & Due Diligence 48 EXPERT Accelerating the contract lifecycle, it’s all about doing and data for Weagree

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Dear reader, Legal Operations is the new buzzword in corporate legal departments. General Counsel increasingly realise just how much there is still to gain just by organising their department’s work. This could involve other ways of working, such as the agile approach, but it could also be about working with more structure, how roles are assigned, improving support by providing good information, or deploying new forms of legal tech to be able to handle the work better and faster. As an innovative Alternative Legal Service Provider, Legadex has extensive experience in these areas that we are happy to put to work for you. Whether through on-location support and advice at your office or operating as an outsourced extension of your team, we can help you make quick wins and long-term performance gains.

In this issue of Legadex Magazine, we explore a number of these developments in the legal market. Conversations, mainly, with people and companies that we like to work with because they are innovators in their field while also being realistic in terms of the possibilities.

On my schedule

Of course, stories alone won’t help you, it’s results that count. After the summer we will be again organising our Legadex Round Tables to discuss new developments with experts from the legal world. Please let us know if you have not yet received your invitation. And do feel free to get in touch with any questions you might have or to set up a meeting.

Meantime, we wish you a very enjoyable summer!

Hans-Martijn Roos, Luc van Daele, Frederike Sips-Brons

What are you working on right now?

I spend three days a week supporting the HQ corporate legal department of a global energy supplier in The Hague. Until October, I’m replacing the legal counsel who is responsible for Corporate Housekeeping during her maternity leave. I’m further assisting the contracting department of a global market leader in engineered heavy lifting and transport. This takes up about 1.5 days a week; one day at the client’s office and a half day working out of the Legadex Office.

I spend the rest of my time at the Legadex office preparing for a new course that focuses on contracting. This is for our colleagues with no or little experience in this area. The idea is to bridge the gap between classroom and legal practice and it will provide my colleagues with tips and tricks based on my experience at GasTerra and our clients.

What would you like to achieve in the near future?

who Rik van Vianen

In the near future, I’d like to continue combining corporate and

is Corporate Legal Counsel

contracting-related assignments, as this is what appeals most about my

since January 2019

current function. During my assignments, I want to show our clients the

before that Legal Counsel at GasTerra B.V.

added value that legal tech can deliver. In addition to my assignments, I

committed to Adding extra value to clients in addition

hope to share my knowledge with my colleagues and I like to keep up with

to the service that matches their legal needs.

the developments and trends in legal tech, such as Artificial Intelligence.

LEGADEX Magazine | 2019

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COVER STORY RUBRIEK

Disruptive factor:

How Euronext is expanding into fintech, regtech and legal tech Text Alastair Bruce Photos Geert Snoeijer

Euronext has an interesting backstory for a stock exchange. Founded in 2000 when the Amsterdam, Brussels and Paris stock exchanges decided to join forces, it quickly added Portugal and later LIFFE (the London International Financial Futures and Options Exchange). The next big change came in 2007, when Euronext merged with the New York Stock Exchange. That lasted until 2014, when the European arm was carved out of the group as part of Intercontinental Exchange’s takeover of the NYSE. And in 2018, the Irish stock exchange joined Euronext.

From left to right: Maurice van Tilburg, Sylvia Andriessen and RenĂŠ van Vlerken

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LEGADEX Magazine | 2019

The company’s a-typical evolution has

Martijn Roos spoke with Maurice van

have a central role in the marketplace.

shaped how it views the market and,

Tilburg, CEO of Euronext Amsterdam,

Since the first MiFID regulations,

accordingly, its strategy. Today the

René van Vlerken, Head of Listing for

trading and trading platforms have

focus is on being pan-European, local

Euronext Amsterdam and Sylvia

become more widespread, but in

and global philosophy and extending

Andriessen, Deputy General Counsel

terms of financing the real economy,

into related areas in which the

for Euronext Amsterdam.

there’s really only one large marketplace where this happens, at least for

player: IT, corporate services, big data.

Q: How do you see your role in the

the Netherlands. And we see similar

This in turn is fuelling a wave of

marketplace? What sets you apart?

developments in other countries, too.

takeovers, like that of foreign exchange platform FastMatch (now

Maurice: We see ourselves as provid-

Something else I think that sets us

rebranded Euronext FX), legal compli-

ing a platform for multiple parties to

apart is that we are set up as a

ance tool InsiderLog and others.

find each other and come together. If

pan-European project; a combination

you look at the financial infrastruc-

of multiple exchanges of multiple

To find out more about where the

ture, there are many parties delivering

company is going, Legadex’s Hans-

competing services. As Euronext, we

countries. This shapes our decision making and the way we operate. Our

company can be seen as a credible

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LEGADEX Magazine | 2019

COVER STORY

primary focus is on business, doing

Stanleys or Goldman Sachses of the

what is best for the customer and

business and bringing value to our

world, US investors, a South African

advise them accordingly. Each local

customers in each country, separately,

tech company or an Icelandic one, we

market has its own ecosystem and type

but doing this with a combined

have a role to play to connect all these

of investors, so we can basically offer a

operations teams and combined

entities with investors, for example,

company the best solution for it. For

technology. This creates efficiency

and to enable other parties to bring

example, I would generally advise a

while still allowing us to address local

new products to the market.

small biotech or med-tech company to

Euronext arose from a common sense

list in Brussels instead of Amsterdam.

I would advise a fintech company to

of urgency about the need to gain scale

come to Amsterdam, because we are

Q: You launched your Agility for

to compete. By working together, we

creating a fintech community in the

Growth strategy in 2016. What impact

have way more power and can

Netherlands and we have a lot of

has it had?

facilitate each other. It also means we

international fintech investors active

can develop our own systems rather

here. And if it doesn’t matter to the

Maurice: We have increased the

than having to buy other people’s, we

company where it lists, they still have

number of countries we operate in, the

can develop marketing together, share

access, via our trading platform, to the

types of products we offer and the

widest group of global investors.

markets we serve in those areas where

the ecosystem, the product development and so on. And we can share

we think we can add value.

technology. As combined European

platform, we can offer the best choice

exchanges, we can develop our own

for that specific company. That makes us quite unique.

needs and the local ecosystem. I think that’s very important.

Q: Grown your ecosystem?

technology, share the product development and foster our local ecosystems.

Sylvia: It also helps [avoiding internal

Maurice: Definitely. We are a natural

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Because we are a true pan-European

hub in the ecosystem, and it makes

Q: Do the Euronext exchanges

competition] that our board comprises

sense to grow this hub, because

compete with each other for

local CEOs, but every local CEO also

although there’s a lot of disruption in

business?

has a global responsibility. Every local CEO also has a group function and is

the world, there remains a need for someone who connects different

René: No, we don’t compete. We form

globally responsible for market

stakeholders. So, whether it’s the

one global listings team comprising the

operations for the whole group. That

Dutch pension funds or the Morgan

five countries, and we really look at

also creates a group feeling.

LEGADEX Magazine | 2019

“We can develop our own systems, share the ecosystem, the product development and so on. And we can share technology.”

Maurice van Tilburg

Maurice: What’s also unique is that

a derivatives market, we have

harder for smaller companies, in

we have one single order book for our

technology that we offer to our

particular, to access capital markets

countries; we don’t split liquidity,

customers and that we also sell to

and find the right investors. Our

unlike LSE and Borsa Italiano. This

mission is to support companies in

means our clients can access any

other parties and as white label solutions, and we sell a lot of market

Euronext exchange. They get a form

data, which is becoming more and

the right investors, so we decided to fill

and just check the boxes of the

more important.

the gap and step in by offering services

exchanges they want to access

accessing capital markets and finding

and tools that would support them

instead of having to apply to and

Sylvia: And then we have corporate

and keep them on investors’ radars.

connect with each exchange indi-

services, like InsiderLog [see article

Company webcasting, videos and

vidually. We’ve already seen some 14,

elsewhere in this issue], which is our

webinars, for example, are about being

15 extra companies starting to trade

newest part. These businesses are

present and visible within the market.

on the Irish exchange because it was

very different. They are not trading

disclosed and made available

platforms; they are often tool-based,

Maurice: Last year, for example, we

through our regular interface. It’s

and they allow us to provide further

acquired a Dutch webcasting com-

way easier for them.

services for our issuers or other

pany. Enabled by us, they can now

corporates in the market.

offer their webcasting services to our

Q: Your strategy includes offering

clients outside the Netherlands

new services and solutions beyond

Q: IT and data both seem logical

because we have a footprint and an

listings. Why?

extensions, but why the push into corporate services if they are so

active ecosystem in all these countries. Today, quite a number of CAC 40

Maurice: Our goal is to be more

different conceptually to the rest of

companies have started using this

relevant to our clients and to diver-

your offering?

webcasting service. Similarly, if you

sify our revenue stream away from

look at what we do, it’s logical that the

listings, which are cyclical. Creating

René: What we see is that MiFID and

data component and combining data,

new services, new products, helps us

MiFID II [the EU Markets in Financial

mainly in real-time, will become more

to do both. So, we provide various

Instruments Directive that aims to

and more important for Euronext.

services, like the listing services,

increase transparency across EU

We’ve partnered with Heckyl, a

which are the most visible part of

financial markets] are changing the

company that provides sentiment

what we do. We have trading, there’s

market dynamics and making it

data, for example. And really there is a

LEGADEX Magazine | 2019

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COVER STORY

“The goal is to move more investments to sustainable assets. There are big risks in our global economy.”

Sylvia Andriessen

data component to every new trend,

whenever something becomes less

InsiderLog is another good one,

index, product. There is a lot where

applicable or too expensive or

because on the legal side we see more

data plays a role.

whatever, we look for disruptive

and more legal burdens being placed

technologies that will enable us to

on companies, and InsiderLog helps

Q: Returning to corporate services,

offer similar services at a price and

you comply with MAR [Market Abuse

your goal is to overcome the barriers

with a degree of effort that fits with

Regulations].

that stop some companies, especially

the businesses. IR.Manager [a

smaller one, from accessing

Euronext product managing investor

Sylvia: A lot of the things that we

investors?

relationship teams and workflows],

do follow from developments in

for example, provides an easy way for

European legislation. MiFID has

Maurice: If you take it on a meta

people to address investors if, say,

completely overhauled the market

level, what we are doing is that

they can’t get help from their bank.

since 2007, creating more competition but also less transparency, which was not the goal and which they have tried to correct with MiFID II. That legislation has had so many consequences, creating some threats to our business but also opportunities.

Whatever they are, this is real life and we adapt to that in an agile way.

René: Basically, we say that if an

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issuer is relevant for investors, of interest to them, then we, as a platform, are relevant to them. If companies are facing a challenge, it’s basically a no-brainer for us to act as an independent intermediary between the capital providers and the

LEGADEX Magazine | 2019

companies who need capital. It’s very

Q: Is there a thread that pulls your

the future. I think we can play a role in

logical fit.

strategy together? What’s your

moving investments to more sustainable assets by offering products – indi-

mission?

