Is deal work mostly copy and paste? Forum

[Anonymous User]

I just started at a new L&E related role a few weeks ago. I was placed on a deal and the partner sent the firm’s precedent document for this type of deal along with a few examples.

It literally looks like the other deals just copied and pasted most of the employment provisions verbatim. Would it differ based on what is in the data room?

Is that all this is? The partner said it should take 4-5 hours, so I’m a little confused. I’m assuming time to read the purchase agreement is built into that.

I feel like I’m missing something.

[Anonymous User]

It's about knowing how the document works and adjusting it to your clients benefit when the opposing law firm questions everything. It's less about drafting but it's still important to be technically competent

[Sackboy]

A lot of reps/covenants/definitions are copy/pasted into a deal. For instance, my team uses a standard COVID rep that we copy/paste into almost all of our deals. The experience/skill/whatever you want to call it in the process is knowing when not to copy/paste certain things in because they don't work with the Client's goals or we don't want them here for some specific reason. You also need to conform terms and make sure you're flagging commercial items for the client to review that fall within your section. In the context of L&E, if in absence of changes the client reps that they haven't hired anyone making $900,000/yr. or more since whatever date, you're going to need to flag that for the client to review and decide what threshold they want/are comfortable with. If the other side says that's going to be some insane scheduling burden (say your client picks $25,000/yr.), then you take that back to the client and recommend something reasonable like $125,000/yr. It's not the sexiest of work, but it pays the bills.

[Anonymous User]

Thanks! That makes sense. So it seems that at least first round, unless otherwise stated by client or based on what we know the client wants, we should just include all of our normal standard firm reps (regardless of the documents we’ve already received). Then the “real” work happens if/when there is pushback on our reps.

[UnfrozenCaveman]

Most law firm work is copy and paste.

[OfThriceandTen]

Thanks! That makes sense. So it seems that at least first round, unless otherwise stated by client or based on what we know the client wants, we should just include all of our normal standard firm reps (regardless of the documents we’ve already received). Then the “real” work happens if/when there is pushback on our reps.

I'm not in a specialist role, but I would be careful with this thought process. If you are just taking the approach with every document that you just need to cntl+paste the full suite of reps, and not reading what's already in there, you may be missing that the concepts are covered even if the language isn't exactly the same. In that case, you would need to modify the rep that already exists to ensure the material portions are covered or excluded, as applicable. If the commercial parties have agreed to use precedent X, and all the specialists just cut what the precedent said about their area and put in their own firm precedent, it's not complying with the commercial agreement to use precedent X.

[Hutz_and_Goodman]

Most law firm work is copy and paste.

Litigation work is 98% not copy and paste. The main exceptions are discovery requests and objections and settlement agreements.