In Part 1 from last week, we offered some general tips for reading in on new matters.  This week, let’s talk about tackling the long, complicated documents—such as draft or precedent transaction agreements (e.g., share purchase agreements, merger agreements, credit agreements)—that may be part of your read-in pile.  These types of docs present a special challenge for junior lawyers trying to get up to speed quickly.  Not only are they long, but they’re often dense and highly technical—making them that much harder to get your head around when you don’t have a body of related work experience to help guide your understanding and help you home in on the key points.  I always found that it was very easy to get bogged down and spend a ton of time slogging through a long agreement, only to walk away with very little understanding and retention of what was in the document.  Here are a few tips I learned over the years to help avoid that situation.

Context Is King

Long, complicated documents are usually long and complicated for a reason.  There’s a lot going on that the document needs to address—a long backstory of facts and circumstances driving the need for length and complexity.  One of the key reasons it’s difficult to understand and retain what’s in these types of docs during a read-in exercise is that you usually are not privy to much of that backstory—you’re not familiar with the context that would help the provisions make sense and stick in your head.

…if you ever feel lost, take a moment to “zoom out” to the roadmap in your head and think about where what you’re reading is located within the broader arc of the agreement.

In the same way we underscored in last week’s post the importance of cultivating a baseline understanding of your client and the matter narrative at the outset of a read-in exercise, before you even read one word of a complicated document, it’s essential to understand as much about the context of that document and the functions it’s serving in your matter (or served in the precedent matter) as you can.  What is its purpose?  Who are the parties, and how are they related to one another?  How does this document interact with the other operative documents of the matter?  The answers to these questions will give you a valuable lens through which to focus your review.

You may need to rely on other team members for key pieces of that backstory, but don’t underestimate what you can decipher on your own.  For example, one of the best ways to get a quick, effective snapshot of the purpose of a transaction document is to carefully read its recitals.  (Pro Tip:  If you’re ever trying to piece together the history of a complex set of transactions or a web of related documents, the recitals are an invaluable record/source of information.)

Also pay careful attention to how the parties are defined and make sure you understand the relationships among them.  (Pull out your laminated structure chart, if you took our advice from Part 1.)  Remember, when trying to understand an unfamiliar agreement, context is king.

Read the Roadmap! 

In my early years, I’d routinely feel lost while trying to plow through a 100-page SPA or merger agreement.  Looking back on it, one of the key reasons I felt lost was that I neglected to pay attention to the document’s roadmap:  the table of contents.

As a junior associate pressed for time, it’s easy to dive right into the text of a complex agreement without first stepping back to make sure you understand how it’s organized and how the various moving pieces fit together.  That “big picture” understanding of an agreement’s architecture, however, is key to your ability to effectively read through it and absorb what’s really going on.  Before you begin working through any of the operative language of any complicated document or agreement, carefully read the table of contents and confirm that you understand, at a high level, how the agreement actually works.  If you don’t (for example, because it’s the first time you’ve encountered an agreement of this type), get a voice-over from a friend on how the pieces fit together.

(Pro Tips:  (1) As you know or will learn, the component pieces of large, complicated agreements often fit together in a relatively standardized way.  (When things get long and complicated, lawyers tend to stick to formulations that they know work—from standard forms, etc.)  One of the best ways to hone your understanding of what’s interesting or unique in a particular deal document is to focus on the ways in which that document deviates from the standard architecture.  Those deviations are almost always important because they indicate compelling and deal-specific reasons for stepping off a well-trodden path.  (2) When thinking about how the moving pieces of an agreement fit together, pay attention to the exhibits. Often seeing what, and how, other documents or agreements plug in to a transaction agreement is one of the best ways to cultivate a holistic understanding of a deal and the role a transaction document plays in it.)

Avoid Getting Stuck in the Muck

Keeping that “big picture” understanding in your head as you read along is one of the best ways to cultivate a strong, conceptual understanding of a complex document.  As you work through the text, if you ever feel lost, take a moment to “zoom out” to the roadmap in your head and think about where what you’re reading is located within the broader arc of the agreement.  This is particularly helpful for very junior associates, who—pausing to look up unfamiliar words or concepts every few seconds—tend to have stop-start reading style that makes absorbing complex documents as a coherent whole that much more difficult.

If you find yourself struggling to hold on to that conceptual thread as you move through a document, here are a couple of tricks that I’ve found particularly helpful. If I was ever struggling to make sense of a tricky passage (particularly of the long, detailed, and seemingly interminable variety), or if I ever looked back at the end of the section and realized I didn’t really have any conceptual “takeaways” from what I’d just read, I’d go back and re-read the same passage quickly—as if I was reading a novel—even if that meant glossing over some of the complicated details or snags in my understanding.  Often, this “just keep moving” approach would help crystallize my understanding of the broad strokes and how they worked conceptually, which made it that much easier to decipher the detail and untangle the language that may have been tripping me up in the first place.

…take that deep breath, make that coffee run, and the then plunge back in to the difficult passage patiently and persistently…

I also began printing out all of my long, complicated contracts two-pages to a (single-sided) piece of paper.  It may sound strange or silly, but having more of the contract (e.g., more provisions, subsection headings, etc.) there in front of me helped me avoid getting bogged down in minutiae as I delved into complicated language and retain my narrative-driven understanding of what the document was doing.  (In other words, it helped me see the forest, even when I was examining the trees).  It was so unexpectedly helpful to my understanding of long documents that I’d encourage every new junior associate to at least try it.

The “Magic Eye” and Crossword Effects

Finally, even with the tips and tricks above, there are going to be plenty times when you just don’t “get” something you’re reading in a long, complicated document.  So what should you do when that happens?

Read it again.  And again.  And again after that.

When I was first starting out, I was much too quick to assume I couldn’t understand something on my own and needed help simply because I didn’t get it after one or two reads.  (After all, I was a fairly smart guy, and I was reading carefully and closely.  What else could I do?  Time to ask for help, right?) But I learned over time that—in almost every case—if you stick with it, something happens.  One of two things, actually.

It may be on the third read, or maybe the thirteenth, but there will be times when you’re reading text that makes no sense to you—feeling like you’re just banging your head against a wall—and then, all of a sudden, that language that previously made no sense will (almost magically) resolve into something you understand perfectly.  It reminds me of the way that 3D images pop out of the stereograms that I used to love as a kid.  (And I’m realizing as I’m writing this that most of today’s junior associates are probably too young to have caught the stereogram craze.  If that’s you, I’d highly recommend tracking down a “Magic Eye” book at a used bookstore.  It was the hot 3D tech a few decades ago.  Don’t laugh.)  So I call it the “’Magic Eye’ Effect.”

Other times, everything may not come into focus all at once, but the following will happen.  Each time you read through a trouble passage, you’ll unlock something new, some small new piece of understanding that you had missed before, even if it’s just a tiny nuance.  And when you read it again, that nuance will help unlock another nuance, and another.  And just like solving a complicated crossword puzzle, every subsequent pass through the clues reveals a little bit more, and little bit more, until after a couple of more reads, you’ve teased out a comprehensive understanding of the passage in question.  That’s what I call the “Crossword Effect.”

Of course there may be times when you need to ask for help to ultimately figure something out.  But don’t sell yourself short.  If you stick with it—take that deep breath, make that coffee run, and the then plunge back in to the difficult passage patiently and persistently—in 90% of cases, the Magic Eye or Crossword Effect will come to your rescue.  Your understanding of complex contractual (or other) drafting will improve by leaps and bounds because you figured it out on your own.  And the next time to encounter a similar passage, it’ll make much more sense to you more quickly.

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