Law Departments, Law Firms, and the Kettle Calling the Pot Black

In addition to the ACC annual meeting taking place in Washington, DC (I was on a panel), there’s the Legal Geek Conference happening in London. It came to my attention because of the following tweet:

I know that law firms make juicy targets. I’ve taken part in the turkey shoot myself. For example, see this 2013 blog post about an example of BigLaw M&A drafting. And in this 2011 article I describe the barriers to efficient contract drafting at law firms.

But it might be a bit unseemly for a general counsel to excoriate law firms, for two reasons. (Bear in mind that in what follows, I’m referring only to contract drafting.)

First, the workload of your average big-company law department is, in general, more manageable than that of a big law firm. Law departments handle a more limited range of transactions, and they do a lot of them, so they can achieve economies of scale. Nevertheless, I’ve seen all sorts of inefficiency at law departments (along with the converse). Law-department inefficiency might not be as dramatic as what’s on display at law firms, but if you take into account that law departments have an easier time of it, there might be plenty of culpability to go round.

And second, law firms are answerable to law departments, whereas law departments are answerable to whoever is higher up the food chain at the company. Because the former relationship involves different organizations, it’s likely to be more public than the latter relationship. So a general counsel who rags on law firms faces less risk of having someone publicly take that GC to task for the failings of their law department.

But I’m a lone contract-drafting guy, so my perspective is necessarily limited. I invite you to set me straight.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

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