Q: Is there a key to being successful

ces and green bonds – and lobbying Maurice: We say that we are financing

for the financial ecosystem to help

the real economy. Everything we do is

define green investments and make

Maurice: You have to know who you

around making sure companies can

sure the regulations are workable. At

are targeting, the size of that market,

find capital and ensuring that our

the moment, there are no harmonised

how big their problem is and what is

products bring value to the economy.

rules, so the definitions of assets are

a reasonable price you can ask. It is

We help buy-side investors to invest,

not comparable. But harmonising the

also really important that what you

we bring communication, efficiency

rules and obtaining all the necessary

are selling is scalable. For the webcast

information, the data, is also very

business, we developed a sort of do it

and compliance tools to our ecosystem and the final component, which is

yourself kit so you can use to set up

becoming stronger and stronger, is

your own webinars. It’s plug-and-play.

sustainability. For example, we were

We have investors who want information [on sustainability] and issuers

Another example is iBaBs, which is a

the first to create a carbon index and

who will need to report on and

paperless board portal platform that

today we are doing more and more of

disclose these non-financial key

enables you to review, comment on

these things.

performance items. We are in the

with these kinds of tools?

tricky. This is where we can play a role.

middle and can play a growing role.

and share documents and boards in a safe environment. That’s something

Q: What are you doing regarding

which only works if you sell it many

sustainability?

Q: How do people in the industry react to your sustainability message?

times and it is quite affordable. For us, though, it becomes more and

Sylvia: The goal is to move more

more interesting the more people

investments to sustainable assets.

Sylvia: It is something that the

who use it. And contrary to markets,

There are big risks in our global

finance industry is starting to

this is a very stable revenue source;

economy, with the big funds having

understand; that sustainability is not

you don’t need to make the same

their money invested in assets that

only for companies with big factories,

margin as you do on something that

are not sustainable and which we

but that sustainable finance is a

is highly volatile with a lot of risk.

don’t know what their value will be in

completely different way of looking at

LEGADEX Magazine | 2019

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COVER STORY

“I would generally advise a small biotech or med-tech company to list in Brussels.

I would advise a fintech company to come to Amsterdam.”

René van Vlerken

investing. I think there is a growing a

find his or her key criteria and select

Q: A final question for our legal

consideration for this in the market.

based on that. And we need to do this

readers: As deputy general counsel,

For example, 80% of the new indices

together on a European scale if we are

what is it like to be a lawyer at

we launched last year were green

to identify enough green companies to

Euronext?

indices, at the request of our

create green indices. That means

customers.

standardising the way things are

Sylvia: The role of a lawyer, a general

defined, maintained and safeguarded

counsel, at Euronext is very different

Q: How do you define sustainability?

in all countries and I think Euronext,

from the businesses I’ve worked in

Is it environment and emissions –

as a pan-European project, can be an

before. Here, everything we do is

green, if you like – or does it include

important driver of this. We can create

responsible investing as well?

a platform.

heavily regulated, and we are accountable on an almost day-to-day basis to

Sylvia: There is no one, formal

Q: You’ve referred several times to

in the company having some legal

definition, but the most used defini-

Euronext as being a ‘project’. Is that

feeling and inherent legal awareness.

tion is ESG – environmental, social and

the way you see it?

You don’t have to tell anyone that it is

the regulators. That leads to everyone

governance. That’s the broadest

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important to be compliant. People

definition of sustainable finance or

Maurice: With project, I mean that we

sustainability in general. But can you

are continuously reinventing our-

attack everything at the same time? As

selves to become more and more

a stock exchange, governance is very

relevant and more and more effective

The other thing is to see the regulatory framework as an opportunity. We

important for us anyway. Social also.

in the European investor space and

have opportunities to turn a legal

And if we look at what we can promote

European markets. It involves a

burden into a business opportunity

and contribute to our customers, to

continuous interaction with the

that benefits our customers, as with

the ecosystem, I believe climate as the

whole ecosystem. It’s a continuous

InsiderLog. So, Euronext is a very

biggest threat. But overall, sustainability for us is all these three elements –

journey and one of the examples in

different company from any other,

which people created something truly

and even any other company in the

environmental, social and governance

European that really serves a value.

– while on the bond side and the

Europe has a few of those projects in

capital markets, but it’s a fascinating environment for a lawyer. ¾

industry side, it’s still mainly green.

which it is clear that acting as

Maurice: This is also why we need

‘Europe’ makes us more powerful and

standardisation, so that everyone can

more relevant in the world, too.

LEGADEX Magazine | 2019

understand exactly why I’m here.

CHOICE OF

Morad Kada Using virtual data rooms for M&A 3 tips from Morad Kada, Manager M&A and Data Analytics at Legadex

1. Choose the right virtual data room and execute well The use of virtual data rooms (VDRs) is now standard in M&A projects. Within a VDR, the selling party can present company information securely and insightfully online to bidders. Clients can choose from various VDR platforms, such as Merrill DataSite, Intralinks, RR Donnelley, iRooms, Ansarada, Virtual Vaults or HighQ Dataroom. The principles underlying these systems are almost identical, but in practice there are clear differences in cost, service level, speed, search functionality and the integration of innovative solutions such as data analytics. Legadex is happy to advise on which VDR software is best for you, help design your platform and take care of processing, reviewing and uploading all necessary company information.

2. Improve your due diligence process with a VDR There are a number of innovative applications available or emerging for VDRs. For example, we see more and more work being done involving workflows and reporting applications within the VDR. Developments in optical character recognition (OCR) ensure that consultants can search and analyse documentation faster during the sales process. And another trend is the use of artificial intelligence (AI) software within the VDR. This makes it easier to collect, categorise and perform automated analyses of contract clauses and potential risks. These developments not only improve efficiency and save costs, they also improve the quality of information provision and vendor due diligence.

3. Create a VDR solution with a legal specialist Legadex Dataroom is a smart alternative to licencing a VDR yourself. Why? Because as well as the use of our VDR

For more information about our VDR and due diligence services, contact me at mkada@legadex.com or call me on +31 20 820 8396

platform, you can use the services of the Legadex team as well. In addition to the usual data room functionality, Legadex Dataroom, which is based on HighQ Dataroom, offers handy solutions for project organisation, team communication, workflow and document review. In addition to M&A projects, Legadex Dataroom is further ideal for refinancing and restructuring projects. ž

LEGADEX Magazine | 2019

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LEGAL OPERATIONS

“ We can help in-house legal teams demonstrate how valuable they are, and that’s a great story” Text Alastair Bruce Photos Geert Snoeijer

Technology is rushing to the aide of today’s over-worked, under-resourced corporate legal departments. But what do the promises of greater impact, enhanced transparency and improved efficiency mean in practise? What can ‘intelligent platforms’ do for data control, workflows, business models and more? Rob MacAdam, Director of Legal Solutions at HighQ talks tech with Legadex’s Luc van Daele and Morad Kada.

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Luc: Rob, as you know, we have used the

of people weren’t. We focused

This introduced things like wikis,

HighQ intelligent platform for several

predominantly on the law and

blogs, tasks. Next, we added a data

years, and we see that tools like the virtual

financial services sectors, and we

layer so clients could collect, struc-

data room and collaboration are evolving

made big inroads with those use

ture, record and play back data on

to become an integrated platform. I think

cases. We signed up banks and law

key projects. More recently we added

this could benefit our customers, the

firms and that elevated us to the

an intelligence layer with things like

corporate legal departments and their

position we are in now in terms of

data visualisation, workflow and the

clients. Do you agree? Is this where

our client base.

AI hub. This evolution is enabling us

HighQ is going?

to optimise legal service delivery, Now, over time, we have layered on

whether that’s law firms, or, as you

Rob: I do. HighQ began with a focus

functionality to evolve the platform.

say, corporate legal teams. There’s a

on secure file sharing, data rooms

From document sharing and data

toolset that allows corporate legal

and extranets. It was very basic, but

rooms, we layered on collaboration

teams to do very exciting things in

we were doing something that a lot

because people were asking for this.

the way they work internally and

LEGADEX Magazine | 2019

About HighQ HighQ empowers leading corporate legal departments to transform and optimise the way they work, manage legal operations and deliver value to their business.

HighQ unites internal and external teams with solutions for legal service requests, document management, matter management, contract management and more, enabling legal departments to drive efficiency, increase productivity, mitigate risk and deliver business results. The HighQ platform is flexible, user-friendly and integrates with other leading-edge technology to provide a seamless user experience and maximum return on investment.

interact with their business,

Founded in 2001, HighQ has grown to a team of more than 350 and is headquartered in London with offices in Kansas City, New York, Amsterdam, Frankfurt, Sydney and Ahmedabad.

vendors and outside counsel.

Morad: Before talking about corporate legal opportunities, I’m curious how your law firm clients use the HighQ platform.

involves team collaboration, docu-

through the portal. As a result, these

Is it mainly for collaboration or do they

ment sharing, project management,

client portals are starting to become

use it for other things as well?

knowledge management, process and

relationship and service delivery

service delivery. So, we’re now seeing

gateways that offer other value-

Rob: It’s predominantly extranet,

more clients using HighQ to deliver

added solutions beyond basic

secure file sharing, data rooms. But,

status information and matter

legal advice.

increasingly, they are realising that

information to their clients, as well

they are missing a trick. If you look

as project management reporting and

Morad: That’s my experience with

at the anatomy of a legal matter, it

taking instruction from clients online

HighQ: working on a project basis,

LEGADEX Magazine | 2019

13

LEGAL OPERATIONS

where we share our documents

create new and innovative service

and provide access to clients.

delivery tools and solutions. In the US, the focus is still on some of the more

Rob: Yes, I believe that you’re using

basic use cases. On the flip side, there

the transactional aspects of the

tends to be a much bigger focus on

platform – data rooms – which is what

legal operations in the US, and we see

we did when I was an M&A lawyer for

this with the rapid rise of organisa-

a HighQ client. Data rooms are great

tions like CLOC [Corporate Legal

on the sell side and it led me to

Operations Consortium] for which

wonder how this could work on the

technology is one of the core

buy side. We therefore developed a

competencies.

system where we used HighQ to capture deal and due diligence

Luc: Yes, CLOC and the whole Legal

information and data in a structured

Operations movement is interesting…

way. This enabled us to use data visualisation to track key metrics for

Rob: It’s fascinating. I’ve been a private

each deal. Next, we used document

practice lawyer, worked in technology

automation to create reports from

for law firms and now, increasingly,

that data and so redefine how the

I’m focused on corporate legal and I

buy-side process was conducted and

really like what’s happening in this

delivered to the client. We achieved all

space. The rise of legal operations and

this using the HighQ platform.

the focus on technology to help streamline and simplify the way legal

Luc: I’m curious whether you see

departments work, collaborate and

a big difference in the use of the platform

engage is genuinely exciting – in-house

by law firms in the UK, the US and

teams are definitely driving the legal

continental Europe?

innovation and transformation agenda right now.

Rob: I see a difference between Europe, including the UK, and the US.

