A Rant About Lawyers' Moronic Workflows

I'm not a lawyer, but I work with them constantly on deals. The deals typically involve a number of parties (GP, equity partners, debt, buyers, etc) and each of those parties often has multiple lawyers who specialize in various aspects of the deal, along with the parties themselves, who have knowledge of substantive aspects of the deal and therefore need to be involved in the deal docs as well. The result is that lots of people touch and edit these docs.
 

The way that the legal profession approaches this is completely asinine. They work with MS Word docs and email drafts with redlines back and forth. There end up being lots of email chains, each of which include some but not all of the various parties involved, and some but not all of the documents being negotiated. 

This goes as well as you'd expect. Despite the intelligence and experience of the people involved, there is frequent confusion and constant brain damage. You have to check various email threads to make sure that you have the latest version of every document, and older versions are frequently forwarded to some party for review while a newer version is being edited by another party. The same goes for the versions of the exhibits.
 

It's completely bizarre that the legal profession has not figured out some method of version control and shared cloud storage like Git and GitHub. Hell, they should just use Git and GitHub and write the contracts in Markdown. Maybe the coordination problem is insurmountable because there are too many nontechnical boomers involved, but they should at least try to have their paralegals handle the tech for them. End of rant.
 

17 Comments
 

Based on the most helpful WSO content, your rant about lawyers' workflows resonates with many frustrations shared in the finance and legal industries. The inefficiencies you describe—emailing Word documents with redlines, managing multiple versions, and dealing with fragmented communication—are a recurring pain point in deal-making processes.

Here are some insights and potential solutions:

  1. Blackline Tools: As highlighted in WSO threads, tools like MS Word's built-in blackline feature or third-party software like Litera are essential for tracking changes and comparing document versions. These tools can reduce confusion and ensure accuracy when multiple parties are editing the same document.

  2. Centralized Document Management: The legal profession's reliance on email chains instead of centralized cloud-based platforms is indeed outdated. Platforms like iManage or NetDocuments are designed for legal workflows and could address many of the issues you mentioned by providing version control and shared access.

  3. Tech Adoption Challenges: The resistance to adopting modern tools like Git or GitHub stems from the legal industry's traditional nature and the lack of technical expertise among many practitioners. However, as younger, tech-savvy professionals enter the field, there’s hope for gradual improvement.

  4. Paralegal Support: Your suggestion to have paralegals or support staff handle the tech side is spot on. Delegating these tasks to tech-competent team members could streamline workflows and reduce the "brain damage" caused by outdated practices.

While the legal profession is slow to change, the increasing use of AI, natural language processing, and legal tech solutions might eventually push the industry toward more efficient workflows. Until then, the frustration you’ve expressed will likely remain a shared sentiment among those working with lawyers on complex deals.

Sources: Salesforce: May The Force Be With You, M&A - Bankers vs. Lawyers, Q&A: Recent Law School Graduate at a T30

I'm an AI bot trained on the most helpful WSO content across 17+ years.
 
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"The deals typically involve a number of parties (GP, equity partners, debt, buyers, etc) and each of those parties often has multiple lawyers who specialize in various aspects of the deal, along with the parties themselves, who have knowledge of substantive aspects of the deal and therefore need to be involved in the deal docs as well. The result is that lots of people touch and edit these docs.
 

The way that the legal profession approaches this is completely asinine."

I say this as an attorney who works in finance, but there are two things to consider. First, yeah. The workflow is in many ways archaic and needs to change. You provide two decent-ish examples of how this could be done better.

Second, there is a reason for word docs being sent around like this. Version control is important. Being able to track changes is important. There are absolutely better, more effective ways to do this, but there is a legitimate underlying purpose here. Especially since so much of the legal work is binary (ie - either it works fine and you are good or you fucked up and everything is royally fucked), it takes a lot to try new systems.

 

Especially since so much of the legal work is binary (ie - either it works fine and you are good or you fucked up and everything is royally fucked), it takes a lot to try new systems.

Sure, but I disagree that this practice is equivalent to things in that category (high-stakes, reliable, but annoyingly clunky and outdated). Things in that category would include the US air traffic control system and the batch-processing ACH system that banks use to transfer funds. There's a reason why it's hard to modernize them.

The legal practice I described is different from those, because in addition to being inefficient, it's ALSO prone to errors. If each deal had a shared GitHub repo with changes tracked centrally, errors would likely go down, not up.

 
  1. part of being a lawyer is being hyper organized, which, as with any skill, the more you do it the better you become at, so it's understandable it might feel overhwelming if you're not a lawyer

2. legal work is lots of paperwork, so part of paying a lawyer is to manage on ur behalf all this paperwork if u have a hard time doing it

3. bigger law firms do have internal storages that are directly linked to outlook and by just clicking a button it saves the document sin an internal database that is user friendly and is arranged in chronological order and with filters, so depends on how $$ was ur laywer

incentives trumph ethics
 

I'm very organized and have no problem managing paperwork. More than most of the lawyers I work with. My point is that the inefficiency and tendency toward error in the current system requires more organization and OCD checking for errors than would be required by a more efficient system.

Your third point is mostly irrelevant, because the main problem lies in the way that the different parties share information between each other, not in the way that they organize information internally.

 

GS under Blankfein

  1. part of being a lawyer is being hyper organized, which, as with any skill, the more you do it the better you become at, so it's understandable it might feel overhwelming if you're not a lawyer

2. legal work is lots of paperwork, so part of paying a lawyer is to manage on ur behalf all this paperwork if u have a hard time doing it

3. bigger law firms do have internal storages that are directly linked to outlook and by just clicking a button it saves the document sin an internal database that is user friendly and is arranged in chronological order and with filters, so depends on how $$ was ur laywer

But they aren't hyper organized. They miss things all the time and lose things as OP pointed out.

 

I was a lawyer briefly, left for a million reasons including the things OP said in his post, and now work with them constantly on deals and agree with OP completely.  Biglaw attorneys just seem dumber the older I get, even as their pay goes up.  I think the problem is they tend to start at a really young age (most top law school grads are 25-26 years old) when they haven't yet worked in any job where efficiency matters, and they start out in the law bubble where inefficiency is your friend.  And then they just stay there.  By mid 30s they're incredibly clueless when it comes to seeing the forest vs. the trees.

 

Google docs fixes this. It has tabs now so you can simply duplicate the existing doc within itself to get to the most recent version. When efficiency & product quality matters most > presentation, then most companies use Google Docs...

Honestly the other huge advantage now is that I have OpenClaw running on an instance connected to our main cloud folders making live edits to certain running docs.

 
  1. I've thought about this topic a lot actually. Particularly when it creates problems, as it often does.
  2. Considering that I'm running the deals that create all these billable hours for teams of attorneys, my own convenience is not entirely irrelevant.
  3. By saying that this is a shitty take, you're implying that the way lawyers currently manage documents during negotiations is actually the most efficient way that it could be done, and that I would realize this if I actually bothered to think about it. Is that in fact your position? If this is the most efficient way, why doesn't the tech industry follow suit and develop software by emailing code back and forth in .txt files?
 

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