An integrated system that applies business rules to manage contracts of the enterprise on a worldwide basis, from request, through contract creation, negotiation, approvals, distribution, and filing in a central, searchable repository, and that allows people and systems within the organization to access, analyze, and act on contract-related information to improve efficiency, consistency, reporting, and control.

Another outstanding IACCM Americas conference concluded yesterday in Fort McDowell, Arizona. A record 400+ attendees heard more than 30 presenters on the theme of “Collaborate to Innovate.” This was my second IACCM Americas, and once again IACCM delivered a number of informative and thought-provoking programs.

If I were to summarize the themes of the conference in one sentence, it would be:

Companies are entering into sub-optimal relationships, stifling innovation, and leaving a lot of potential money on the table by spending too many of their contracting resources trying to shift risk to the other side, while focusing too few resources on how the parties could work together more effectively to create additional value from the relationship.

IACCM is unique in bringing together both buy-side (procurement) and sell-side contracting professionals, and IACCM Americas and IACCM EMEA may be one of the few times that happens outside of the contract negotiation context. In fact, judging from the comments of several people at the conference, it seems that even within many companies the buy-side and sell-side contracting people rarely talk with each other.

With contracting relationships seemingly becoming more confrontational all the time, it’s refreshing to see an organization addressing this issue and trying to make a difference.

Added May 14, 2008. Note: On April 16, 2008, I became general counsel of Pontus Global, Inc., one of the companies mentioned in this post.

David Munn

I’ve been following developments in legal technology for the past ten years or so.  During that time the slow pace of adoption of game-changing technology by the legal profession has been disappointing.

Yes, nearly everyone uses email now, and we all have at least a rudimentary understanding of Microsoft Word (massive overkill for most of what we do), but we’re still fundamentally doing things the same way lawyers have for years. Technology allows us to do certain things faster, but many of the fundamental processes we use haven’t changed much in the 25 years I’ve been practicing law. And instead of having secretaries we now get to do our typing ourselves. How much progress is that?

 So when something comes along that actually promises to fundamentally change the way we work I take notice. That’s the case with a new generation of contract management systems now coming on the scene.

Contract management systems (aka contract lifecycle management systems or enterprise contract management systems) have been getting more attention from legal departments recently. And rightly so. Most companies are terrible at managing their contracts. (See Contract Management Is More out of Control Than You Think.) Contract management is an area that’s crying out for process improvement and automation.

Contract management is something that’s almost entirely done in-house, so the skewed incentives of private practice don’t enter into the picture. In-house lawyers should have an incentive to adopt technology that will improve their processes and efficiency. Yet in spite of all the benefits promised by the providers of contract management systems, companies have been slow to adopt these kinds of systems. And according to anecdotal evidence, many companies’ contract management system implementations have fallen short of the promises or have been abandoned.

So what’s holding the legal profession (and particularly the in-house bar) back from adopting the kinds of technology that could make a real difference? According to Pontus Global, the problem is the fundamental model of expecting busy lawyers to adapt to technology that often causes the lawyers to feel that they have to do more work than they did without the technology.

A system that allows everything in the contract process to be tracked and reported on sounds great until you think about how the detailed information actually gets into the system. That’s where these systems often fall down. If you rely on busy lawyers to enter information into a system it’s almost bound to fail. In fact, that could be the primary reason there hasn’t yet been a true revolution in legal technology.

So the Pontus model goes beyond software. Pontus has a hosted contracts management platform, but they support it with a team of lawyers and technologists in India and processes designed specifically to take advantage of the technology and the offshore team.

The idea is that your in-house team doesn’t have to learn complex software and they don’t have to enter data. The Pontus team will do that for you. This model is very different from the pure software contract management systems that require your lawyers to do much of the data entry. And it’s different from the legal process outsourcers, (LPOs) that provide the labor, but not the integrated technology platform.

I’m familiar with Pontus because my company has been working with them over the past year or so to get our contracts under control. There’s at least one other company that I learned about recently (FirstDocs) that appears to have a similar approach. And I know that some of the big names in the legal industry are looking at this model as well.

Contract management is only one application where this model could work. Many companies are looking at outsourcing legal services or hiring their own offshore legal professionals, but neither of those approaches is ideal if you are still using outdated technology and inefficient processes. The convergence of technology, better processes, and offshore resources by new companies like Pontus and FirstDocs could finally be the key to getting the legal profession to truly take advantage of the promise of technology.

Last year I attended the IACCM Americas conference in New Orleans. I thought it was one of the best conferences I’d ever attended. Excellent speakers, thought-provoking discussions, and opportunities to network with people outside my normal sphere of corporate counsel made it an event I’d recommend to anyone involved in contracting.

This year I have the opportunity to participate as a discussion leader in the Academic Symposium that kicks off the conference. We’ll be exploring whether current approaches to academic training (both legal and procurement) result in more confrontational and less productive relationships.

Although the IACCM is not primarily an association for attorneys, Tim Cummins and the IACCM have recently been taking a leadership role in discussions about the legal profession. Tim recently wrote on his blog, Commitment Matters:

“I am observing a growing number of corporations - especially US-headquartered multi-nationals - where the Legal organization is gaining increased power. And they are exercizing that power with a renewed focus on standard terms and conditions that are blatantly unreasonable and confrontational. Some are doing this on the buy-side, others on the sell-side - and when these two perspectives meet in the market, the only people who are empowered to fix the problem are …. the lawyers.”

I’d like to think Tim is wrong about the role of lawyers in creating the problem, but I certainly agree with his observation about the increasing prevalence of unreasonable and confrontational contract terms. It will be interesting to hear the views of others involved in the contracting process.

Other programs will focus on issues of globalization, automation, negotiations, risk assessment, and the changing world of business and contracting.

