25 February, 2016
By Ivy B. Grey
A major corporate transaction involves a multitude of details, each with the potential for error. “Detail” is an all-encompassing and daunting term that covers everything from the transaction itself, such as structure, financing, and indemnities, to documenting the transaction, which covers spelling and punctuation, formatting, and consistent use of defined terms. When you’re mired in the details, can you imagine how easy it is to lose sight of other mistakes?
Corporate transactional documents must be accurate, attractive, and polished. And adequate time must be allocated to each of those three elements. A lawyer earns her fee with the details of the transaction, but that doesn’t mean that the details of the document can be ignored. Managing the minutiae is neither interesting nor glamorous, yet it is important. So who is minding the details of the document?
From due diligence to final documentation, major corporate transactions can take weeks or months to complete. How many times can even the most careful lawyer read the same document (or variations on it) before her eyes stop noticing errors and her mind starts filling in gaps or making accommodations for inconsistencies? Moreover, these are the details that clients of all levels of sophistication will notice if they’re wrong. Scarier yet, small typos and mistakes also have the potential to change meaning! I use tools like jEugene and American Legal Style for PerfectIt to ensure that my writing is error-free. These programs are inexpensive so you can afford to buy them for yourself. Your reputation is worth it.
The temptation to delegate proofreading to the most junior attorney or paralegal makes sense in terms of billing, but it is not a complete solution. Junior attorneys, paralegals, and secretaries who may not be intimately involved in the transaction, will miss errors that they don’t understand. They’ll also be slower than a senior attorney. Conversely, a senior attorney will be exceedingly busy with the technical aspects of the transaction and her billing rate is too high for this type of work. An intelligent solution would be for the reviewing attorney – at any level – to perform a computer-assisted review of the documents.
Computer-assisted review is an innovative and elegant solution. In the legal field, we usually think of this term in the e-discovery context. But it applies whenever a program helps a person to accomplish a task. Computer-assisted document review has been used by professional editors for years. A simpler term is proofreading software.
Proofreading software doesn’t have to be complicated and there’s no need for training. Programs like PerfectIt are MS Word add-ins that work within familiar word processing software. PerfectIt is widely used by professional editors and has been retooled for use on legal documents like complex corporate transactions. PerfectIt now includes a built-in style sheet for lawyers called American Legal Style. It checks spelling, capitalization, italicization, and other aspects of legal style.
PerfectIt can help catch abbreviations that you have used, but not defined. It also checks for consistent use of capitalized terms, which are usually serving as defined terms in your document. PerfectIt also notifies you if you have left in comments or placeholders.
Proofreading with the assistance of PerfectIt can help the senior attorney who is overly-familiar with her written work to find errors that she may otherwise have skipped. It can also help junior attorneys to find errors that they may not have realized were wrong. For any user, PerfectIt is a valuable tool for managing the details of your document and producing perfect work. Download the free trial today.
Ivy B. Grey is the author of American Legal Style for PerfectIt. It adds polish, reduces frustration, and saves non-billable time. Ms. Grey is also a Senior Attorney at Griffin Hamersky LLP. She's been named as a Rising Star in the New York Metro Area five years in a row, and her significant representations include In re AMR Corp. (American Airlines), In re Dewey & LeBoeuf LLP, In re Eastman Kodak Company, and In re Nortel Networks Inc.