A KM Lawyer’s Quick Guide to Document Assembly

28 Jul

assemblyby Lisa Houston, Knowledge Management Lawyer, Dentons Canada LLP

Implementing and supporting a document assembly initiative can be a daunting task, especially in the first year or so. Having some best practices and lessons learned from others who have trod that ground can be a big help. So, allow me to share one Knowledge Management (KM) Lawyer’s recollections of her early days leading a document assembly initiative.

When our global firm’s Canada region decided to implement the well-known Contract Express document assembly solution, KM led the initiative. A lean team of KM lawyers and content specialists kicked off a pilot with three practice groups, while our counterparts in our firm’s US region conducted their own parallel pilot.  Here is some of what we learned along the way.

Getting Started with a Good Pilot

We piloted Contract Express with a handful of interested lawyers and paralegals from our banking, corporate, and entertainment practices. Each group selected a collection of documents for our team to convert into templates; fortunately, the selected documents all proved to be well-suited for document assembly.

Our entertainment group chose documents used in film production financings and our finance group provided documents for a simple secured financing. Both sets were ideal for a couple of reasons.  First, they were documents for more “commoditized” transactions in that they are used time and time again on similar, smaller-scale transactions, usually by the same group of lawyers and paralegals and for the same client or type of client.  While elements of the main agreements might change based on the business terms, most of the documents remain the same from one transaction to the next. Second, both sets contained everything needed to complete the transaction from start-to-finish. One of the great things about document assembly software like ContractExpress is that one can not only create individual templates to generate one-off documents, but also generate all of the necessary associated documents for a transaction using a single online questionnaire and “master” template.  The time saved by generating multiple documents at once – compared with drafting each individually – is priceless.

Unlike the entertainment and finance groups, our corporate group selected documents that were not meant to be compiled as a set; however, like the financing documents, each of the corporate documents was a model document used frequently for many different clients. The corporate pilot documents included, for instance, model non-disclosure and shareholder agreements.  These model documents also proved ideal for document assembly, having been prepared specifically for our start-up clients who preferred shorter plain English documents that are easily understood.  While the models are not one-size-fits-all, they are simple and flexible enough for a variety of clients.

Since then, from my experience working with a range of documents, I recognized that another prime candidate for document assembly is a model form of the primary document used on significant transactions or matters, such as a share (stock) or asset purchase agreement in merger and acquisition transactions. True, these agreements can be complex and the transactions highly-negotiated, meaning no model or template could cover every possible scenario or structure, and coding to cover everything would be a monumental task.  But, if one has a quality model document at hand – one that is heavily annotated with commentary and instructions for using variations of important clauses (for example, pricing provisions) and optional clauses – converting the model document into a coded template for document assembly is time well-spent.  With this template, lawyers can prepare a solid first draft in a matter of minutes rather than hours, leaving ample time to focus attention on revising the draft to account for unique or sophisticated elements of the transaction.

However, coding complex transaction documents like these does have one small drawback: first drafts inevitably are negotiated and revised and those changes might veer into the “static” text in the template (the text intended to remain the same from one deal to the next regardless of particular business terms and circumstances). So, if something in the business deal or document changes that is not a template variable (like, for instance, agreement date, number of parties, governing law of the document, and pricing terms), one of document assembly’s prime benefits – the ability to generate new versions by simply changing answers on the template’s questionnaire – is lost and the document must be manually changed from that point on.  Even so, considering the alternative, this potential drawback is no big deal.

Training and Supporting Document Assembly

Back when we piloted document assembly, four KM lawyers and two content specialists were trained to code templates and only one of us had any experience with document assembly; I had created some templates with another product (EnAct). We divided into groups, with one of us taking the lead with each of the pilot groups, and jumped straight into coding templates. Much of the advanced coding that became necessary we learned through trial and error and collaboration.  The manuals and Knowledge Base on the ContractExpress website became our new best friends.  It also helped that our colleagues in the US were devoting significant time to their own initiative, so that we could bounce ideas off each other and ask one another if we had already figured something out.

Through the significant time we invested in the beginning and our steep learning curve, we soon recognized expecting all of us to become coding gurus – or even top-notch trainers – was unrealistic. For one, with competing demands, not everyone had time to learn more than the basics or devote extensive time to coding.  We also learned that creating templates was not just about coding; we also would need to support the process in other ways.