Luc: Do you see the rise of Legal Operations

European law firms are more open to

within corporate legal departments as a

new technology and new ways of

reflection of the trend among law firms to

doing things. There’s a much bigger

use technology as a differentiator in their

appetite in Europe for using our

service delivery?

platform to turn client extranets into full client relationship portals and to

Rob: I think it’s a reflection of legal departments wanting to take more control and more effectively deal with the pressure they are facing internally

“ The rise of legal operations and the focus on technology to help streamline and simplify the 14

way legal departments work, collaborate and engage is genuinely exciting – in-house teams are definitely driving the legal innovation and transformation agenda right now.” - Rob MacAdam LEGADEX Magazine | 2019

from their organisations. For example, more legal departments wanting to control their own documents and data, and not rely on outside counsel. When a system is provided by external law firms, the data is controlled by them.

But in-house teams increasingly want to own and hold their own data. It’s all about control and having the flexibility to use who you want for certain pieces of work and not being tied in to any provider.

Luc: I agree, I think there is a fear in legal departments of being locked in. You also mention flexibility and I would say that one of the benefits of the HighQ platform is that it allows companies to allocate work in a different way. They can use it to create workflows and allocate work internally and externally, including to alternative legal providers like Legadex. I would say that’s the new playing field. Do you agree Rob, Morad?

Morad: I do. HighQ makes it possible for legal service providers to assist companies with the data and process side of the workstream. Law firms focus on content and look at the work from a primarily legal perspective; they don’t have an eye for the process

think it is becoming a much broader

side of things in the way the alterna-

concept. This is why the term Legal

tive legal providers do. So yes, I do

Operations Management and

think this flexibility is the new

the concept of a legal operations

playing field, but Rob, do you see

platform is starting to replace ELM.

for legal service providers

Morad: And what do you think is driving

to assist companies with

“HighQ makes it possible

companies engaging more with legal service providers?

the move away from ELM to platforms and operations management?

the data and process

organisations such as CLOC talk

Rob: It’s because a platform lets

side of the workstream.”

about vendor management and

you do everything: contract man-

legal vendors – not outside counsel

agement, matter management,

management but vendor manage-

document management, vendor

ment – which can be both law firms

management, risk management,

and alternative service providers.

NDA generation, outside counsel

Corporate legal teams are now being

collaboration and more. All within a

smarter in how they are apportioning

single hub. A matter management

and resourcing their legal work.

system is something that many

Rob: Certainly. Flexibility is one of the key things in Legal Operations and

- Morad Kada

in-house teams lack. We can give Luc: And that – how they are apportioning

corporate legal teams a platform to

work – leads me rather neatly to use

help them efficiently manage and

cases for HighQ in the corporate legal

track their workload. That’s really

environment. What sorts of opportunities

useful, because nine times out of 10

do you see?

they track their matters on a spreadsheet, which is completely

Rob: As a platform, we can help

inefficient. Our core use cases also

optimise a wide range of activities

include legal intake with self-service

across legal teams. We’re redefining

tools and escalation mechanisms,

ELM [Enterprise Legal Management]

self-service guidance and knowl-

for legal departments. ELM has

edge and know-how delivered to a

traditionally focused on spend

legal team’s business clients

and matter management, but I

through the platform. But the

15

LEGADEX Magazine | 2019

LEGAL OPERATIONS

“ One of the benefits of the HighQ platform is that it allows companies to allocate work in a different way and decide who does what.

I would say that’s the new playing field.”

- Luc van Daele

platform can also be used to help the

house team to the wider organisation.

management within one platform.

business instruct the legal team in a

By using workflow in the platform,

For larger legal departments, it’s

standardised way. And because the

instructions from the business can be

more about the use cases we tradi-

system gathers information in a

directed to the relevant lawyers or

tionally discuss with law firms, such

structured way, it can be used to

teams based on where it’s coming

as data rooms, extranets, document

analyse and report legal workload,

from, the type of work it is and so on.

sharing and knowledge hubs.

organisational pressure points and

You’re using insights from the data to

potential risk areas, enabling the

drive dynamic workflows and make

Morad: Moving to something like HighQ

legal team to make better, data-driv-

business engagement more efficient,

also involves a new way of thinking.

en decisions. The ability to collect

and the legal department more

Companies that are used to SharePoint,

metrics is also critical for legal teams

valuable and responsive. HighQ can

for example, have to start thinking and

because they struggle to evidence

also benefit vendors and outside

working differently to get the most out

their value. They are just seen as a

counsel, as well as the legal team and business users.

of it. It’s a change of mindset.

cost centre. We can help them to

Rob: It is. It’s the speed – I can get a

demonstrate how valuable they are, Luc: I’m wondering Rob, hearing you talk,

simple site up and running within

if there is a minimum requirement or size

minutes – plus the site is accessible

Morad: You’re saying that having a

for a legal department or team to take

both internally and externally. It’s the

platform helps people all over the business

advantage of the HighQ platform?

ability for our clients to invite their

which is a great story to tell.

and not just in corporate legal?

16

advisers and other stakeholders into Rob: The corporate legal landscape

the system to begin collaborating

Rob: Yes. The HighQ platform helps

and legal teams vary so much that it’s

immediately. You don’t get that agility

optimise engagement and collabora-

very difficult to draw a line. I would

with SharePoint. But it’s also about

tion between the legal department

say we have huge application from a

and the business. Not only can the

two-person team all the way through

realising that HighQ is accessible and usable by your own internal users.

platform be used to deliver self-ser-

to a large enterprise legal team of

With SharePoint, you often have to go

vice tools to business users, it

hundreds. But the use cases will vary.

to the central team to get things done.

can be used to instruct the legal team

For smaller teams, it is more about

With HighQ, a user can create their own

and surface reporting metrics to

tackling matter management,

sites using our digital toolkit, which is

demonstrate the value of the in-

contract management and document

why we say that HighQ democratises

LEGADEX Magazine | 2019

creativity within our law firm and

Luc: Sadly, we are out of time. Just to come

corporate legal clients. If someone

back to where we started, where do you see

has an idea for improved legal service

legal tech and the legal industry going?

delivery, they have the tools to enable them to quickly deliver value.

Rob: The law firms have gone through a journey in the past few years. Many

Luc: Nice phrase. We’ve talked about

have developed innovation or service

the link between legal operations and

delivery teams, and there is no

legal tech and platforms. We also see

shortage of submissions to the FT

some other trends in the way of

Innovative Lawyer awards. This is

working, like Agile and Lean. I’m just

obviously great for them from a PR

wondering to what extent the HighQ

perspective, but a lot of their clients

platform can support Agile working

are not seeing that much difference

within legal departments and within

and are not receiving the value they

companies?

desire. Corporate legal departments are therefore taking matters into

Rob: There are a couple of ways to

their own hands, especially with

look at this. Platforms are perfect

the rise of legal operations. The next

for teams to operate in a Lean way.

few years in legal technology will

The Lean method is about constantly

be defined by in-house, not private

adapting, changing and iterating. In

practice. I think it’s a really exciting

terms of Agile working, the platform,

time to be working with corporate

with its modular approach and

legal teams because they are the

flexibility lets you create what you

people at the coal face trying to find

need and do what you want. And

solutions to deliver business value

because it’s accessible from any-

and mitigate risk. It’s genuine

where, at any time, it empowers

innovation and we’re excited to be helping. ¾

people to work in an Agile way.

The HighQ intelligent platform - Is it for you?

Legal intake and self-service: create portals (legal front door) for internal clients to request legal support, generate template contracts and access legal guidance.

Luc: It doesn’t force you to work in a Matter management: transparently manage matter portfolios, track status and risk, generate reports and gain full visibility into legal work in progress and workload.

particular way or use specific software?

Rob: No, because the HighQ platform is cloud-based Software as a Service and we constantly look at what integrations we need to enhance

Contract management: efficiently manage contact lifecycles with automated workflows to optimise contract creation, analysis, negotiation and execution.

the workflows of our clients. So, we support DocuSign, for example, and though we have our own AI hub with our own AI engine to analyse documents, if you want to use Kira or

Document management: centrally manage and share legal documents with version control, DRM, advanced permissioning, custom meta data and more.

Leverton, that’s fine. We’re neutral.

Luc: It’s more about integration and pulling things together…

Further use cases: outside counsel management; board management; NDA management; knowledge management; IP management; legal team sites.

Rob: Exactly. If you want to use Google Docs rather than Microsoft – fine. However you want to work and whatever productivity tools you use, we want to make sure you can.

LEGADEX Magazine | 2019

17

TREND

18

Data analysis speeds up post-transaction value creation LEGADEX Magazine | 2019

When M&A transactions are being prepared, insight into key business data relating to the company being acquired is crucial. A number of legal service providers such as Legadex are increasingly using the scope provided by artificial intelligence (AI), and data analytics in particular, to prepare virtual datarooms, business divestments and legal due diligence analyses. So what do advisers working on post-deal integrations think about the use of business data and AI to enhance the quality of their services? Luc van Daele (Legadex) and Tim Jansen asked Harold de Bruijn and Evert Oosterhuis, both partners in IntegrationPeople.

Text Tim Janssen Photos Geert Snoeijer Research shows that as many

view. After all, if the deal is pulled or

as 60-80% of acquisitions don’t

you’re negotiating with more than

generate any long-term economic

one potential buyer, you’ll naturally

value. Harold de Bruijn and Evert

want to prevent competitors getting

Oosterhuis are convinced that

hold of detailed information about

this percentage can be reduced if

your business. Which is why during

preparations for the integration are

the transaction process, vendors

started during the DD process and

generally don’t share their client lists

more use is made of data analysis

or details about the performance of

and artificial intelligence. “Buying

individual production plants, only

a company is often a testosterone-

trend-based data showing whether

fuelled event,” says Oosterhuis.

productivity or the client base is

“You’ve therefore got to back deci-

going up or down, for example.”

sions with hard data, since emotion isn’t a good basis for decision-mak-

In practice, De Bruijn and Oosterhuis

ing,” De Bruijn adds.

find that this understandable desire

Aggregated data only

to protect business data has the unintended effect of slowing down or

According to the partners, acquisition

even blocking acquisition synergies.

processes are influenced by various

If specific information about customer

factors which not only slow down the

relationships isn’t available as soon as

transaction process but also obstruct

the deal is closed, then valuable time

post-acquisition integration. “A due

is lost. “Ideally, you want to know

diligence study will generally only

which customers are at risk. Then

give potential buyers information

when the acquisition has been

in aggregate form, on customer or

completed you can pursue a targeted

employee satisfaction, for example,”

policy to keep these clients on board

De Bruijn explains. “This is of course

to maintain the value of the business

logical from the vendor’s point of

you’ve acquired,” says De Bruijn.

LEGADEX Magazine | 2019

19

TREND

Problems with carve-outs According to the partners, carve-outs pose specific problems. “It’s generally not very clear exactly what is being sold,” Oosterhuis points out. The relationship between the activities to be divested and the parent organisation often hasn’t been fully mapped out. “This includes aspects such as software licences, permits or the reallocation of employees who work for both organisations and the associated costs,” De Bruijn adds. The acquirer will want to have a clear picture of these operational risks, since any uncertainties will result in a reduced offer price. A thorough data analysis in advance makes it easier to separate and market different components of a business and ensure operational continuity after the deal has been completed.

