Are You Merely Wordsmithing?

Are you merely wordsmithing, or are you adding value? Your clients want the latter out of your representation.

Gary J. Ross

Gary J. Ross

“Wordsmithing! It’s all wordsmithing!!”

The client was upset. There I was, a junior associate who had innocently forwarded a few changes — okay, a lot of changes — to a registration statement to R.R. Donnelley. I didn’t know there was a per-word charge. Wasn’t the client paying a gargantuan Biglaw bill anyway? What did a few dollars per word to the financial printer matter? How much could it be? However much it was, it mattered to the general counsel. She had me put on the brakes.

“Tell me one thing. Point out one change to me — one change, just one change — that’s not mere wordsmithing. Just one.”

I knew the few edits I had were wordsmithing, because I barely knew what was going on back in those days (other than having some vague sense I was a sleep-deprived securities lawyer in Biglaw). But there were two partners on the deal, which was a little unusual in pre-financial crisis days, and they had both given me lots and lots and lots of edits. Surely a few of these were important.

“I’m waiting.”

Um, okay, time to think on my feet. I looked over the edits. Placing a list of numbers in descending order — yeah, I don’t think that edit is going to cut it. Passive to active voice? Maybe normally, but not right this second. Changing all straight quotation marks to curved? Yeah, right. But what is this? Maybe this one — ….

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“Gary?!”

In my most authoritative Biglaw voice: “Here on page 17, there are several references to the company being able to spend a certain percentage of the members’ investments. We’ve changed all of these to “up to” the certain percentage, which is much better because it gives the company flexibility in case it doesn’t end up spending that exact amount. It’s important to preserve flexibility.” Whew! I had come through. Relief.

“We are going to spend every dime we can, that’s a ridiculous answer.”

Rats. Deflated, I gave up. “Um, let me ask [partner] when he gets back. I don’t always know what they’re thinking, and I don’t want to tell you none of these edits are important until I check with him.”

“Humph.” (She didn’t really say “humph.” But I sure felt a “humph” coming through the phone.)

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The senior partner materialized in my doorway. He slowly turned each page, looking over each edit one by one. After what seemed like an eternity, he turned to me and said, “none of these are vital.”

“I knew it,” said the general counsel later.

Are we merely wordsmithing, or are we adding value? If we’re only wordsmithing, our clients might as well be paying an editor $40 an hour instead of whatever it is we’re charging. Often we think we’ve really added value by, say, making sure each item in a list of factors is of similar length, but was that what the client was hoping to get out of our time?

In SmallLaw, our clients generally work with tighter legal budgets, so it becomes important to know when to take the time to make edits only a fellow lawyer would appreciate. Clients who have moved much of their legal work from Biglaw to SmallLaw consistently tell me they really didn’t mind paying $600/hour for the Biglaw partner. The wisdom and judgment the partners had were worth it. But they hated paying $300 (or more) an hour for associates to move words around. Thousands and thousands of dollars to review a document, often with no appreciable benefit.

The junior partner on the deal I referred to above kept insisting, “But these edits have to be made!” And to those of us who have been doing this a while, seeing numbers listed as “300, 4000, 78, 40” triggers a reaction similar to being stung by a bee. Oh my God, the 4000 must come first. Otherwise, it’s wrong. But is it “wrong” in that sense that the SEC is going to reject the filing because of it? Are investors not going to invest because the numbers weren’t in descending order? I didn’t even know that was a rule until I got to Biglaw, so I don’t really think a pension fund that would be otherwise interested is going to take a pass on investing because the “4000” was out of place. The general counsel sure didn’t seem to think so.

Here where I live in the world of securities law, I’m often drafting SEC filings that are not public. It doesn’t serve my client’s interests to spend hours and hours on a filing that’s only going to be seen by a handful of people at the SEC, trying to make sure it’s as readable as a Hemingway short story or an ATL column. My review to make sure the document meets the applicable legal requirements and that nothing can be later interpreted as inaccurate or misleading is where I’m adding value. Not me wordsmithing.


Gary J. Ross opened his own practice, Jackson Ross PLLC, in 2013 after several years in Biglaw and the federal government. Gary handles corporate and securities matters for startups, large and small businesses, private equity funds, and investors in each, and also has a number of non-profit clients. You can reach Gary by email at Gary.Ross@JacksonRossLaw.com.