In-House Counsel

Ode To My In-House Document Management System

Admit it, your new document management system is a thing of beauty.

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The before times…

I can distinctly recall the day my company voted to chuck our old practice of storing legal docs on a shared drive in favor of a sophisticated, shiny new document management system. I remember it well because I myself was shiny and new and couldn’t understand the overwhelming sentiment that the business shouldn’t have access to it. I distinctly recall the moment when I suggested it would be more expedient to allow the business access to it, all eyes in the room turned to regard me in abject horror like I suggested we take up recreational yodeling. In hindsight, my colleagues were absolutely correct.

Adopting a document management system is a massive undertaking, like cleaning out your attic or performing an exorcism. There’s no half-way about it. Once you commit, you’re in. And you don’t really realize how many documents you have until you discover it’s not just the files on the share drives, but the Outlook dregs you never got around to filing, the woebegone execution versions saved on your desktop, or that random, half-chewed box of unmentionables you keep locked away in the fireproof room like it’s the Ark of the Covenant. Why? Because opening them and finding all those random signature pages from the birth of your company will melt your face off and consume your soul.

Then, of course, there’s the admin aspect of the document management system. And we all know how great attorneys are at making administrative decisions. (Insert eye roll. Go ahead, do it again. You know exactly what I’m talking about. We suck as a collective whole at making basic administrative decisions that normal people make in three seconds or less without examining every possible risk scenario). Our legal department spent a solid 90 minutes snipping at one another over the naming convention of documents. The freaking naming convention. Ninety minutes of my life I will never get back. Ninety minutes I could have spent practicing my stone-cold killer poker face for when the business asks me if there’s a legalism we could include in the contract to protect us from God (not acts of God, but the big G himself). I don’t know why, but that one still makes me giggle.

Alright, let’s say you get there, right? You pick out a slick new document management system platform, you and your colleagues agree on all the mind-numbing, face-melting policies and procedures related to it (policies and procedures that everyone will abandon the minute it gets crazy around the office), and then you hand it over to the tech guys for implementation or as I like to call it, the “gird your loins, children” phase. Because you and I both know that the tech team is going to discover some complication or glitch or hereto undiscovered ghost in the shell that will delay your implementation for an ungodly amount of time and will still likely result in you having to manually upload most of your documents since they didn’t transfer over in the migration. Because… tech guys. Anybody who maintains that attorneys are the most obtuse creatures at a company should go spend 10 minutes around the tech team when shit hits the fan.

Congrats, implementation woes aside, you now have this beautiful, pristine database in which you can create and work in peace. And oh my, you can actually find stuff. Oh, the finding of stuff you need, a simple search string away without needing to track down a colleague who worked on the master services agreement seven years ago. Admit it, your new document management system is a thing of beauty.

Now, like younger, idealistic me, you may be tempted to give your business partners access so that they can find an executed contract themselves without having to bug you. Or they could add pricing to a draft instead of emailing you seven times with different numbers. But that way lies madness, friend. Think about any policy or procedure you’ve ever tried to implement with your partners. Think about the cut corners and handwritten comments in the margins and the abuse of any form you’ve ever allowed them to use. And that’s why you don’t give them access to your document management system. In the same way that attorneys revel in order, your business partners revel in chaos. Business partners are designed to be movers and shakers, masters of agility, and system challengers. They frankly don’t have the time or inclination to treat your document management system with the reverence and diligence it deserves. So don’t set them up to fail. Keep your document management system restricted to your legal department and avoid face-melting scenarios.

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Kay Thrace (not her real name) is a harried in-house counsel at a well-known company that everyone loves to hate. When not scuffing dirt on the sacrosanct line between business and the law, Kay enjoys pub trivia domination and eradicating incorrect usage of the Oxford comma. You can contact her by email at KayThraceATL@gmail.com or follow her on Twitter @KayThrace.

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