AI tools and data analysis can play

baseline. “Put simply, you want to be

may make the data look a lot better,

an important role in preparing for

able to say: if the number of clients

perhaps in the hope of saving their

this, as part of an integration DD.

goes down by X within timeframe Y,

own jobs or the local production

“For example, by quickly identifying

then the reduction on the purchase

plant.” If, on the other hand, you

which clients have a change-of-con-

price will be Z. Such agreements

have access to source data as a basis

trol clause in their contracts, al-

require a lot of data to take a reliable

for data analysis, you can circumvent

though the use of these tools certain-

snapshot of the company. Once

these office politics in both the

ly isn’t restricted to legal aspects.

you’ve got that, it takes away all

pre- and post-transaction phase.

They could, for example, also be used

the haggling over the post-closing

to support visit reports by account

conditions, leaving you to focus

“This shifts the balance of power

managers.” The partners additionally

fully on the integration itself,”

in a transaction and increases

recommend keeping an eye on social

De Bruijn maintains.

transparency,” says De Bruijn,

media. “Statements by clients,

20

who remembers a case where the

employees and/or competitors not

Circumventing office politics

availability of source data proved

only yield useful information, they

Reaching clear agreements of this

decisive. Two companies negotiating

can also give you insight into trends.

kind requires a fundamentally

a merger each had a long-term

Social media and other unstructured

different approach to (vendor)

relationship with a different tyre

sources of information aren’t

due diligence, Oosterhuis adds.

supplier. Both parties put forward

currently properly exploited,

“At the moment, you have to get all

unsubstantiated arguments for

although it would be fairly easy

the information you need from the

hanging on to their own supplier

to do so using existing technology.”

vendor. As an adviser, you may need

following the transaction. One claim

to contact the sales department

was that the tyres produced by the

Clear measurement intervals

in another country, such as Brazil,

acquiree’s supplier wouldn’t fit the

Acquisition agreements often include

to gather information about the

acquirer’s trucks. This turned out to

earn-out arrangements and client

company’s local turnover and cost

be nonsense. Since all the data on

retention clauses. The problem,

evolution,” says Oosterhuis. “That

both suppliers was available, it was

however, is that there is often

potentially brings you up against

quickly established that they both

uncertainty about the underlying

two problems. First, you can’t tell

produced tyres of similar quality but

measurement intervals or methods,

your contacts anything about the

that one was significantly cheaper.

according to the IntegrationPeople

deal, which means you also can’t

In this case, the availability of hard

partners. They therefore recommend

ask them anything. Second, they

data made it easy to decide which

agreeing clear definitions at an early

may have an interest in presenting

supplier to go with.

stage, during the integration DD, and

the data in an overly positive light.

‘freezing’ the datasets as soon as the

By massaging productivity definitions

The duo often sees instances where

deal is closed in order to establish the

or manipulating timeframes, they

emotional arguments can get in

LEGADEX Magazine | 2019

“Statements by clients, employees and/or competitors not only yield useful information, they can also give you

may be too attached to the annual

integration during the due diligence

sailing trip organised by their

phase. This includes aspects like

existing supplier. Source data can

assessing the entire real estate

help you to get round these emo-

portfolio, including contract terms

tional factors.”

and expiry dates, or reviewing the workforce, as well as external

Prevent the loss of relevant knowledge

contract staff. This gives the buyer

The two integration specialists

and swift decision-making.”

a clear basis for further analysis

believe that such decisions should be taken promptly as soon as the

One problem identified by the

deal is signed and that they should

partners is the loss of relevant

be prepared in advance. Evert

knowledge following an acquisition.

Oosterhuis argues that preparations

The deal is generally closed by a small

for integration during the due

team - “usually only two to three

the way of a smooth integration.

diligence phase, together with the

De Bruijn: “As the lead party, the

120 days of activity before and after

people on each side, assisted by a modest army of lawyers, tax

acquiring party can be too proud

a takeover, are crucial. “You’ve got

consultants and accountants.

to admit that a facility it operates

to maintain the momentum

External hires usually leave as soon as

may be less effective than a compa-

surrounding the deal, for which

the deal is done,” De Bruijn explains,

rable one run by the company it’s

good preparation is essential.”

“and little, if any, of their knowledge is

acquiring. Or its procurement team

“Ideally, you’ll have prepared the

transferred. Datarooms are closed

insight into trends.”

LEGADEX Magazine | 2019

21

TREND

6 key takeaways 1 Put hard data alongside emotion. Rational arguments aren’t always given the weight they deserve in integration processes, for example because of loyalty to existing suppliers. Data can be helpful in cutting through these emotional factors in order to make swift, objective decisions.

2 Data analysis accelerates decision-making. Many decisions taken during the acquisition and integration process need to be based on facts. AI boosts the quality of the available information and with it the speed of the process.

3 Appoint an integration manager who has been involved in the due diligence during the initial phase of the acquisition. This will improve and speed up the transfer of knowledge from deal-makers to the existing organisation.

4 Use AI to compile analytical ‘snapshots’ of the company. If the parties agree on the shared factual basis underlying the negotiations, this will prevent disagreements in the post-deal phase.

5 Use AI as a fact-finding tool to monitor the progress of the integration process. Issues will be highlighted sooner and can be tackled consistently by the organisations involved.

6 Use data analysis and AI to get to know your target as fully as possible. AI is becoming increasingly effective in the automated classification of unsorted documentation, searching documents in response to relevant questions and the identification of links between data.

down, with the result that the

who’s already been involved in

data, mitigate risks identified in the

information they contain has to be

the due diligence. At the moment,

integration DD phase and maintain

built up again after the acquisition.”

those involved usually tend to focus

momentum, which will accelerate

mainly on closing the deal, with little

the integration and make synergies

A lot of time can be saved by keeping

attention given to the post-deal

easier to achieve.

this information accessible, although

integration aspects. “An integration

not necessarily through a virtual

manager will ensure the continued

If you don’t use data analysis

dataroom. For example, when

availability of relevant data, which

or artificial intelligence during

mortgage portfolios are sold, data is

can speed up and facilitate the

complex acquisitions, you are taking

often located in different systems.

integration process.” According to

a needless risk, say Oosterhuis and

Oosterhuis: “AI tools can help you

De Bruijn, CEOs often say they’ll

De Bruijn. “It’s like putting on

analyse business documents by

‘fit in’ the integration process

blinkers,” Oosterhuis points out.

means of cross-referencing prior to

around their other duties once

Fortunately, he thinks companies are

an acquisition. Once a deal has been

the deal’s been completed.

increasingly looking to technological

completed, you as the acquiring

22

support to prevent value destruction.

party will want to quickly access the

“The trouble is that after the deal’s

“It helps that insights gained through

underlying documentation, so the

been signed, their time is often

information on which the acquisition

completely taken up by issues that

data analysis and AI aren’t just being delivered faster but are also

is based must be traceable.”

have previously had to take a back

improving in quality. The changes

seat. A designated integration

we’ll be seeing in this sphere will

Don’t leave integration to the CEO

manager can bring the knowledge

be substantial, and they’re still in

In order to improve the integration

of those who weren’t involved with

their infancy.” ¾

process, De Bruijn says it’s essential

the deal up to speed more quickly,

to appoint an integration manager

ensure decisions are based on facts/

LEGADEX Magazine | 2019

InsiderLog: the simple idea that turned out a big winner When the EU’s new Market Abuse Regulation came into force, in 2016, John Engholm’s first reaction was that it would mean more work. His second was that this work could be automated. His third was that if no one else was going to do this, maybe he should. The result was a simple tool, 350 clients in two years and acquisition by Euronext after one.

Text Alastair Bruce

What makes a general counsel turn software developer?

Although his focus was on Serendipity, John thought

For John Engholm, it was a mix of frustration, an eye for

other companies might like to co-finance the project. He

opportunity and being in the right place. That place was

was right. “We signed the first five customers before there

Serendipity, a Stockholm-based tech incubator that he

was a single line of code; it was all PowerPoint,” he recalls,

joined in 2015 after five years at Sweden’s third largest

laughing. “We spent one afternoon with some designers

law firm. Serendipity had five publicly traded portfolio

to make print screens, and when meeting prospective

companies that would fall under the MAR rules on

customers, I just clicked around in this presentation

insider dealing, unlawful disclosure of inside information

showing what a finished product would look like. Dream

and market manipulation. “We could see it would

big, start small, right? Often when we talk about legal

increase our workload significantly, and we just felt that

tech it’s about artificial intelligence doing due diligence

this was such an obvious thing to automate because,

and blockchain for smart contracts. But this was just a

basically, all you do is move data around,” he explains.

super simple way of replacing something that would

LEGADEX Magazine | 2019

23

RUBRIEK

12 months, 350 clients and Euronext

“ I woke to a text message from my dad saying: ‘Isn’t this what you’re working on? Golden opportunity!’”

Two years on and a lot has changed. InsiderLog has gone from five to 350 clients, primarily in the Nordics, but also in the UK, France, the Netherlands, Spain and Portugal.

“The fact that MAR is an EU regulation made international expansion a lot easier from our perspective, as it’s been applied the exact same way all over Europe.” Companies in every country have the same challenges, and InsiderLog has the solution.

The other change is that InsiderLog is now 80% owned by Euronext. The deal was announced in January 2018. Why did John sell? “They contacted us,” he says, “and they were clear about their ambitions to get something in our space. Listed companies were struggling with MAR and

otherwise be done with Excel and Outlook, but which takes

Euronext, with 1,300 issuers on its markets, wanted a

a lot of time and which has a lot of room for human error.”

solution. From a start-up-journey perspective, it was too soon to sell, because we were growing so quickly. But then

Save time and ensure compliance

we started thinking: ‘Okay, this was not supposed to be a

The result was InsiderLog, a piece of software that auto-

long-term commitment.’ I mean, I hadn’t planned to stop

mates MAR compliance: the emails, the reminders, the time

being a general counsel and become a software vendor

stamps and transfer to Excel. “We basically just streamline

instead! Also, we felt that if they didn’t buy us, they were

all that data collection using a very precise form, we include

going to buy someone else.” And then there was the fit:

validation that it’s input in the correct format and we have

“Euronext is in the middle of the ecosystem, plus, if we

automatic reminders and audit trails – all those things.” It

were going to have hundreds of customers all over

saves time and ensures compliance, as the InsiderLog

Europe, were we really the best people to take care of

tagline goes. John: “You just add an email address and the

them in the long term?”

system will take care of the rest, which means you don’t need to be involved in this or worry that someone or

Legal tech innovation: begin with the easy wins

something has been forgotten. You know that you are 100%

What of the future? For the moment, John is dividing his

compliant.” And he points to a further plus: “InsiderLog

time between InsiderLog and Serendipity – the ratio is

makes it easier to delegate, because you don’t really need to

about 90:10 in InsiderLog’s favour, he says. He’s the MD of

know the order of things or know by heart all the things

InsiderLog and he and the management team remain in

you’re required to do under the regulation. The system

Stockholm, with the support of Euronext and local sales

won’t allow you to continue until you’ve done everything.”

managers on the ground throughout Europe. As for the InsiderLog software, it is already expanding beyond listed

