2. JOHN KEITH Employment Law Chief Counsel
“The team is enjoying the rich variety of the work. It’s incredibly exciting and rewarding to be able to contribute meaningfully. I only wish we had done this years ago.”
JOHN KEITH Employment Law Chief Counsel

3. DAWN SMITH General Counsel
“By focusing the [in-house] team on interesting and challenging work, we achieved our goal of becoming a trusted advisor, while also encouraging career development for our team members.”
DAWN SMITH General Counsel

4. ELLEN PEKILIS General Counsel
“We went from a small department with uncontrolled incoming flow to a high-performing group who perform more complex, challenging tasks. The projects are more rewarding and cross-functional, and the legal staff is more engaged.”
ELLEN PEKILIS General Counsel

6. STEPHANIE SCIULLO Associate General Counsel
“Where there are repeat, routine tasks, we can benefit from creating an optimized process. … we are not trying to stuff every skill into a box or a form. There’s room for both creativity and efficiency.”
STEPHANIE SCIULLO Associate General Counsel

7. RENATO CONTI former General Counsel
“Although we liked to be perceived as characters in a Rambo movie, we truly wanted to improve our reputation and status with internal customers, and to bridge the gap between quality offered and quality perceived.”
RENATO CONTI former General Counsel

8. CHRIS FOWLER BT plc UK Commercial Legal Services GC
“We are now in a position to demonstrate to our internal customer that the value of their legal spend is being optimized and continually monitored.”
CHRIS FOWLER BT plc UK Commercial Legal Services GC

9. RAFIK BAWA Associate GC
“Aside from greater work-life balance, team members feel a sense of ownership of the solution and have moved up the value chain to do more complex, strategic work.”
RAFIK BAWA Associate GC

11. JENNIFER BILLINGSLEY ZS Associates former GC
“Allowing our in-house lawyers to specialize — giving them areas they own, and equipping them with tools and resources — allows them to focus on the things they really enjoy.”
JENNIFER BILLINGSLEY ZS Associates former GC

12. JOE MILCOFF FedEx Ground Package System VP Litigation & Risk
“Everyone is able to use all of their talents as legal professionals. There is no need to farm out this work to a firm billing us for a junior attorney’s time. We’ve seen increased quality, increased consistency, and increased job satisfaction.”
JOE MILCOFF FedEx Ground Package System VP Litigation & Risk

13. RAY BAYLEY Novus Law CEO
“It’s pretty cool when clients expect cases to go six months and [we] can resolve them after a few days or weeks.”
RAY BAYLEY Novus Law CEO

15. LOIS BINGHAM General Counsel
“We pursued a fast pace, but tried to be nimble and flexible. It was really a great experience. The team coalesced and put their all into realizing our shared vision: to be a best-in-class legal department.”
LOIS BINGHAM General Counsel

16. TROY SWAN General Counsel Australia & New Zealand
“Raising the legal IQ [among clients] has driven a marked decrease in requests for assistance, allowing the legal team to focus on higher-value efforts, thereby reducing the need to seek external advice.”
TROY SWAN General Counsel Australia & New Zealand

17. STEPHANIE SCIULLO Associate General Counsel
“Jump right in, even if you don't have everything perfectly in place yet.” [when asked for advice for future Champions]
STEPHANIE SCIULLO Associate General Counsel

18. Innovative Collaboration Models in Procurement, Contracting and Discovery

19. Red Robin’s Contract Process Initiative with Bryan Cave

20. Problem Statement
Red Robin’s contracts process was causing various pain points:
Lack of standards for key contractual terms
resulting in less favorable terms, higher risk (legal and business), and longer contract review cycle times
Lack of well-defined contract review process
Confusion (who, what, when?)
Inconsistency - Legal and finance team only included in review of some contracts
Significant $$ spending not tied to a contract at all
No visibility into where a contract is in the process
Lack of tools to facilitate post-signing contract administration
No centralized contracts repository
Contract milestone management challenging (renewal, termination, etc)
Inconsistent management of contractual compliance by vendors

21. Collaboration with Bryan Cave
Bryan Cave partnered with Red Robin Legal Dept to
Create a Contracts Policy
Create Self-Service Tools:
Contracts playbook / clause library
Templates, checklists
Contracts intake form
Contracts training
Design and implement Contracts Management System
Draft, review and negotiate contracts
Provide cost predictability – Fixed Fee Arrangement

