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Whether you are a Legal Operations professional or a Chief Legal Officer at your company, contracts undoubtedly play a role in your corporate counsel responsibilities.

Maybe you’ve been tasked with figuring out how to reduce the time it takes for your department to turn redlines on sales contracts that come in from the field. Or maybe you’ve been asked to conduct a risk and legal liability audit of contractual relationships across the enterprise.

Whatever your role, it’s likely to become more complex in recent years. The regulatory landscape in which contracts are at play is constantly changing; a globalized marketplace connected by digital communication has accelerated the pace of business; supply chains have become more globalized and sales contracts more intricate.

To address these challenges, corporate legal departments are taking a lead in adopting a new approach that helps them manage contracts holistically. That approach is enterprise contract management.

 Enterprise contract management transforms both how a legal department operates internally and with outside stakeholders. And, ultimately, it changes how an entire enterprise looks at its contractual foundation.

As an introduction, here are five views of enterprise contract management from a corporate counsel point-of-view.

1. Enterprise Contract Management as Provider of Risk Management and Strategic Data

We’ve all heard the wisecrack: Legal is “the department of no” (or, at best, the “department of slow”). Sales and procurement look at the legal team as a hurdle to their success, rather than a guardian of the business.

Traditionally, this reputation for legal has grown out of a difference in posture toward risk. Sales might be more comfortable with a high-risk, high-reward deal, while legal defaults to a protective stance. The problem in this common scenario was that neither side was operating with much data.

Contracts can serve as a barometer of corporate risk, telling company leaders where it is doing business, with whom and on what terms. Yet gaining a holistic view of these contractual terms is impossible without a centralized digital contract platform.

With an enterprise contract management platform, legal can pull data on how different indemnity clauses have performed to choose the best language, identify suppliers or customers with reputational issues using data from third parties, and assign precise risk ratings to contracts or classes of contracts as a whole.

In this way, the enterprise contract management platform can allow legal teams to bring actionable data to the table when advising on risk and strategy.

2. Enterprise Contract Management as an Operations Streamliner

According to the International Association of Contract and Commercial Managers (IACCM), poor contracting processes can cost companies 9.2% of their revenue.

When you consider how many business users handle contracts, this isn’t surprising. When emails are sent back and forth between stakeholders with contracts and redlines attached, there is no sure way to know which represents the master and no way to measure where contracts are getting hung up in the process. Even those firms that have migrated to a content management system that addresses version control still have no insights into contract turn-around time, where delays are occurring, which redlines violate regulatory and commercial rules, and so on.

Conversely, with an enterprise contract management platform, all contracts are managed centrally. Legal departments can cut down on the number of templates used, reducing risk and speeding up approvals. And the platform can deliver key performance metrics on how many contracts a company is handling and how long they are taking at each stage of the approval process. With this data, legal departments can identify and address bottlenecks, streamlining the process.

3. Enterprise Contract Management as a Negotiation Playbook

Contract negotiations offer legal counsel an opportunity to showcase their deep experience and knowledge to create better outcomes for the organization. Many lawyers still lug around three-ring binders filled with accumulated templates and clauses to respond to negotiation scenarios, while others have evolved to using a folder on their PC desktop.

By contrast, an enterprise contract management platform captures every redline and contextual conversation around those changes (such as messages between the contract parties) for full visibility into the negotiation process. The platform then tracks contract performance by pulling data from other systems like ERP and CRM. When it comes time to negotiate a renewal, counsel has a 360 view of past negotiation tactics and performance to better plan out how to handle the negotiations. With the help of artificial intelligence, companies can take these capabilities even further, analyzing contract language and outcomes at scale to drive better decision making when parties come to the table.

4. Enterprise Contract Management as a Business Unifier

For a long time, legal departments stayed in their lane until the business came to them with contracting needs.

That is changing, though, as legal heads use their position as advisors and protectors of the business to drive strategic change across the company. One way they are doing this is by using contract management software to unify the entire enterprise’s operations.