With the concept drawing interest across Sweden’s legal

companies to meet the compliance needs of their

community, John realised that InsiderLog had commercial

advisors in the legal, banking and auditing industries, as

potential and started working towards a full market

these all have similar workflows and processes. Several

launch in 2017. Then all hell broke loose. On 30 November

international law firms and two of the Big Four auditors

Sweden’s biggest financial newspaper ran a story warning

are using InsiderLog to comply with their own MAR

of the nightmare of MAR compliance and the dangers of

requirements to keep “sub-lists” in cases involving inside

getting it wrong. “I woke to a text message from my dad

information of listed clients.

saying: ‘Isn’t this what you’re working on? Golden

24

opportunity!’” It was the ideal marketing campaign. “We

Of his own future, John says he plans to return being

flung ourselves on the launch button the same day.” John

full-time general counsel at Serendipity. But he has

fired off an email highlighting the article, his background

clearly developed a taste for legal tech innovation: “I can

and asked if the recipient would like to know more about his solution. “For all of December and well into January, I

see us trying to look more actively for future opportunities rather than waiting for it to just fall in our laps the

literally ran between meetings in central Stockholm.”

way InsiderLog did. Serendipity could become a sort of

InsiderLog launched soon after, as a separate company.

innovation lab for legal techs, because we now have a

“We decided we should do this properly.”

good track record among people who could be attracted

LEGADEX Magazine | 2019

to come to us with their ideas. We made an exit in a year

own organisation. It could have happened to us – built

and we have a really good network within the legal

the equivalent of InsiderLog and then just kept it in-

industry, so I think we’re well positioned to repeat this.”

house. No one else would ever have benefitted from it

Just don’t pitch AI and blockchain without a convincing

and we would not have made any money from it that can now be put into new ideas.” ¾

use case: “I don’t think the legal industry is ready to start using artificial intelligence and blockchain on a large scale, because we don’t conceptually really know what to do with it. And there are so many easier wins before going into that. I mean, there’s low-hanging fruit, like learning how to use Microsoft Office to its full potential, that I think would save more time for most major law firms.

Also, I think there are more solutions and simple tools that people have developed to solve their work-related headache that could have commercial value outside their

“ I don’t think the legal industry is ready to start using artificial intelligence and blockchain on a large scale, because we don’t conceptually really know what to do with it”

25

LEGADEX Magazine | 2019

RISK MANAGEMENT

Is your cybersecurity up to scratch?

Text Mike Klein

The Cyber Security Assessment Tool (CSAT) from Legadex’ Partner QS solutions can help your business avoid painful data and security breaches and perform “security due diligence” on potential acquisitions and partners.

26

“Cybersecurity isn’t just a problem for big companies. It’s a problem for any company – especially if it is big enough to be complex, or small enough to be worried about a big fine or a loss of customer trust,” remarked Paul Dols, CEO of, QS solutions, which has developed the Cyber Security Assessment Tool to help companies of all sizes understand and address the vulnerabilities of their IT systems and the data they hold.

“Organizations are looking for a way to check their security status quickly and simply. They want insight into their vulnerabilities, based on data from their company infrastructure and from Office 365. The Cyber Security Assessment Tool (CSAT) from QS solutions provides this

through automated scans and analyses.

This is the basis on which the CSAT provides recommendations and an action plan to improve your security. Not only does the scan provide crucial insights, doing one can also tangibly demonstrate that your organization takes security seriously. This is particularly important to show compliance with GDPR.”

A concern for every business “One thing we are finding is that our customers don’t only need support with their legal services, but also in taking measures to limit their legal exposure. We see CSAT as an excellent resource to help businesses prevent legal problems connected with their data without needing

LEGADEX Magazine | 2019

full-time cybersecurity resources,” added Legadex Co-Founder Luc van Daele.

Indeed, a major reason QS solutions introduced CSAT, is because it sees a need to broaden the accessibility of security solutions to a much wider range of businesses than those that can afford dedicated cybersecurity professionals.

“Every business is at risk. Some are more at risk than others. If you can’t afford to be fined, or if you can’t afford a hit to your reputation, you need to pay attention,” Paul said. “Cybersecurity is an issue for everyone – GDPR is a law that has some teeth in it. But GDPR isn’t the whole story.

Even small businesses have data that’s commercially valuable.”

“Today’s hackers don’t just destroy

databases and businesses, they can bleed them slowly as well by getting into your data without you even knowing,” continued Paul. “If you have a breach, you have a problem.”

In his conversations with clients and prospects, Luc saw a need to broaden the Legadex offering into this area.

“The biggest issue we face is that many people think cybersecurity is IT’s problem.

It is indeed in IT’s area of expertise, but if you are a CEO, or a CFO, it’s your problem too. Security breaches and any corruption of systems could also be a massive problem for sales, marketing and operations, with significant potential legal consequences. Most people are aware of GDPR by now. But most people still have

no idea of how insecure their businesses are and how vulnerable they are to threats or even to their own mistakes.”

Paul adds that the vulnerabilities may not be as much a function of technical flaws as they are of attitudes and behaviors.

“Business people are particularly unaware of their employees’ behavior and of corners that may be being cut. They also may be surprised to find unauthorized platforms and applications being used, or at least about the risks involved in doing so. It’s not just a problem with ignorance – it’s a matter of complacency. Business people often have no idea about the data that’s leaking out of their companies.”

QS solutions offers its customers direct visibility of security issues and gaps, along

LEGADEX Magazine | 2019

with a risk-based plan to allow customers to choose where to prioritize their mitigation strategies. “We give a holistic picture, and at the same time, we realize most businesses aren’t in a position to fix everything immediately. So, we empower our customers to focus on improvements that make sense in terms of cost, risk and timing.”

Concludes Paul: “We empower customers to challenge the behaviors of their businesses, to address non-compliance where it’s happening, and to help them in becoming ISO-compliant in the cleanest possible way.” ¾

27

100

in co % ntro l

Make your legal back office hassle free Why Legadex is challenging businesses to look at more efficient and less expensive legal services approaches Two terms that don’t normally find themselves in the same

28

sentence are “hassle free” and “legal”. But for the team at

own staff to deliver an offering that combines the reliability of our experience and our human touch with the power

Legadex, removing cost, bureaucracy and the potential for

of technology. With ‘Hassle Free Legal’, we offer our

error have long been drivers of a business which is now

customers easy access to their legal documents all times.

supporting companies managing their legal efforts in more simple and effective ways.”

Hassle Free Legal also enables our customers an ability to handle recurring work transparently, centrally, and

“There are more effective and efficient ways of managing

efficiently through its integration of clear workflows, easy

legal services in a business context than hiring a team of

information sharing, and accessible reporting. It also offers

in-house lawyers and tasking them with end-to-end

easy-to-generate visualizations like charts and graphs.”

execution of administrative burdens along with providing

Aside from the practical efficiencies and improved

the legal advice their organizations, need,” said Hans

accessibility Legadex offers through Hassle-Free Legal,

Martijn Roos, Legadex’s co-founder. “With breakthroughs in technology, our ability to serve corporate customers

there are other clear benefits. “The charges are reasonable

becomes more and more interesting.”

across jurisdictions, making Hassle-Free Legal a genuine

Legadex’s launch this year of its “Hassle-Free Legal” offer

global solution. We can provide a choice of services

represents an inflection point, according to co-founder Luc van Daele:

relevant to each individual client, and integrate a Legisway

“With the emergence of artificial intelligence, we are able

yet adjustable legal back office solution that can address

to move beyond the outsourcing of legal services to our

the needs of small, growing and large companies alike.”

and, most importantly, predictable. We offer 24/7 access

platform if desired. What this amounts to is an integrated

LEGADEX Magazine | 2019

6 reasons to have Legadex smartsource your commodity legal work REASON 1

REASON 2

24/7 access to your entities and contracts

Qualified and dedicated legal support

Combining a cutting-edge, cloud-based platform

(powered by the latest technology)

with experienced legal talent, Legadex offers easy,

Our team combines legal, administrative and

ongoing access to all contracts, legal documents

technology expertise to suit the needs of compa-

and key legal workflows. We provide clear visual

nies of all sizes. Whether you need reliable

reports and charts at the touch of a button.

administrative support – or a dedicated legal team, Legadex can deliver.

REASON 3

REASON 4

Always the right information

Be compliant and auditable

Offering complete and correct information at all

Our processes and systems build a sound basis

times, Legadex takes inefficiency out of the

for your compliance, risks management and

process and reduces scope for error. We save time

audit needs. And with smart alerts you´ll never

and money, while increasing confidence.

have to miss a deadline again.

REASON 5

REASON 6

VDR ready? Just say when

Predictable fees and savings

Easily prepare and export your information for a

Legal situations aren’t always predictable. But

new round of funding, due diligence or a

Legadex offers reasonable set-up fees and

divestment.

predictable monthly charges that take the guesswork out of budgeting for your legal needs.

For more information about Hassle-Free Legal, contact Frederike Sips at 020-8208396 or fsips-brons@legadex.com

INNOVATION

Smart Contracts & Blockchain A breakthrough In legal and business integration and efficiency is already underway

30

LEGADEX Magazine | 2019

Legal contracts will soon see a major change in how they are written, monitored and executed. As paper contracts begin to give way to digital “smart contracts” legal specificity will be combined with embedded triggering, tracking and reporting mechanisms covering a full range of business transactions. This article follows on from a conversation between Legadex Co-Founder Luc van Daele and Alex Dowdalls and Olivier Rikken of legal technology specialist firm Axveco.

Text Mike Klein Photos Geert Snoeijer “Contracts are starting to be prepared both in written

In simple terms, smart contracts are pieces of software

language and code,” said Alex Dowdalls, Managing

programmed to incorporate the legal terms and condi-

Director of Axveco, Legadex’s specialist partner which

tions of a given agreement, with embedded triggers that

specializes in emerging business and legal technologies.

mark completion of specific provisions and the ability to

“This is new ground for the legal profession as legal people

monitor and verify them. They are based on “blockchain”

tend not to be familiar with programming, but the

technology –using embedded, standardized ledgers

benefits to the legal profession and to its clients will likely

which, while changeable, retain records of any changes.

be very far-reaching.”

A simple comparison of paper and smart contracts: Paper Contracts

Smart Contracts

Physical Check

Digital check

Static

Changeable but all changes traceable in a permanent record

Changes in status actioned manually

Changes in status and essential financial transactions can be actioned manually or digitally

Paper

Code - could be referenced via external label (RFID) or other readable apparatus

LEGADEX Magazine | 2019

31

INNOVATION

Noting that large companies often have tens of thousands

“We will move to the point where contracts are written

of contracts to manage, Luc sees immediate opportunity

directly to code,” adds Axveco’s Director of Blockchain

for smart contracts to facilitate greater efficiency when

& Smart Contracts Olivier Rikken. “That will create a

used internally within organizations.

real growth area for people with the required legal and technical training to do this.” There will be no need for

32

“On the purely legal side,” according to Luc van Daele,

“translation” if contracts are written first to code and

“a switch to smart contract applications could alleviate

then spelled out in written language, though agreements

contract lifecycle issues: registration, parties, validities,

written first on paper can then be converted to code.

authority to execute and the oversight, management and

“Guaranteeing confidence in the stability of the code

tracking of current and completed contracts.

is an issue that will need to be handled.”