22. Project Scope Scope of Contracts Process Initiative
Entire lifecycle – draft, review/negotiate, signature, storage, amendment, renewal, termination
However, initial focus was on establishing process from intake through signature
Standardizing clauses and templates and improving efficiency of legal review
Later moved on to technology tools for contracts intake portal, contract storage and lifecycle milestone alerts

23. Project Methodology Identify and Segment Contracts Landscape
Improve Efficiency of Legal Review
Define and Communicate Contracts Process
Create training and self-service tools for clients
Use technology to manage contract lifecycle
Project Methodology
Identify and segment contracts landscape
score contract types by impact on business and risk
Streamline contracts review process
Tailor legal staffing models to contract volume, complexity, and required TATs
Create ‘good,’ ‘better,’ ‘best’ contract clauses to provide a pre-approved range of standard “fall back” options
Create contract review policy that:
reflects new process,
assigns clear ownership and governance
Provides escalation path where needed
Communicate the “Why” and the “WIIFM” to secure Exec Team and internal client buy-in
Create contract templates for ‘contracts leads’ in business functions
Pre-approved “good, better, best” clauses
Training – intake process, use of templates, writing SOWs, red-flag issues and escalation
Implement contract management system:
Contract storage and search
Contract milestone alert notifications
Automate review and approval workflow
Monitor policy compliance

24. Identify and segment contracts landscape
Higher
Risk/Value
Unique/Specialized
Strategic
Expertise, Complex
Competitive Advantage
Examples
Examples ■
Third party benefits agreements ■
Food supply agreements
Master agreements (software ■
IT outsourcing agreements
Senior ■
Lawyers
licenses; credit card agreements) ■
M&A agreements ■
Larger procurement agreements
Lawyers
and Paralegals
Business Units Submit Requests
Contract
Intake
Specialist
Paralegals and
Not Business Critical
Essential to Business…
Contract Leads
Ordinary Course
but Routine
Examples
Examples ■
Service agreements for restaurants ■
Real Estate Leases
Contract Leads
(Music, DirecTV, Preventive Maintenance) ■
Franchise agreements ■
Supply agreements (lower-value ■
Marketing agreements
agreements) ■
Non-disclosure agreements
Lower
Risk/Value
Non-Core
Core
Nature
Core = Matters that directly
impact business strategy.
Tailored contracts review staffing model to risk and impact on business

25. Volume of Contracts Drafted / Reviewed
Improve efficiency of legal review: Defining staffing model
Lawyers
Contract Intake
Specialist
Business Units Submit Requests
High
Value/Risk
Volume of Contracts Drafted / Reviewed
Low
Manage high-risk and
matter.
Manage complex,
sophisticated, and
high-value contracts.
Review routine and
ordinary course
commercial contracts.
Reviews intake submissions
for completeness and
assigns contracts to the
for review
Contract Leads
and Paralegals
high-value contracts, often
Senior
specific to a given subject
and Paralegals

26. Communicate the new Contracts Process Lessons learned the hard way
Need Executive Team and internal client buy-in
Explain the “Why”
Focus on the pain points for your internal clients rather than those of the legal dept
Explain “What’s in it for me” (WIIFM)
Explain how the new process will solve their pain points
Anticipate their concerns with the new process and address them proactively
Process is designed to improve efficiency of legal review
Process recognizes that not all contracts pose the same risk and require the same level of scrutiny
Make compliance easy

27. Explain the Why - Sample

28. Explain the WIIFM - Samples

29. Communicate the New Contracts Process - Sample

30. Training and Self-Service Tools: Making the Process easier to follow
Contracts management portal – designed and created by Bryan Cave
Automated contract intake process
Automatically reminds the internal client of the required dept approvals and authorized signatories (based on dollar amount, subject matter, duration)
Tracks status of the contract throughout the review process
Generates “green sheet” when contract is ready for signature;
documents receipt of required dept approvals
highlights significant deviations from our standard contract terms
Centralized contracts repository
Tracks and reports KPIs (e.g. contract volume, cycle times, on-time performance)
Self Service Tools for internal clients
Contract templates for routine, repeatable contracts
Checklists
Training for internal clients
Contracts process
Use of portal, templates, checklists, SOWs

