Posts Tagged ‘Efficient drafting’

NVCA ASAP: Welcome to the future of VC deal drafting

Thursday, November 4th, 2010

Automatically draft all your deal documents at the same time!

If you’re a corporate lawyer whose life involves deal work for growing companies, chances are you’re intimately familiar with the National Venture Capital Association’s model legal documents.  This set of eight documents is immediately recognizable to most firms that practice in this space, and whether firms use the documents in their original form or modify them to suit their preferences, most would agree they are the gold standard for venture capital investment transactions.

The NVCA says these documents “are intended to reflect current practices and customs, and . . . one of our goals in drafting these documents is also to reflect “best practices” and avoid hidden legal traps.”  The documents contain explanatory footnotes and are widely believed to present a fair balance between VC- and company-favorable terms.  According to the NVCA, use of these documents is also intended to “reduce transaction costs and time.”

And that’s where we come in.  At Brightleaf, our goal is to bring intelligent document automation to lawyers everywhere.  For law firms, this means helping them respond to client demands for increased value and efficiency in the way they produce documents.  And the NVCA’s data shows that firms are producing a LOT of their documents.  Even in 2009, an admittedly slow year, law firms drafted documents for deals representing over $15 billion in venture capital investments.  And most people agree that the current production method for these documents is inefficient at best.  According to the NVCA, “our industry on a daily basis goes through an expensive and inefficient process of ‘re-inventing the flat tire.’”  The NVCA responded to this problem by drafting form legal documents everyone could use, and we’re taking the next logical step: automating the NVCA documents.

How did we do this?  Our team of experienced corporate lawyers reviewed and identified each of the substantive questions and structural possibilities in the NVCA documents.  They then used our Microsoft Word-based Template Factory to turn these documents into automated templates for law firms to use.  There was no programming involved and the process took days, not months.  The result?  With just a couple hours of training, lawyers can now log into Brightleaf and draft the NVCA financing documents in a way that’s more intelligent and efficient.  That makes the lawyers AND their clients happy.  And we think this is pretty exciting.

b.leaf in Mass High Tech (again!)

Wednesday, October 7th, 2009

Another nice mention in Mass High Tech today–this time in Jim Shakenbach’s article on the use of automation technologies to manage growing regulatory and paperwork burdens.

Full article here.

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b.leaf from our intrepid embedded 2L correspondent

Monday, September 28th, 2009

Note: Akshara Kannan was a completely great 2009 Brightleaf summer intern.  We miss having her around.  But here’s the next best thing: during the year, she will occasionally share her thoughts here on how contemporary legal education is preparing her for the changing world of legal employment.

When I began my summer internship at Brightleaf Corporation I had just survived the infamous 1L year of lawschool. I knew Rule 12(b)(6), res ipsa loquitor, and all of the other things 1Ls think make or break their careers.  But most importantly, I knew that the economy would pick up by the time I graduated and I would be fine. How did I know this? When I entered law school, they said that 94% of their graduating class had a job within 9 months. The world needed lawyers and I was going to be one. After all, I got good grades, made the National Trial Team and I was in a Clinic. I had big dreams of running down a Manhattan street in my power suit on my way to some major law firm where I would work my way up the ranks. There was no reason for me to worry, right? Wrong.

I came out of my internship with a completely different frame of mind. The idea that I would need skills that law school didn’t give me had never crossed my mind before then. Didn’t they want us to be prepared for our future careers? How had I never heard about the inefficiencies of law firms? How did I not know about the economics of firms?

In trying to answer these questions, one professor came to mind. My 1L Property professor had been the only one who had taken the time to talk to us about things we would need to know. In the “Last Ten Minutes” we would discuss a variety of issues, from interviewing to billable hours. So, I went back and picked his brain one more time.

He had spent years working for a big law firm down in D.C. While he was there, he suggested document automation to his firm and oversaw the implementation. Now, he teaches his Estates class how to use the system to quickly make documents from templates. So, I asked him why other classes or even law firms never discuss that? He responded with another question. What was your major in undergrad? I immediately saw where he was going with this and quietly mumbled “political science.” And there it was. Most lawyers do not have a background in science and are not as receptive to the use of technology as a result.

He also explained that this was the same basic reason as to why many law firms are not managed well. The skills we use as lawyers do not always translate to management skills. Does it really make sense that the lawyer with the most billable hours should end up running the firm? As much as it pains me to admit it, probably not.

Lawyers and law schools need to reevaluate what is important in today’s legal world. The advancements in technology and changing business models are lost on most of us. If we don’t make an attempt to catch up, we will fall hopelessly behind on the curve.

Mini-bleaf: German contracts and efficient drafting…kurz ist nett

Monday, September 21st, 2009

In a meeting last week, an AmLaw 100 partner related to us that he had just completed a commercial transaction in Germany, where, under the German Civil Code, the contract had to be read aloud in the presence of a notary before it could be executed.  While this initially struck us as archaic and inefficient (and about as entertaining as listening to Andy Rooney narrate the changing seasons), that partner continued to point out the convention’s one hidden benefit: brevity.  Because each German drafting party knows that they’ll eventually wind up sitting around a table in Freiberg or Bremen listening to a recitation of their work, there is very little tolerance for hyper-parsing we see so often in our US contracts. 

For example, according to the partner, German representations tend to be very terse: “the seller represents that he or she has no knowledge of any material environmental liability on the premises” rather than, “the seller, and those persons named on Schedule F attached hereto each jointly but not severally covenant, represent, and warrant that they have no knowledge of any material environmental liability on or emanating from the premises, where “knowledge” means not only the actual knowledge of the party making such covenant, representation, or warrant, but also the imputed knowledge of such facts and circumstances which would said party would have perceived if they had undertaken a reasonable investigation of those premises no less frequently than annually, and where “material” shall mean “likely to result in total costs of investigation, remediation, or adjudication in excess of fifty thousand dollars ($50,000) USD.”

All in all, an interesting way to force efficiencies into contract drafting.  Increase the pain and expense associated with long-windedness and you tend to get more conciseness.  Maybe if we installed a device here that would jolt our correspondents with 5,000 volts when they exceeded 300 words per bleaf, we could achieve the same effect.

Kurz ist nett (“concise is nice”).

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