Rights and responsibilities can also be embedded.”

Common financial transactions are among the most likely

It will be some time until the point where common infra-

to see broad smart contract adoption, with value-added

structure and business processes will be in place

tax (VAT) handling seen as an early candidate. “In the

to allow smart contracts to facilitate agreements and

Middle East, where a number of countries are implement-

transactions between different organizations. But smart

ing VAT for the first time, governments are showing a real

contracts are also in the early stage of being used for

interest in smart contracts that involve the application

internal financial transactions, increasing transparency

of specific VAT rates and enable direct execution of

and, streamlining activities and reducing costs.

payments and refunds.”

The convergence of law, finance and programming

Health care is also seen as a potential area where a

The broad adoption of smart contracts will have

sufficient ecosystem could be developed to allow smart

broad implications not only for the legal profession,

contracts to cover the execution of services. One example

but for businesses and the processes they use on a

is how the prescription of physiotherapy sessions under a

day-to-day basis.

smart contract would differ from the current approach:

Paper

Smart

Go to Doctor

Go to Doctor (visit registered on smart contract, doctor paid by insurer)

Doctor prescribes physio visits

Doctor prescribes physio visits, triggering creation of smart contract

Doctor sends invoice to insurer

Physio receives contract

Physio instructed to deliver X number of sessions

Pulse survey sent to patient after each session to record that session took place, capture client satisfaction as a registration of service quality and trigger payment for the session

Physio sends invoice for X number of sessions

Prescription concludes and payment executed for last session

Insurer receives invoice and has to manually relate to patient and therapy.

Payment made to physio, or quality and fraud concerns checked manually if suspected. Checks may then result in delayed payment to physio

LEGADEX Magazine | 2019

Real benefits of smart contracts “A real benefit of smart contracts is that they offer

processes to a far greater extent than ever before.”

Legadex intends to be the bridge between people process-

substantial opportunities to reduce fraud and increase

es, technologies and content to make smart contracts

transparency in monitoring the execution of transac-

usable to the organizations who see their potential.

tions. In the case of the physio visits, the physio would

Luc adds: “The key here is that even though common

only get paid if there was proof of the transaction – such

acceptance for commercial transactions between parties

as the pulse survey for the patients. At the same time, the

is some time away, there are internal opportunities that

smart contract could also enable immediate payment for

make smart contracts a smart option for businesses that

completed sessions and would include a built-in audit trail.”

want to seize the initiative. The opportunity is here to define the process, rather than to be defined by it.” ¾

Preparing for the future Gaining the familiarity required to be agile in proposing and executing smart contracts for clients is a high priority of Legadex, whose staff are being trained by Axveco as the technology develops.

33

Luc added: “We see the convergence of technology and law as the future – a future that is much closer than many in our profession think. We also see how it is applicable to business leaders, and especially to General Counsels for whom this can be a major opportunity to establish themselves further as ‘team players’ driving efficiency more deeply into business and organizational

LEGADEX Magazine | 2019

EVENT

seminar | 24 january 2019

Legal Operations 34

LEGADEX Magazine | 2019

Legadex kicked off 2019 with a seminar on Legal Operations, organised with the European Chapter of the Association for Corporate Counsel (ACC, www.acc.com). The venue was the Eye Film Museum, in Amsterdam.

Around 100 General Counsel gathered to listen to presentations from, among others, Liam Brown (Elevate USA), Hans Albers (President ACC Europe, Juniper Networks), Klaas Evelein (Unilever) and Hans-Martijn Roos (Legadex).„

LEGADEX Magazine | 2019

35

EVENT

General counsel increasingly realise that the work of their legal department can often be organised more efficiently and cost-effectively.

This search for operational excellence is generating new insights regarding automation, communication, use of legal tech and outsourcing to alternative legal service providers, among others.

36

LEGADEX Magazine | 2019

Legadex regularly organises seminars and round tables for general counsel and the investment community, covering a range of topics related to legal innovation. If you would like to join a meeting but are not currently receiving invitations, please contact Luc van Daele, lvandaele@legadex.com.

If you would like to brainstorm ideas about the structure of your legal department and how to organise your work optimally, please contact Hans-Martijn Roos, hmroos@legadex.com.

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LEGADEX Magazine | 2019

TREND

Why it’s good to be agile The up and coming way of working in the legal sector Even the most conservative lawyer can’t have missed it: the onward march of smart, agile working. To find out more, Legadex’s Luc van Daele spoke with Rik de Groot, Agile Organisation Consultant at Xebia, about how, exactly, the agile way of working can help legal services become more innovative.

Text Annemarieke Noordhoff Photos Xebia

38

Despite the hype, agile isn’t new. In fact, not only is it not new, it’s been around for more than 20 years, initially proving its worth in ICT, followed later by other staff departments. Xebia’s Rik de Groot helps teams, managements and entire organisations adopt the agile way of working, including, and increasingly, legal teams in financial institutions: “I teach some teams how to deal with an agile environment, because there’s often a wide gulf between the way a legal team works and an agile environment, but I also help legal teams to work in an agile way themselves. That pays dividends,

because legal problems and issues are becoming so complex that lawyers have to become more and more effective in terms of how they use their time. This is one of the major benefits of agile working.

Enhance effectiveness “Agile is an approach that helps teams to resolve issues. For example, if you have too few people, structurally, or if you want to be able to react to requests from the organisation more effectively and without constantly running out of time.

Agile consists of two strands: on the one hand, the ‘soft’ side of mindset, leader-

LEGADEX Magazine | 2019

ship and culture, and on the other the more tangible aspects, such as processes, meetings, structure and roles, plus forms of implementation such as Scrum, Lean and Kanban. These are different methods that fit different types of organisation, but which share a number of recurring elements.

Flexible and multidisciplinary “The four key elements that recur in all the methods are a flexible strategy, multidisciplinary teams, working in short cycles and transparency through knowledge-sharing and visualising progress. Also, tasks and activities must be transferable, because

Rik de Groot • Studied computer science and later organisational psychology • Worked as an ICT consultant in the 1990s and early 2000s • Joined Xebia in 2005 and was appointed Agile Organisation consultant shortly after • In 2013, published the Agile: pocketguide voor wendbare organisaties, an ‘evergreen’ on managementboek.nl • Has coached the legal and other teams at Rabobank, ING, Florius and other organisations

39

LEGADEX Magazine | 2019

TREND

you want to continue making progress even in peak periods or if someone is ill.

To ensure this, you make transparent what has been achieved each day, even if it’s only small steps because, for example, you’re dealing with a complicated contract involving weeks of work. The underlying thought? That problems are becoming too big and complex for one person to solve alone. This is especially true of the legal sector. You must dare to transfer, brainstorm, discuss and make knowledge transparent. To move away from individual autonomy and towards the autonomy of the team. That can be quite a change for lawyers used to working independently in their own area of expertise, but the fact is, you’re more effective as part of a team.

Help, our organisation has moved to agile working! What now?

40

Lawyers often assume that an agile working environment must be tantamount to chaos. You’ve just completed a contract and two weeks later they start doing it all completely differently. To prevent this, make sure you are present at key meetings as clear planning is an important part of the agile way of working. The ‘refinement’ and the ‘sprint review’, for example, are useful meetings because they’ll tell you what stage the team has reached and the issues they’ve encountered. This will allow you to intervene in good time, such as before the launch of a cloud process. And if there’s a risk to privacy-sensitive data, you don’t want to only discover this at the contract negotiation stage. Your position will be stronger if you advise on risks beforehand.

New insights “Working in short cycles and submitting deliverables – cases – daily automatically creates a need to make work measurable.

How else can you allocate tasks and know what’s been completed when?

The discussions about this and the process leading to it are very interesting. For instance, you’ll suddenly hear that a colleague takes two weeks to finalise a contract that you would complete in two days. How is that possible? Do you work more efficiently? Or does your colleague always get the difficult queries or contracts? Making what you do transparent leads to new discussions – and new insights that can help a legal team to work more efficiently. Lawyers often tend to keep information close to their chests, something that can work against them when the pressure increases because the most common reaction is to withdraw further and work even harder. This makes overperformance a significant risk given lawyers’ huge sense of responsibility, and it can break them apart.

Setting priorities “As long as the volume of work remains within manageable limits, teams see no need to work together. But if the pressure intensifies and the work becomes more than a team can handle, it becomes necessary to prioritise. Taking on more staff isn’t the answer, because, as well as creating a top-heavy organisation, you’ll also be working far more inefficiently.

Meanwhile, the pressure from outside continues to grow. And if your organisation hits the news, and a consumer rights

LEGADEX Magazine | 2019

Practice what you preach Consultancy and ICT firm Xebia, where Rik de Groot works, is a textbook example of the agile mindset. Its approach and structure are characterised by entrepreneurship and autonomy.

In line with the ‘cell structure’ management style devised by Eckart Wintzen (Eckart’s notes, 2007), units never exceed 50 or so people. And if a unit grows too big or a team identifies new opportunities, they can start a new unit as long as they have a convincing argument. Xebia’s head office in Hilversum, the Netherlands, reflects this dynamic mindset: graffiti and comfy furniture encourage people to think widely.

programme is at the door, it’s legal that has to talk to them. At the bank where I’m currently working, I see that the stricter legislation and regulations emerging from The Hague and Brussels are adding more pressure. All these expectations are forcing legal teams to work more efficiently. Agile can provide the answer.

Working with regulatory authorities “The answer lies in cooperation, sharing insights and knowledge and learning to make choices. Not everyone in a team has

to know everything their colleagues know, but it is important that specific knowledge or tasks are transferable. And that you know how much work the team as a whole can get through and that, based on this, you make informed choices, such as when or not to go for an out-of-court settlement.

Or which contracts pose a big risk and which a small one. By making this clear to everyone, you help the organisation as a whole. My experience is that you can also go to your clients and even the regulatory authorities and tell them that what they are asking for is unrealistic; that you can do these things within the specified timeframe, and the rest later. But you can only say this if you know exactly how much work you, as a team, can deliver.

Team spirit “The ability to allocate work and to be transparent about how much work you can do and the results it delivers both require trust. In other words, team spirit, because you are in effect making yourself vulnerable. And not just regarding your own performance – lawyers also often need to overcome an ingrained reluctance to share specific knowledge. This is why agile requires a new mindset. The team really has to believe in it. This creates a team spirit in which the members dare to share and be transparent about what they can produce and deliver. And that, in turn, requires a different kind of leadership. It’s no longer about judging the performance of the team or its individual members; it’s

about making sure the work is transferable and clarifying what you as a team can manage. Actually, this is also true even if you aren’t working agilely. This gives lawyers much more pleasure and pride in their work, and for the first time they can clearly see how much they are doing.

As a manager, you help them by setting priorities and then letting go. Support and trust the team in how they do it.