Consider the journey of Colin Flannery, worldwide General Counsel at Vertiv. Following its divestiture from Emerson Electric, the then-new CEO of Vertiv announced an objective to unify the company’s culture: “One Vertiv.” Accordingly, each department leader was charged with manifesting this mission in a demonstrable way.

The Vertiv legal department recognized that contracts were the glue that held together the global and matrixed enterprise.  Accordingly, they responded by spearheading an enterprise contract management initiative to unify disparate legal teams scattered across the globe and even more disparate contracting processes supporting the Vertiv business.

Using enterprise contract management, the legal department was able to re-engineer their contracting process with the aim of creating a single source of truth for their worldwide agreements.

5. Enterprise Contract Management as an Institutional Knowledge Repository

Lastly, an enterprise contract management platform can act as a valuable repository for institutional knowledge captured across an organization.

Take for example a major airline that is an Icertis customer. This company relies heavily on agreements with partner airlines to drive revenue. Its executive team realized that much of its partner operations relied on the memory of individual members of its legal team—a situation that leadership knew was not sustainable.

To build an organization that could stand the test of time, the company sought a software solution it could “build memory” into. Since contracts form the foundation of these partner agreements, an enterprise contract management platform was the obvious fit.

With an enterprise-wide contract management system, the airline has a single source of truth for all of its partner operations and does not have to rely on the memory of people who show up for work each day. In this way the system is creating a more sustainable, future-proof system and will allow the company to optimize these crucial operations, regardless of the team members leading the charge.

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So, what is enterprise contract management? For corporate counsel, it eludes a narrow definition.  The outcome, though, is a contracting process that turns static documents into strategic corporate assets that can accelerate, protect and optimize business.

The above examples only scratch the surface of how this new approach to contracts is helping business. If you’d like to learn more, please don’t hesitate to reach out to us.

Wells Fargo, as you know, is still suffering from some unpleasant after effects of its little unauthorized accounts scandal. It turns out, however, that the revelation of that sales strategy was not just unwelcome news to John Stumpf (and, later, Tim Sloan), but also to the people running Fifth Third Bank, which was also allegedly doing some unauthorized account opening according to the Consumer Financial Protection Bureau, whose sole remaining job is apparently to police this one very specific offense.

Every once in a while, I like to just go off on a rant. And this week, I’m particular perturbed by the snail-like pace with which law firms (and others) manage to keep up with technology.

You know, we live in a time when things move fairly quickly. The laptop I bought about four years ago still works, but it’s largely obsolete in terms of memory, storage, and processor speed. And that’s the way it goes with technology.

Almost across the board, we see new technologies emerge that constantly alter how we do things. Walk the vendor hall of any conference — not just legal technology conferences — and you’ll see all sorts of solutions to problems in any number of areas of commerce. It’s about more efficiency, better communication, interoperability, and (yes) some unnecessary things, too.

So, why is any conversation still occurring anywhere that raises questions about a law firm’s ability to deliver contemporary legal services to clients? I wrote about this not too long ago, and here I am — two years later — still saying it.

And it’s not just me. The American Bar Association and many state bar associations have tied technology competence to the duty of competence. It cannot be the case the nonlawyers are reading the model rules and update more closely than practicing lawyers. Or can it?

For readers in the legal operations space on the corporate side -– let’s for discussion purposes call you the “client” — I’ve suggested, and I dare to reminder you again, that you control the purse strings here. You can dictate to your panel firms and even to new firms the terms and conditions of any legal engagement. Why don’t you?

For my law firm friends, this is not an “if you build it, they will come” situation. True, some law firms have embraced technology and they provide some of the best and most-advanced technology services available on the market. With shrinking revenue, smaller margins, and a consolidating legal market, other firms are outsourcing technology and bringing outside experts to the table when needed.

But a large majority of firms and practitioners still just don’t get it. They have not heeded the ABA or any of the state bar requirements that the duty of competency in modern legal practice includes understanding technology and effectively advising clients on the importance and use of technology. Many firms have chosen just to not evolve.

