E-Discovery: The key to cost-effective corporate due diligence reviews

A prudent and efficient approach to document review starts with utilizing technology, incorporating correct people and knowing how to proceed.

Corporate due diligence is at an exciting crossroads. The current model of high-cost corporate associates reviewing stacks of paper documents is woefully inefficient. According to a search of the ALM legal intelligence database, the number of associates in large firms, including corporate associates, has dwindled and hiring trends do not indicate that the numbers will return to pre-recession levels. This means law firms are often ill-equipped to staff up larger deals when time is of the essence and many documents need to be reviewed in a short window of time. Further, associate hourly billing rates continue to increase, making it difficult for some firms to staff transactions within a client’s budget expectations. However, there is a solution to this challenge. Using the litigation model of tackling large amounts of data by employing a well-qualified team of electronic discovery experts, corporate reviews can be managed in the same way that full-scale litigation reviews are tackled. There are three key factors involved in a prudent and efficient approach to corporate document review assignments: technology, personnel and strategic process.

The first key to an efficient, technology-centric strategy involves the use of a review platform to load agreements and other due diligence documents. The dynamic functionality of currently available legal software is ideally applicable to a due diligence review. Agreements received from the client are scanned into a review platform, such as Relativity or other similar software. Using Optical Character Recognition (OCR), the documents are searchable, which means finding certain key provisions can take a matter of seconds. This capability increases the rate of review and leads to lower client costs overall. A tool called “concept searching” groups similar documents together, using characteristics such as geographic location, assignability or agreement type, which allows for faster decision-making when like documents are reviewed in sequence. Also, information can be copied across similar agreements, cutting down on needless transcription and ensuring uniformity with merely one click of the mouse. Using a coding layout, information can be input, saved and easily exported to a spreadsheet for client review. The documents can be accessed at any time by members of the deal team, and the database survives well past the closing of the deal.

Contributing Author

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Krist Werling

Krist Werling is a partner in the law firm of McDermott Will & Emery LLP, based in the Firm’s Chicago office.

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Contributing Author

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Kari Prochaska

Kari Prochaska is a staff attorney in the law firm of McDermott Will & Emery LLP, based in the Firm’s Chicago office.

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