This requires a different mindset from management.” ¾

5 reasons to work the agile way Why legal is choosing to go agile

- Peer review boosts the quality of your work. Where you’re stuck wrestling with an issue, your colleagues may immediately see a way to resolve it.

- You broaden your knowledge – including outside the legal sphere – and benefit from new insights.

- Your team makes clear choices about what to tackle, enabling you to work more effectively.

- You improve your relationship with those around you by stating in advance what is and is not possible.

- You and your team’s other members work at the same pace and rhythm.

LEGADEX Magazine | 2019

41

INTERVIEW

The state of our partnership is strong Legadex’s partnership with legal software specialist effacts, part of Wolters Kluwer, has morphed from a fairly basic database solution into a suite of slick, time-saving, high quality managed legal services that include decision trees, intuitive workflows, comprehensive cloud services and e-signature solutions. We spoke with Maurits Annegarn of Wolters Kluwer and Jacqueline Bloem of Legadex about the evolution of the partnership, where they see it going – and the upcoming expansion of the effacts offering and accompanying rebrand into Legisway.

Text Alastair Bruce Photos Geert Snoeijer

The Legadex-effacts relationship goes

non-legal staff in how to use it.

back 10 years – almost ancient

So how have the partnership and

history in software and business

platform evolved?

services. Yet it remains fresh, because the underlying logic of using smart

Jacqueline: “In the early days, we

software to create efficient legal

worked closely on projects, but we

services that shake up an industry

each had a separate relationship with

remains as valid as ever. But it also

the client. The difference today is that

remains fresh because the relation-

while we are still two separate firms,

ship, services and business model

we are very tightly integrated in

continue to evolve.

terms of our offering and service to the client.”

42

Logical combination of software platform and service provider

Maurits: “The nature of what we offer

In the beginning, the partnership

has changed too. effacts has gone

worked like this: effacts would set up

from a pure legal-entity-manage-

the databases and workflows, and

ment solution to a more all-in-one

then Legadex would come along and

platform for the legal department.

fill the system with content, often at

Today, it includes dashboards for

the client’s offices, and

contract management, data privacy,

train the customer’s paralegal and

insider trading, including relevant

LEGADEX Magazine | 2019

“ You can find contracts and company structures in just a few clicks, and the software can be tailored to the diverse wishes of our clients.”

- Jacqueline reporting, alerts, and so on. The

what a client needs. We have done so

effacts platform has become a broad

many implementations together that

tool for the corporate law depart-

we are now really familiar with what it

ment; a dashboard for all legal

takes to migrate old databases. This

activities rather than just a database

usually makes it a simple job for us. We

with a single purpose.”

advise which contracts should or should not be entered into the

What has driven this evolution?

database and what requirements that information must meet. This enables

Jacqueline: Three things. First of

us to add value for both contract and

all: mutual recognition of how we

entity management.”

complement each other. Secondly, the opportunity offered by evolving

What issues do you typically run into?

client needs. And last but not least: effacts’ commitment to growing the

Maurits: “One is that, among general

functionality of its platform.”

counsel and legal departments, we see a fear of losing control. This leads

Maurits: “From our point of view,

them to put a lot of unstructured

we benefit from Legadex’s legal

information into a database. The

knowledge. On the software develop-

problem with this is that it can create

ment side, they can help us to create

a lot of ‘noise’. Also, clients can

new features with a logical and

underestimate the implementation

legally sound structure. Our consul-

side. They may hire a temp or assign

tants are very tech-savvy with the

internal staff to cope with the

system, but they are not dedicated

workload, but they forget that the

legal experts. Also, Legadex can

output should be of high quality and

advise our clients on how to make

their work needs to be monitored. This

full use of the software so that they

way of dealing with a project is also

get the most out of its possibilities. In

extremely vulnerable; we all know the

other words, Legadex can help our

term ‘rubbish in / rubbish out’.”

clients to realise benefits quickly. And that, in turn, helps us.”

Jacqueline: “Yes, companies often simply don’t have enough people, or

Jacqueline: “effacts is user-friendly

the right people, to get their database

software. You can find contracts and

and workflow up and running within

company structures in just a few clicks,

a reasonable timeframe. We work on

and the software can be tailored to the

the basis of a clear project plan with

diverse wishes of our clients. Our legal knowledge and our experience with

defined deliverables in terms of output and timing. The work is

effacts means we can quickly assess

performed by our internal team of

LEGADEX Magazine | 2019

43

INTERVIEW

effacts-certified counsel and parale-

Legadex offices. This flexibility enables

in startup and scale-up companies.

gals. This enables us to complete

more efficient work processes and

Sometimes, these only receive

implementation projects within a

typically results in substantial cost

attention when there is a legal

couple of weeks, for smaller compa-

savings for the client.

conflict. Or they find themselves

nies, and several months for corporates with over 100 legal entities.

having to deal with a backlog. We often see that financial directors at

Without such a structured approach,

Many smaller and mid-sized companies lack a professional legal informa-

companies run the risk of never

tion and workflow platform as they

into compliance and risk manage-

getting their database and workflow

feel that it is too complex and too

ment on a legal level, but there is

fully filled, up and running.

costly, or because they simply don’t

nobody in the company who is responsible or equipped to do

And what happens then?

know what is available. Many companies, especially SMEs but large corporates as well, also find it difficult

LegadexOnline, because it supports

They tend to become disappointed.

to attract the right people, often

exactly the kinds of services these

Also, an important part of the

experienced paralegals, to do this type

companies need, is an excellent

implementation project is to educate

of work. Or, there’s simply not enough

solution for this category of

stakeholders within the company to work with the platform. If that

of it to create a full-time position.

companies.”

doesn’t happen, the risk is that the

This is where LegadexOnline comes in.

Jacqueline: “The LegadexOnline

platform will barely be used. We are

Legadex’s HassleFreeLegal concept

concept was developed for smaller

often hired by companies that have

supports such companies in a flexible,

and mid-size companies who either

fallen behind with updating their

professional and cost-effective

have no in-house legal counsel or just

corporate information and contracts,

want a small legal department. It is

and so end up with compliance and

manner with effacts-certified paralegals. This enables companies

transparency issues. We update all

to outsource their commodity legal

appeal for Private Equity investors

the information and take corrective

work to Legadex and use the effacts

and their participations is especially

action. Once that has been done, the company can proceed with its

platform and license as part of their

strong as not only can we manage

Legadex managed services.

their daily legal needs via

own staff, or we can take care of

LegadexOnline provides clients with

LegadexOnline, but they can use the

future work with our managed

24/7 access to entities and contracts,

database to pull information togeth-

services team.”

an always up to date single source of

er, ready for a future divestment.

truth, qualified and dedicated legal

When you collate and structure basic

support, compliance and auditability,

information with an eventual sale in

and predictable fees and savings.

mind, it becomes a lot easier and

LegadexOnline: the benefit of cloud-based managed services Over the last few years, effacts has moved from on-premise software to cloud-based services. This has enabled

such companies need more insight

the corporate housekeeping.

flexible, low cost and reliable. The

quicker to set up a virtual data room

What triggered effacts and Legadex to integrate your services?

Legadex to expand its offer via the

whenever the moment comes to prepare for a corporate divestment.

This makes this offering particularly

effacts platform as most of the work

Maurits: “We see that legal aspects

appealing for Private Equity partici-

can now be now be done at the

are generally not the primary focus

pations, and we already have quite a number of happy clients in this category.”

44

“ We benefit from Legadex’s legal knowledge and effacts’ expertise. Our consultants are very tech-savvy with the system, but they are not

Coming soon: more functionality and a new name Since effacts was acquired by Wolters Kluwer in 2015, the company has been able to step up the pace of software development and has added many functionalities in the last couple of years. Effacts can now integrate

legal experts.” - Maurits

with more solutions than ever,

LEGADEX Magazine | 2019

Jacqueline Bloem After studying notarial law at the University of Utrecht, Jacqueline joined Legadex in 2012. As Team Leader Corporate, she is specialised in project management relating to corporate housekeeping and contract management, in addition she coaches and trains 20+ young support lawyers / paralegals within Legadex.

Maurits Annegarn

including the most popular e-signa-

Kluwer’s recent acquisition of

ture solutions, but customers can also

Legisway, a French legal software

choose to make their own connectors.

provider for mid to large-sized corporate law departments. In the

How do you see effacts developing?

coming months, Wolters Kluwer will

Maurits joined effacts in 2011, becoming its seventh employee and first business consultant. After Wolters Kluwer acquired effacts in 2015, Maurits became part of Wolters Kluwer’s global Legal Software organisation. Today, as Segment Manager for the Corporate Legal market, he is responsible for the launch of new software solutions and making sure the Wolters Kluwer Legal Software portfolio fits the needs of the modern Legal professional.

launch Legisway Enterprise (the Maurits: “First, we are expanding our

Legisway product formerly known as

portfolio with new products in 2019.

Contrat’tech) in several more

The first of these is Legal

countries, including the Netherlands.

Kluwer is now able to cover all the

SmartDocuments, a document

Legisway Enterprise is similar to

different needs of the corporate legal

automation solution. The integration

department.”

of Legal SmartDocuments offers the

effacts but expands its functionalities with an advanced legal manage-

ability to create documents and

ment solution featuring dynamic

contracts by using information already

workflows, embedded legal expertise,

in effacts. This changes the work of a

contextual data entry and much

What impact will the rebrand from effacts to Legisway Essentials have on your clients?

legal counsel from being reactive to

more. In a way, it is the perfect step

proactive. It makes them a strategic part of the governing

up from effacts for a Legal team that

Maurits: “It is business as usual. Your

is looking to truly take control of all

usual dedicated team will remain

body rather than a hurdle. These

legal operations.

your point of contact and we will not

new product developments are all in addition to the current, more basic templates our software offers. Very

change anything in the software and

What are your plans regarding Legisway and effacts?

exciting developments for our new and existing customers.”

related materials, besides the logo.

This change will be done in a phased approach, and you might still see

Maurits: “The decision to rebrand

effacts popping up now and then this

effacts as Legisway Essentials was

year, but that’s it. Beyond this, we are

The other big news is that effacts is

made in order to highlight this

looking forward to expanding our

to be rebranded as Legisway

journey. With an expanded portfolio

partnership with Legadex to include

Essentials. The move follows Wolters

under the Legisway brand, Wolters

the entire Legisway portfolio.” ¾

LEGADEX Magazine | 2019

45

EVENT

roundtable | 15 may 2019

Cyber Risk & Due Diligence The annual joint meeting of Legadex and the Association for Corporate Growth, ACG Holland (www.acg.org/holland), took place in Loetje aan’t IJ, in Amsterdam on 15 May. Guest speaker Romano Herrie spoke about the increasing impact of cyber risk on companies and how to incorporate this when doing due diligence to sell a company. Luc van Daele and Morad Kada explained how Legadex includes cyber risk as part of the firm’s virtual data room and due diligence preparations.