If you can make it to Scottsdale in early April it promises to be another great conference.

IACCM Americas April 7-9

Sixteen years ago I had just started a new job as Pella Corporation’s first general counsel. Soon after that the ACCA Docket published an article by Reebok’s then-general counsel, Jack Douglas entitled Reebok Rules, in which he described twenty-three guidelines to help in-house lawyers “focus on the client’s objectives” and remember “the priorities which will keep us successful and challenged in our jobs.” That article was immensely helpful in understanding what I needed to do to be successful as a new general counsel. I keep a copy of that article handy and regularly recommend it to lawyers beginning their in-house careers.

Sun’s GC Mike Dillon recently posted his own updated list of ten rules to help guide in-house attorneys in Life is Different In-House. Not surprisingly, several of them mention using new technology that can help us to connect, collaborate, and be more efficient.

 I say not surprisingly because sixteen years ago email was still a new thing. One of our primary law firms actually loaned me a Mac that they used to send email to me since their system wasn’t compatible with Windows-based email. At that time I also had a Windows machine on my desk, so the Mac was set in a corner of the office. It was not an ideal situation, and I recall being ready to toss the Mac out the window on a number of occassions when it didn’t seem to be working properly (which could have been due to technology problems or operator error), which of course usually happened when important deadlines were looming.

 We’ve come a long way in sixteen years when it comes to technology. But most of Douglas’s and Dillon’s rules focus on relationships rather than technology. That’s something that doesn’t change.

One of the most striking differences between Douglas’s original Reebok Rules and Dillon’s updated rules is how lawyers’ attitudes toward the “n word” have changed. Of course I am referring to the word “no.” Douglas’s rules included “Eliminate the ‘No’ word from your vocabulary,” and I think many in-house lawyers took that to heart sixteen years ago. Unfortunately, following that rule also seems to have landed a number of GCs in jail. In light of the higher standards attorneys are now being held to, Dillon’s new rule is “Sometimes, you have to say ‘no’.”

Both the original Reebok Rules and Dillon’s updated rules should be required reading for in-house counsel.

David Munn

Ok. I’ll admit I’m a bit older than the typical Facebook user, and maybe that has something to do with my attitude, but I have to say I’m skeptical, at least in the short term, about all the social networking sites for lawyers that are springing up.

There are getting to be a fair number of sites that are directed at the legal profession.* Some of them look like they could be useful for corporate counsel (Legal OnRamp in particular). But the issue isn’t so much whether they offer something of value for us, it’s a question of how much time do we have for this stuff?  

There are a lot of things to like about the concept, and I think it has promise, but people only have so much time, and busy professionals in particular need to be careful about how they allocate that time.

I belong to a couple of professional organizations that I find especially valuable that have social networking components.

I would categorize the ACC, the Association of Corporate Counsel, as a social networking organization for corporate counsel. In addition to an extensive “virtual library” they have at least a couple of very active email listservs for members of their committees. I find that resource to be extremely valuable and worth spending time using and contributing to.  

IACCM, the International Association for Contract and Commercial Management, is a great resource for anyone involved in contracting. They also have an extensive library of resource materials and are adding more social networking-like features. I find myself spending more time there, as it directly relates to what I do on a day-to-day basis.  

But it’s impossible to keep up with the volume of valuable material that comes out of just these two organizations. I’m not sure how much more time there is to even explore and evaluate, let alone participate in, other social networking opportunities.  

So how are busy lawyers going to have enough time to do social networking? I think the answer is that we will eventually figure out how to get value out of social networking, but it’s going to take quite a while and will only happen after:

1.      It becomes clear which resources are truly valuable and worth our time and there is a shake-out that reduces the number of options to a manageable number.

2.      The social networking sites figure out how to target their audiences and target their offerings to make the best use of people’s valuable time.

3.      Lawyers become more comfortable with the concept and the technology becomes extremely easy to use. For corporate counsel that may happen more quickly as more companies start to use social networking as an internal knowledge management tool.

4.      Some law firms figure out how to give away information to corporate counsel while still making money.

5.      A younger generation of lawyers starts to take over.

I believe that social networking will eventually become an important part of how in-house lawyers work, but I think it’s going to be quite a while before it becomes a pervasive part of the legal profession. See also Social Networking Sites: Will they work for lawyers and other professionals? for some other challenges for social networking sites directed at lawyers.

David Munn

* A small amount of research yielded the following: 

Nearly everyone (lawyers and non-lawyers) seems to be on linkedin. 

General Social Networking Sites for Lawyers: 

lawyrs.net: An international law community designed for lawyers and law students. 

LawLink: The First Online Network Exclusively For Attorneys 

Legal OnRamp: “Legal OnRamp provides content, connectivity and execution services to help legal professionals deliver higher quality work in less time and lower cost.” 

Document sharing sites that have social networking characteristics:

DocStoc: “Find and share professional documents.”

JDSUPRA: “offers access to a constantly changing database of legal documents (filings, decisions, forms, documents) from the people whose work gives meaning to the law.”

Related Articles:

Inside Counsel: Net-Working - Web 2.0-enhanced sites get in-house counsel talking.

After putting up with dozens of auto-generated spam messages every day on my previous blog I’m moving to WordPress (here).

In October 2007, Laura Williams of Safeco, Jim Marvin of FMC Technologies, and I gave a presesention on technology for corporate legal departments at the annual meeting of the Association of Corporate Counsel. One of the topics we covered was contract management. The material here (Contract Management Systems) includes  contains a description of contract management software and an extensive list of vendors.

My list of vendors is now up to 36. Although that number is a bit overwhelming, this might be a good place to start for anyone researching contract management systems.  

Updated 03-05-08