Last week, we discussed the importance of working from the right precedents and offered a few suggestions for how to find them. But as you get more senior, the first place you should be looking for precedential guidance is to your own experience and files.
Great associates have a wealth of information at their fingertips to reference and build upon. As a foundation, they catalogue the (material) work they’ve done and documents they’ve contributed to in the past so that they can quickly refer back to their prior experiences to inform current tasks. They also seek to supplement that reservoir of learning at every opportunity by pulling additional sources into their growing collection of reference materials and (to invoke last week’s precedent metaphor) roadmaps.
Having a functional precedent collection based on your own past work may sound easy—even inevitable. But in a world where you’re staffed on dozens of matters a year and constantly churning through an immense volume of work, unless you have a photographic memory, maintaining that body of prior learning and past experience is more difficult than it sounds.
That’s why today’s tip is this: starting on day one—or, if that’s past, as soon as you can—begin a concerted effort to build a robust, well-rounded, and organized database of precedent materials that you can easily access and work from.
Build a Personal Precedent Database
In the same way your firm’s most valuable asset is its braintrust, YOUR best asset is your own body of work experience, as manifest in your ability to rely on yourself in order to advance workstreams independently. That self-reliance is a key developmental milestone—one that, in my opinion, separates associates who are viewed as “junior” from those who are not. Put yourself in a position to leverage as much of your own experience—and even that of others—as effectively as possible in the future by creating and ambitiously adding to a great personal precedent database.
Your best asset is your own body of work experience, as manifest in your ability to rely on yourself in order to advance workstreams independently.
Once you have a critical mass of precedents handy, you’ll be amazed at how useful they’ll be and how often you’ll reach for them—on everything from substance to formatting. For example, you’ll remember little bits of drafting or a particular formulation of a concept that you’ll be able to look back at. Or you’ll want to see how a particular type of signature bloc should be formatted (e.g., when an individual is signing a contract for a fund on behalf of its GP). When accessible, that past experience and prior learning translates into innate head starts on future projects and means that associates are increasingly less dependent on outside assistance to get balls rolling and across the finish line.
(On precedents being “handy”: I hate making recommendations that aren’t environmentally conscious, but I found it incredibly useful to have hard copies of bound volumes and other precedent materials—in binders, etc.—on the shelf right next to my computer. That way, when I was drafting, without missing a beat, I could pull something down, flip to a particular page or flag I’d inserted, and go.)
Tips and Tricks
So how does one build a great personal precedent database? Here are a few tips and tricks:
(1) Start with the closing sets/transaction bibles (which we’ll call “bound volumes”) for your own matters. These are great because they’ll provide you with a full set of related docs all in one place, making it very easy to find what you need, follow along with/recall that matter’s narrative, and identify disparate documentary pieces relating to a common issue. (Pro tip: Even though your own bound volumes will be the most useful, it can be really helpful to have any bound volume—particularly if it relates to a matter type you’ve not worked on. Firm policies will ordinarily prevent lawyers from taking bound volumes with them when they leave a firm, so keep an eye out for departure announcements. Swing by the departing lawyer’s office and offer to save his or her bound volumes from the shredder by adding them to your own shelf. Some of the most useful bound volumes I had in my practice weren’t even from my own deals.)
(2) Don’t forget about standard forms. If you haven’t done so already, print out all the (major) standard forms potentially relevant to your practice and keep them with your bound volumes. Beyond situations where you’re referencing a particular standard form because you’re drafting that type of document, you’ll be surprise how often you’ll reach for them as a quick reference on a discrete issue just like your bound volumes. And be sure to include any good standard forms from third-party services (e.g., PLC) in your bundle. (Pro tip: If there are different versions of a similar form—for example, a short- and long-form version of something or a buy-side or sell-side form—blackline them against one another and keep that blackline on the shelf. Those comparisons illuminate the key action areas within documents and help you home in the formulations or elements that are most favorable to your client, given their role/posture in the matter.)
(3) Supplement your bound volumes and standard forms with with any good examples of other documents that you come across in your practice. For example, if you’re in the midst of researching and come across an interesting document, even if you end up not using it as a precedent, tuck it away. In particular, keep documents that have interesting or unique features (e.g., a rare deal structure, an innovative earn-out). (Pro tip: Don’t count on your memory to recall why something was interesting to you. It may be years in the future when you pull something out again. One of the reasons I like using hard copies is so that I can put little notes in the top margin as to why I found something interesting. Whatever your process, find a way to capture not just the underlying information and data (i.e., the document) itself, but the metadata—the data about the data that tells you why it’s consequential.) Keep documents worked on by certain persons you trust or expect to work with in a future (e.g., if there’s a particular senior associate who you know is an expert draftsman, if there’s a precedent from a deal with a partner you expect to work with that they’ve presumably reviewed and signed off on). And if you’re working on a matter that goes pencils-down in the middle, don’t forget to catalogue the early/working drafts. (Pro tip: Sometimes early drafts of documents, as opposed to the final drafts, will have the most precedential value for your future matters. Instead of reflecting the compromise positions of a fully negotiated transaction, for example, an auction draft of an SPA may reflect the full battery of seller-friendly provisions you need when pulling together a first draft of your own document or commenting on the first turn of a document from the other side.)
(4) Finally, wherever possible, leverage the good precedent-collection work done by your colleagues. For example, even if you end up not using them, keep any documents you’re sent/come across that are highly recommended from reliable sources. And—anticipating potential future precedent needs—piggyback on any precedent request you’re copied on, even if they don’t relate to anything you’re currently working on. For example, if someone sends around a blast email to the group (as we discussed last post) looking for something that sounds interesting, follow up with the requester to get copies of whatever they received in response.
Have other suggestions for building a great precedent database? Share them with the community in the comments or this post’s topic in TIL.