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LEGADEX Magazine | 2019

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LEGADEX Magazine | 2019

EXPERT

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Accelerating the contract lifecycle, it’s all about doing and data for Weagree LEGADEX Magazine | 2019

Weagree’s contract automation solution is already sending a shudder through the legal industry. And now this Legadex partner is shaking up the legal profession further with contract lifecycle management, ‘AI’ and other smart contracting solutions. We spoke with Weagree’s founder Willem Wiggers about the firm, his vision, what he’s learned and their ambitions.

Text Alastair Bruce Photos Geert Snoeijer

Weagree was formed in 2006, but its

practice. And five more years at DSM,

contract know-how. He did: it needed

gestation began years earlier. With

Linklaters and Philips.

to improve its model contracts and

founder Willem Wiggers’ foray into

their accessibility.

studying mechanical engineering

Wiggers didn’t know it, but his

(which he quit after a year, but not

combination of engineering interest

before acquiring a useful under-

and legal experience would be ideal

What you need is something users like…

standing of software and program-

for the fork his career would take.

And then Wiggers said something

ming). With his subsequent law

This started to emerge in 2006 when

fateful: “I told him they should put

degree and research at various top

an ex-colleague asked if he had any

their contracts into a database or

institutions worldwide. With five

thoughts on how his multinational

years in Allen & Overy’s M&A

company should deal with its global

centrally managed system. This would make templates so easy to use

LEGADEX Magazine | 2019

49

EXPERT

“In our case, we already work with flexible templates. And so, to set up your contract management system, you only have to tick those contract data that you want to manage.” that people would want to work with

automation, you need to change

these model contracts rather than

mindsets as well as processes. And he

their own.” The next question, of

learned something else surprising:

course, was how to do this. “I was like,

start with what you have rather than

‘Well, this may be very difficult,

first try to develop perfect model

because you need someone who is an

contracts. Not because perfect isn’t

excellent contract drafter and who

better, but because it provokes

also has insight into technology and

endless discussion in place of action.

software’. And then he looked at me as if to say: ‘What about you?’”

“It is better,” Wiggers says, “to accept that automating contracts is not a

Even in 2006, the idea of automating

one-time thing anyway – it’s an

contract drafting wasn’t new. Wiggers

ongoing, never-ending process with

himself had previously been involved

challenges of its own.” Companies

in some contract automation

need to experience the benefits of

attempts “and discovered what didn’t

innovation – even if the contracts

work”. With that and the conversa-

themselves are not initially optimal

tion in mind, he spent his evenings

– because this will make them go on.

designing software specifications, found programmers to develop a prototype and the ball started rolling.

Or it would have done but for the aftermath of the 2007 crisis. “We had our post-prototype solution ready in 2007, when no-one was thinking of spending money on new things, let alone of stepping into an innovation project.” It took another year for Weagree to find its launching customer: chip-machine maker ASML. This was soon followed by research organisation TNO,

50

AkzoNobel, Endemol Shine and organic food company Wessanen.

Find the bright spots It was a steep learning curve, but also a useful one. He learned, for example,

Leveraging Legadex Besides collaborative content creation, it’s Weagree’s strategy to team up with other legal-industry challengers. Legadex is one of them. The two firms have already done projects together and there are more in the pipeline. Legadex provides Weagree with expert hands and know-how to help it build templates and fill Weagree’s application with model automated contracts. Working with Legadex increases Weagree’s speed and flexibility, allowing it to grow its existing business while also focusing on new functionalities.

that to make a success of contract

Find the bright spots, avoid focusing on possible problems.”

Experiencing is believing “We see companies struggling for years on making a contract template ‘perfect’ – it is trash-in trash-out, they think. It’s what many think. We have seen cases where the head of legal decided to just start, instead.”

What happened? “People involved,” Wiggers explains, “felt that automating the contract created momentum.

They clearly feel responsible for the end-result.”

And they start sharing suggestions for improvement. In no time, these

LEGADEX Magazine | 2019

templates have been perfected – in a first round involving the ‘ambassadors’ within the customer, and a second round involving their col-

Use case 1

leagues and clients. “This illustrates that lawyers may focus – for good reasons – on preventing possible problems. But they may also overlook the bright spots and that starting less-perfectly can unleash higher

2

engagement; a shortcut to perfection.”

3

“Faster” means accelerating to better It’s something Wiggers witnesses over and over: once people experience automated contract creation in

4

Pick a contract: There is no right approach to implementing contract automation. The general advice is to start small, often with an NDA tool or strategic purchasing. Or determine where your legal requirements hurt your business the most. Or ask which three types of contract keep your business afloat (risk factors). Or determine which three contracts you use the most (efficiency drivers).

Pick people: Identify implementation ambassadors (your contract innovation leaders). Choose a mix of senior and junior, leaders and foot soldiers, and avoid people with a ‘not invented here’ mindset.

Lay out a vision: Formulate a vision of what you want to achieve in one year or three years’ time. Something motivational that people will get behind with their hearts and minds. “More fun”, “nicer work”, “less routine” and “business advisor” beat “operational efficiency” and “shareholder value” every time.

Get going: Start using your automated templates.

action, the accelerated turnaround,

LEGADEX Magazine | 2019

51

EXPERT

higher quality and the ability to

from, on average, three days to

agreement you can possibly find.” It

create contracts lower in an organ-

merely two to six hours. Over the

has parameters that impact on each

isation creates pull from within. It

first four years, BASF doubled the

other, plus intellectual property

also leads to many more contracts

volume of contracts they created.

rights, regional licenses and options

being created and signed – which

Doubled year on year.”

that cover royalty calculations,

means less risk.

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payment in instalments, secondary

Start small, unless you start big

rights, evaluation programmes and

The upshot is that companies that

That kind of contract, focused,

so on. “They create each licence with

use contract automation generally

limited and easy to oversee, is a good

our software,” Wiggers notes. And

enjoy better legal protection. When

way to begin. But Wiggers stresses

Endemol Shine does something else,

BASF, for example, shuts down one of

that there is no one ‘correct’ way to

too – the company exports those

its 40 plants for routine maintenance, it may need to manage

introduce contract automation.

contract data into its IT system. Cue

“What helps, depending on your

what Wiggers views as the next big

hundreds of suppliers working

challenge, is that you start small,” he

opportunities: collaborative contract-

on-site over a month-long period.

says. “Start small and celebrate quick

ing and integrated contract-data

Precision planning and adequate

results.” Non-disclosure agreements

management.

arrangements are crucial. The

are a favourite.

purchasing agreements related to

But Wiggers has also seen customers

such a shutdown can exceed 100

plunge in with their flagship agree-

Data and AI are creating new opportunities

pages each. Wiggers: “Once they

ment: “Endemol Shine started with

The move to automating contract

automated that document, they

its TV-format licence agreement, and

management began eight years ago

measured a response time reduction

I think that’s the most complex

with Weagree’s collaboration with the

LEGADEX Magazine | 2019

8 reasons to join the contract automation wave 1 2 3 4 5 6 7 8

Minimise your legal department’s response time.

Save time and improve your productivity Improve the quality of your contracts (no ‘noise’) Shorten the time-to-signature transaction cycle Comply with contracting requirements Optimise accessibility of your contract templates and model clauses and the processes of maintaining them Get one-click insight into workflow and transaction statuses Make your people happier by making their work easier

United Nations. The project involved

solution or CMS. “Currently, Weagree

“We already know that you want to

writing an implementation pro-

captures the full contract cycle, from

manage on payment terms, termina-

gramme related to nine model

the creation of a term sheet or letter

tion date, notice period, and our users

contracts and automating them for

of intent to expiry of the definitive

can add whatever other types of

use by SME in developing countries

agreement resulting from it, and

contract data, based on their contract

and elsewhere.

organises and manages all contract

automation templates. They maxi-

data. Now, when we were developing

mise the value in their contracts

This then led to a contract automa-

this, we discovered that although our

more easily and to a greater degree

tion website, launched last year. As

contract automation application

than a traditional CMS can possibly

part of this, the UN wanted to

wasn’t written for contract manage-

achieve. And this is why, if you

research users’ choices and prefer-

ment, we actually knew an excep-

have already automated your core

ences. “So, we built artificial intelli-

tional amount about managing

contract templates in Weagree,

gence analysis into our tooling,”

contracts and contract data, without

it takes us only a few minutes to

explains Wiggers. When he men-

knowing it.”

implement contract management.

tioned this to other people, they

We’re also disrupting this market.

asked if Weagree also offered

Leveraging ‘unknown knowns’

One-click access to their contracts

contract management. “We didn’t,

Wiggers realised that automating

and data is something our users like.”

but we realised that with this

a contract entails an exercise in

artificial intelligence tooling, doing

collecting data and managing it into

Ambitions to disrupt

this was a logical next step. So, we

a contract. If they could extend that

Disruption comes up time and again

defined what would be necessary and

data collection and add manageabil-

in conversation with Wiggers, and it’s

started looking for a customer to

ity options, like email alerts for

firmly at the heart of the firm’s

develop it with.”

deadlines, renewal dates, a repository

roadmap – including upending

and so on, Weagree would extend

Weagree’s own business model.

document automation into true

Central to his vision is what Wiggers

contract management. “And that’s the

calls ‘collaborative contract creation’.

interesting thing, because if you don’t

Recent features include making

come from the contract creation side,

Weagree contract questionnaires

you have to set up a database and

‘shareable’ with a customer’s guests

“Start small and celebrate quick results.”

create something called a contract

and offering a user-friendly API so

From this came the joint develop-

management tool.” You’re starting

customers can embed Weagree in

ment with three customers of a full

with a blank sheet and having to

contract lifecycle management

guess at the inputs you will need.

their own IT landscape. This allows two-way connections with

LEGADEX Magazine | 2019

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EXPERT

SharePoint or other document

money? First, in drafting the initial

and automatically add the correct

management systems.

complex agreement and negotiating

entity name to each one. And when

it. Second, by running the closing of

you hit print, 300 Word documents

The big disruption, though, is the

the legal entities that are being

roll out at a rate of 4 seconds each…

development of smart, contextual

financed or acquired. If you have 100

Whatever happens next, there is

functionalities that will make it

legal entities with three documents

clearly no going back for the legal

possible to automate a huge chunk of

each, that gives you 300 documents

profession. ¾

a law firm’s work. “Imagine a financ-

that all need to be correct.”

ing transaction with a shareholder

Now imagine that you automate that

resolution, board resolution and a

closing process. You answer three

deed of pledge,” Wiggers explains.

questionnaires, replicate each 100

“Now, where do law firms earn their

times, finetune the desired variables

Roll-out & Use

Incorporate in daily work

Start using!

Identify User groups & template requirements Preparations for use

Training

Upgrade model contracts

Contract drafting conventions

Content: model contracts

People

Legal dept Select & upgrade model contract clauses for Clause library

Weagree Non-legal (IT, staff depts)

8 steps to implementing contract automation 1

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2 3 4

Establish contract drafting conventions that support both upgrading model contracts and inserting them into the Weagree Wizard Upgrade your model contracts Select and upgrade the clauses of your model contracts for insertion into the clause library Identify your user groups and their template requirements

5 6 7 8

Train your administrators Prepare for use (insert templates and optimise Q&A) Start using!

Incorporate into daily work (this will probably require a change management programme)

LEGADEX Magazine | 2019

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