While the KM content specialists (who do not have legal education) who received training became very proficient at coding, we knew that at least one person supporting or instructing the coders ought to have some legal knowledge and become an “expert” coder. As the KM lawyer lead on the project, I learned as much coding as necessary to code the templates for the pilot.  I have since trained others on coding and support the other people who do the coding by helping them with the more of the advanced coding and reviewing their coded documents. I also needed to devise and deliver a more formal train-the-trainer program to spread the training responsibility over a larger group and compile materials and create templates for common but complex coding tasks.

The other KM lawyers who had received initial training during our pilot continue to support our process in ways other than through coding. KM lawyers review the initial documents and meet with the lawyers who provided the documents for template creation to get more background or instructions.  They identify what needs to be coded and highlight the documents for coding, which are then passed on to the coding team.  They also help by writing and organizing questionnaires and trying out some of the coded templates before we ask the lawyers who asked for the documents to test and approve them.  At times, our KM lawyers also enlist and supervise law students working at the firm to do some of the non-coding work.

Advancing Document Assembly

Once word gets out following a successful pilot, requests for coded templates come pouring in; in our case, we quickly learned that KM could not support the volume alone. To keep up with demand, we needed to train people outside of our KM Department and we gave a great deal of thought who might be the best people to train.

We started by delivering presentations to various practice groups, describing how document assembly could enhance their work and how they should go about selecting materials suitable for coding. Having the practice groups identify the ideal documents for document assembly helps ensure the best return on our coding investment and manage the workload. We also ask practice groups to identify people within their group to be trained in coding documents. We suggest as good candidates for coding experienced legal assistants who know the practice well, senior paralegals, and junior associates, all both good with and interested in technology.  (One thing we discovered in our own training and by training others is that not everyone has an interest in or aptitude for document assembly coding.)

With every group that requests templates, the coding contingent grows and we develop coding and questionnaire expertise in more and more practice groups. This frees the KM document assembly team to continue advising, providing advanced coding expertise, and supporting others.

Involving Our Lawyers in Document Assembly

Recognizing that our lawyers’ time is best spent on our clients’ matters, we try to limit their time in the template creation process. We ask the lawyers who request templates for their help only at three points in the template creation process.

First, we ask lawyers for their time up front to meet with us and provide relevant background on the documents and any instructions for coding. Typically, this involves just a phone call after the KM lawyer has read and reviewed the documents and identified items needing clarification.

Second, we ask the lawyer to test the templates once they have been coded and provide any feedback to the person coding the documents. Every template is coded to generate a separate document that lists all of the pages and groups of questions (or variables), a Word document version of the online questionnaire.  We ask them to provide their feedback on both the questionnaire (using that document as their guide) and the generated document, and then mark those up before meeting with the KM lawyer if necessary.

Third, after coders have revised the templates based on the lawyers’ feedback, we ask them for a final review. When the templates are ready for use, we hold a short training session for all members of the practice group who will use the coded document sets to generate documents for live matters.  We suggest that all legal assistants in the group and any lawyers who might generate their own first drafts using the templates receive this training.  As for updating the templates, we expect the members of the practice group trained in coding will maintain the coded templates.

Anyone embarking on a KM document assembly initiative is wise to be prepared for enthusiasm from lawyers and demand for coded documents to spread quickly. Make a plan for how you will identify, train, and incorporate others into the team early on so you can meet the demand when it comes.

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4 Responses to “A KM Lawyer’s Quick Guide to Document Assembly”

  1. txmischief August 3, 2016 at 1:56 pm #

    Great breakdown of your process. Thanks for sharing. I noticed there was no mention of utilizing the firm’s training team to help with the training aspects of the project. Were they not part of the project team?

    • Lisa Houston August 3, 2016 at 5:20 pm #

      Thanks for your comment. When the pilot launched, the firm’s trainers were not on the core team. While most of the projects led by KM are highly legal practice-oriented, we felt the document assembly project in particular – involving the automation of contracts and other legal documents – called for an initial core team of people with legal expertise (KM lawyers) and people who were more familiar with the documents themselves (KM content specialists), at least until someone on that team could train others in coding legal documents. Now we train the trainers with the expectation that they will assist in providing ongoing support and eventually more of the coding training.

  2. JTullo August 3, 2016 at 4:24 pm #

    Thanks for sharing this. It is essential to have the lawyers on-board with the process, and understand what it entails. Not all firms have the luxury of KM lawyers, so questions regarding the subject matter need to be explained accordingly to KM staff/coders. Understanding the template before coding is carried out should be encouraged.

    Also, project management is essential when constructing document assembly templates. Deadlines should be clearly defined and met, in order to avoid incessant changes.

    Training is very important and I’m glad you covered it. Proper communication, responsibilities, and expectations should be carried out by all parties (legal, IT, KM).

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