You want to know why more and more work is moving in-house? Why you have less work than five years ago? Does anyone think that the rise to prominence of organizations like CLOC is just an accident? Or why your client now dictates which vendor to use?

It’s got nothing to do with the law you practice and everything to do with how you practice — and how you interact with your clients.

If I were building a law firm today — and this is not entirely hypothetical because in some countries nonlawyers can do this, and the US is hopefully not too far behind — I would not have a fancy office with a view. I wouldn’t have any of the amenities that I’ve observed at firms. Instead, I’d have a really good relationship with my clients, interact with them on a regular basis, and understand their legal and risk management needs. And, of course, how technology can be used to help them.

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Mike Quartararo is the President of the Association of Certified E-Discovery Specialists (ACEDS), a professional member association providing training and certification in e-discovery. He is also the author of the 2016 book Project Management in Electronic Discovery and a consultant providing e-discovery, project management and legal technology advisory and training services to law firms and Fortune 500 corporations across the globe. You can reach him via email at mquartararo@aceds.org. Follow him on Twitter @mikequartararo.

Welp, this is deeply disturbing. Among all the fear and misinformation, the quarantines and canceled events, the most reliable and oft-cited piece of advice from medical professionals is to wash your damn hands. Good advice pretty much all the time, but especially pertinent during a health crisis. So you’d think materials encouraging folks to wash their hands (and other hygiene tips) would be remarkably uncontroversial.

If you thought that, you’d be wrong.

Yup, that’s right, yesterday, the National Association of Immigration Judges (NAIJ) said that the Department of Justice, via the Executive Office for Immigration Review (EOIR), has told immigration courts to remove CDC posters about the coronavirus.

The offending posters include this benign one:

And this one (Spanish versions of the materials were also posted):

As Law & Crime reports, the surprisingly controversial posters were torn down:

“The NAIJ sent a correspondence to the Agency and a separate one to the [Immigration Judges] with the CDC recommended posters,” NAIJ President Ashley Tabaddor told Law&Crime. “Shortly thereafter, we received notice from our judges that those who had chosen to post the posters were told that they can not do so and the posters were literally torn down.”

And, though this entire situation seems absurd (some have even questioned the authenticity of the story), Law & Crime has tracked down the emails documenting the EOIR’s decision:

In one such email, EOIR Deputy Chief Immigration Judge Christopher Santoro wrote:

“Earlier today the NAIJ sent a message to immigration judges suggesting that they post a CDC-generated coronavirus precaution flyer in public areas of the courts, to include doors to courtrooms. This is just a reminder that immigration judges do not have the authority to post, or ask you to post, signage for their individual courtrooms or the waiting areas. Per our leadership, the CDC flyer is not authorized for posting in the immigration courts. If you see one (attached), please remove it. Thank you.”

Another such email—from a different EOIR official—said the CDC posters “must be removed from all courts.”

If you think this sounds Kafkaesque, you aren’t alone. Angelo Guisado, a staff attorney with the Center for Constitutional Rights, said, “Consistent with fake hearing dates, show trials or no trials, and an abject lack of basic human decency, the Trump Administration continues to erode the already meager protections in our immigration system. Franz Kafka couldn’t write it any better (worse).”

Of course the “why” isn’t well known, but that doesn’t mean there isn’t speculation. As California Western Law Professor Danielle C. Jefferis said, “It’s irresponsible and potentially disastrous. And to what end? To risk the spread of what all signs point to a highly infectious disease so that people in proceedings can’t show up to court? It’s inexcusable.” Whether it was nefarious or just a petty office politics squabble, it is still not a great look.

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Kathryn Rubino is a Senior Editor at Above the Law, and host of The Jabot podcast. AtL tipsters are the best, so please connect with her. Feel free to email her with any tips, questions, or comments and follow her on Twitter (@Kathryn1).

Joe welcomes back Jason Cruz from our earlier “Step Inside The Octagon” episode to discuss his new book, “Mixed Martial Arts and the Law.” From antitrust to labor law to performance-enhancing drugs, there’s a lot more law going into this sport than you might expect for a cage match where people kick each other in the face.

