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An insider’s guide to new corporate drafting tools

An insider’s guide to new corporate drafting tools. June 20, 2013. Speakers. John Gillies Director of Practice Support Cassels Brock jgillies@casselsbrock.com Meredith Williams Chief Knowledge Officer Baker Donelson mlwilliams@bakerdonelson.com Mary Abraham

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An insider’s guide to new corporate drafting tools

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  1. An insider’s guide to new corporate drafting tools June 20, 2013

  2. Speakers • John Gillies • Director of Practice SupportCassels Brockjgillies@casselsbrock.com • Meredith Williams • Chief Knowledge Officer Baker Donelsonmlwilliams@bakerdonelson.com • Mary Abraham • Principal, Above and Beyond KMKMAdvice@gmail.com

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

  4. What Business problems? • Expediting Service • Expanding Knowledge • Improving Quality • Minimizing Risk

  5. Employment Agreement Conveyancing Document Indemnity Agreement Comment Memo Agreements Option Counseling Memo Memos Purchase/Sales Agreement Shareholders' Agreement Research Memo Release Corporate Drafting Organizational Documents Status Update Articles of Incorporation Certificate Bylaws Disclosure Documents Opinions Tax Form Regulatory Document SEC Form Legal Opinion Bankers Opinion

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

  7. Optimal logical structure Taxonomical analysis Consistent with similar documents of its type/category Most conforming language for each clause Is each clause complete? Does each clause work? Editing Substantive editing Copy editing

  8. Function & Tools

  9. Exemplify: Paste In Language Start the analysis by clicking the “Analyze” button

  10. Exemplify: Results Exemplify shows the market result in a blackline format

  11. Exemplify: Additional Filters The original language can be further filtered as needed

  12. Exemplify: Strengths/ Weaknesses Strengths Weaknesses Cost Best when used to analyze one provision at a time No integration with Word New Company • No application hosting/ Web-based • No IT involvement • No Attorney Training • Great Comparative Data • Efficiency • Risk Mitigation

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

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

  15. kmstandards: Strengths/ Weaknesses Strengths Weaknesses Complicated UI Significant lawyer training required No integration with Word Each template is a standalone document: no clause bank for similar clauses in other documents Benchmarking function could be improved • No application hosting/ Web-based (No IT involvement) • Detailed comparative data • Analysis on macro/micro level • Benchmarking function • Create checklists from business variables • Efficiency: output is scalable • Risk Mitigation • Major upgrade since launch

  16. Business case • What is the Business Problem? • Comparison & Scenario Planning • Making the Business Case

  17. Defining the business problem • Technical Problem: • We need a tool to aid in the review of transactional documents. • Business Problem: • Transactional team is not efficient when drafting repetitive documents. • Issues in the drafting step by associates (i.e. industry nuances not easily discovered). • Issues in review steps by shareholders. (i.e. too much time spent in both initial and final review due to drafting).

  18. Comparison & Scenario Planning

  19. Comparison & Scenario Planning

  20. Making the Business Case

  21. Sample comparison

  22. Sample comparison

  23. Resources • Ken Adams, Adams on Contract Drafting • Ken Adams, A Manual of Style for Contract Drafting • Andrew Baker, ILTA White Paper • Matthew Butterick, Typography for Lawyers • Cassels Brock Corporate Counsel Bulletin Board – Drafting Tips • Cassels Brock Corporate Counsel Bulletin Board – Style Guide • Charles Fox, Working with Contracts: What Law School Doesn’t Teach You • Bryan Garner, Garner’s Modern American Usage • Matthew White, Enterprise Search

  24. Q&A

  25. Contact us • John Gillies • Director of Practice SupportCassels Brockjgillies@casselsbrock.com • Meredith Williams • Chief Knowledge Officer Baker Donelsonmlwilliams@bakerdonelson.com • Mary Abraham • Principal, Above and Beyond KMKMAdvice@gmail.com

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