I’m fully aware of the absurdity of my actions right now. I don’t think it’s worth putting my family’s safety or friends’ or colleagues’ safety in jeopardy with me getting sick. But at some point, I think it’s going to be a necessity for everybody.

— Jessica Tillipman, assistant dean for field placement at George Washington University Law School, commenting on the new precautions she takes while dining out thanks to the spread of coronavirus, including avoiding shared serving spoons and condiment shakers, and signing her name on electronic touch screens with single dots made with a pinky. She says she may start bringing her own lunch to work after eating out for more than a decade.

(Take our poll below. Will it be dining out or delivery?)

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Staci Zaretsky is a senior editor at Above the Law, where she’s worked since 2011. She’d love to hear from you, so please feel free to email her with any tips, questions, comments, or critiques. You can follow her on Twitter or connect with her on LinkedIn.

If middle schoolers can ‘shop cats ‘n’ shit into their TikToks, then the Federal Bureau of Prisons (BOP) can work out how to redact a video of an inmate getting stabbed in the dining hall. So holdeth Judge David Sentelle, writing for a unanimous panel on the U.S. Court of Appeals for D.C.

After “another inmate stabbed him multiple times with a Phillips-head screwdriver in the prison dining hall,” Plaintiff Michael Evans submitted FOIA requests for security camera footage of the attack and information from the BOP on the screwdriver’s origins. The BOP claimed the request for information about the weapon was too general, and anyway it wasn’t one of “theirs.” As to the video, the Bureau asserted multiple FOIA defenses, including the privacy rights of other inmates, insisting that it “does not have the capability to segregate images potentially responsive to [Evans’s] request from the images of third parties on video recordings.”

The District Court accepted that “no portion of the video was segregable and, even if it were, the Bureau lacks the technological capability to segregate it,” and upheld BOP’s refusal to hand over the tape. But the Circuit judges gave serious side-eye to both the imputed privacy argument and the TECH IS HARD FOIA defense.

“So far as we know from the current affidavit, all information that would be revealed is that seventy or so inmates were eating a meal in a place where they were not only expected to be, but were required by law to reside,” Judge Sentelle wrote. Even if the prisoners did have a right to privacy in the dining hall, the BOP is perfectly capable of blurring the faces of everyone but the person shanking Mr. Evans.

And if this is beyond the Bureau’s technical capabilities, they should find a teenager to help them with that.

[W]e live in an era in which teenagers regularly send each other screenshots from all sorts of video media. Presumably, most of these teenagers have fewer resources than the United States government. It is not at all clear why the government could not at least isolate some screenshots that would meet the same sort of segregability standards typically applied to printed material. The government further does not explain why it cannot by use of such techniques as blurring out faces, either in the video itself or in screenshots, eliminate unwarranted invasions of privacy. The same teenagers who regale each other with screenshots are commonly known to revise those missives by such techniques as inserting cat faces over the visages of humans. While we do not necessarily advocate that specific technique, we do hold that the government is required to explain why the possibility of some similar method of segregability is unavailable if it is to claim the protection of the exemption.

Judge Sentelle, who is 77 years old, just told the BOP to stop being such a noob and slap some cat emojis on that footage before handing it over to the plaintiff. Or at the very least, to try a little harder to come up with a rational justification for their steadfast refusal to do it.

Michael S. Evans v. Federal Bureau of Prisons [USCA Case #18-5068 (D.C. Cir., May 10, 2020)]

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Elizabeth Dye lives in Baltimore where she writes about law and politics.

Perhaps nowhere has our country’s polarization been more obvious than when it comes to the general view toward law enforcement. For all too many, law enforcement can literally do no wrong. Even in situations where an officer so obviously and so drastically escalates an otherwise peaceful encounter with deadly violence, accountability is nowhere to be found. The perpetual tragedy of not holding bad actors accountable, however, does not just result in the deaths of unarmed, peaceful civilians. It also results in tragedy inflicted onto peaceful officers. This passage written by conservative writer Leon Wolfe after the killing of five police officers in Dallas nearly four years ago has stayed with me ever since:

Reasonable people can disagree about the prevalence of police brutality in America, and the extent to which race plays a factor in it. I don’t think reasonable people can disagree that excessive police force is punished way less often than it actually happens. And that’s the kind of problem that leads to people taking up guns and committing acts of violence — tragically (and with evil intent) against cops who as far as we know have done nothing wrong.

But people’s willingness to act rationally and within the confines of the law and the political system is generally speaking directly proportional to their belief that the law and political system will ever punish wrongdoing. And right now, that belief is largely broken, especially in many minority communities.

And it’s the blind, uncritical belief that the police never (or only in freak circumstances) do anything wrong that is a major contributing factor to that.

It’s at least as much of a factor, if not more so, than the blind, uncritical belief that the police always do things wrong –- which many conservatives today are blaming in entirety for what happened in Dallas. The truth, as always, lies somewhere in the middle, but acknowledging that requires looking in the mirror in a way that makes us all a little uncomfortable.

No one seems to be more uncomfortable with holding police accountable than our nation’s courts. In fact, in order to shield law enforcement from a straightforward statute that would otherwise allow citizens to hold bad actors accountable, our courts have concocted an atextual, ahistorical doctrine. The supporters of this unilateral created immunity contend that police officers cannot function if they fear they will be held personally liable for unlawful actions. As I said before, viewing the responsibility of an officer taking into account whether they are depriving individuals of their rights as a burden instead of as an ever-constant duty of law enforcement is quite puzzling in its logic. However, David French, an Iraq War veteran who has seen first-hand when deadly force is warranted, had what I consider to be the best answer to qualified immunity supporters:

How can we second-guess decisions made under duress, critics ask, when seconds count and lives could be on the line? This is the excuse juries use when they vote to acquit. It’s the excuse law enforcement officials make when they refuse even to bring charges. But we second-guess these decisions because the law requires us to. We also judge these decisions because respect for life and liberty demands it. No man or woman is required to be a police officer. No man or woman is required to carry a gun on their person. When you pick up a weapon, you are exercising a constitutionally protected freedom, yes, but you are also taking on an awesome responsibility. And the gravity of the responsibility requires an armed citizen — like a police officer — to tolerate a degree of risk and danger before he or she escalates to deadly force. Any other rule reaches absurd (and deadly) results.

Of course, absurd and deadly results are precisely what have occurred, and the ability to hold anyone accountable has gotten noticeably worse. Just recently, Radley Balko at the Washington Post highlighted the fact that in addition to the barriers to personal responsibility the qualified immunity standard unilaterally puts in place, those seeking accountability also often have to deal with jurisdictional games designed to quash actions before they can even begin.

Some might be asking why am I bringing all of this depressing stuff up. Well, just yesterday a rather amazing thing happened: The Supreme Court left undisturbed (paywall), a ruling that a police officer claimed “will eviscerate qualified immunity for law enforcement officers in use of deadly force situations.” Of course, I don’t bring up this case to suggest that one denial of cert has actually eviscerated all the issues with qualified immunity and holding accountable the bad actors who apply deadly force. Qualified immunity is still a massive problem even with this denial and, as I noted above, a problem that is actually becoming noticeable more difficult to traverse past legally. But in my opinion, this denial does show progress of a sort. Twenty years ago, I think it is likely qualified immunity is extended in that case by both the lower courts and the Supreme Court. What I don’t think is a question is that shedding light on the tragedies that occur from granting armed government officials a separate standard than what the rest of us live under, along with immense power with little to no accountability, is how we got to the point where courts are beginning to allow accountability in any cases.

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Tyler Broker’s work has been published in the Gonzaga Law Review, the Albany Law Review, and is forthcoming in the University of Memphis Law Review. Feel free to email him or follow him on Twitter to discuss his column.