31. APPENDIX

32. Final filed in Repository
Sample Contracts Review Process Map
Contract Management Lifecycle
Submit a request
Client needs Is
Send to other side
for contract
to make
Client
Start
additional No
/ negotiations
End
review/write
modifications/
information
needed?
(Bus/Legal
contract
re-submit
involvement) No
Distribute request Is
Level
Yes
to appropriate
based on
Yes
Final filed in Repository
Intake
Request received
information
complete?
level based on
matrix/
matrix/distribution
distribution
tree.
tree
Review
Review/
Is third
Return
Additional
Legal
Standard
Process
Review
Review
party or
Mark-up
Contract Lead /
Paralegal/
mark-
request
information
sign-
Execution
request
or write?
escalation
contract up
needed?
to client
needed o ff
Write No
Yes
Provide input
Lawyer
Review
and return to
request
requestor
and/or
Provide input
Senior
Lawyer
Review
and return to
request
requestor
and/or
Contract Lead / Paralegal—
Escalate
to ET
Provide input
Ordinary, Simple, and Forms
and return to
Lawyer—
Complex, Higher Value/Risk
requestor
Senior Lawyer—
Strategic, Highly
Complex, Expertise
STRUCTURE
PROCESS
TOOLS

33. Sample Project Plan Project Milestones Complete Date Status Comments
Assess the contracts landscape
12/31/14
Complete
Identify, score and segment contracts by impact, risk and core/non-core.
Define contracts intake and handling process
3/31/15
On Track
Define responsibilities for contract intake and contract drafting, review, negotiation, approval, and escalation. Present to ET Mar. 16
Establish standards for commercial contract terms
4/30/15
Standardize clauses for key terms; create ‘good,’ ‘better,’ ‘best’ contract clauses to provide a pre-approved range of standard options for inclusion in agreements.
Create and communicate contracts review policy
Needs Attention
Create concise contracts review policy that reflects established process and assigns clear ownership and responsibilities. Create intake form.
Create agreement templates and self-service tools
Summer 2015
Create agreement templates and review checklists to enable delegation to paralegals and ‘power users’ in business functions. Will define a roll-out schedule for template creation.
Contracts Training for contracts leads within the business functions
Train ‘power users’ in the business functions on the contracts review policy, the process, and (where appropriate) negotiation skills and the use of the templates, checklists and standard clause options.
Conduct Periodic Reviews
6 month intervals
Determine whether need to update policy, templates or standard clause options based on changes in business conditions, risk tolerance, internal client preferences; Audit policy compliance

34. General Electric Discovery COE (Center of Excellence)
2016 ACC Value Champions
General Electric
Discovery COE (Center of Excellence)

35. Broad definition of “discovery”
What do we do?
Support actions to:
Preserve
Collect
Process
Search
Review or analyze
Produce
Host
any documents or data, whether paper or electronic, for any litigation, investigation or arbitration matter globally
Broad definition of “discovery”

36. We live in a era of data explosion.
Why?
We live in a era of data explosion.
Goals:
Increase savings, quality, efficiency, enterprise standards
Decrease spend, risk, nuisance

37. Who is the team? Keys to success: Collaboration Cooperation
Business Legal Team
Corporate Legal Team
Discovery COE
Internal IT & Review Resources
Discovery Provider Panel
Outside Discovery Counsel
Outside Counsel – Case Team
Keys to success:
Collaboration
Cooperation
Communication

38. How do we do it?
Panel Vendors
T360 Task Codes
Discovery COE
SLAs

39. Can you do this too? Yes, you can.
Scoping: identify your pain points and clients
Build consensus and collaborate with key clients
Centralization and standardization
Demonstrable value proposition
Ease of use; friendliness
Customer centricity
Continuous process improvement
Legal savings and avoidance
Top-level support

40. 2016 ACC Value Champions
Axalta Coating Systems and Hunton & Williams LLP
Project: Procurement Contracting Optimization Project
October 2016

41. Axalta Coating Systems
Leading global coatings company dedicated solely to the development, manufacture and sale of liquid and powder coatings
Products include a range of performance and transportation coatings for manufacturers of light and commercial vehicles, the refinish aftermarket and for many industrial coating system applications
Formed by The Carlyle Group in 2013 following its acquisition of DuPont’s Performance Coatings business
IPO November 2014
Procurement department is the single largest area of spend at Axalta:
~ 500 contracts annually worth ~ $500 million

42. Challenges New company processed high volumes of commercial contracts
Legacy sourcing processes were deeply ingrained
Legacy contract templates were cumbersome
Short timeframe in which to develop and implement new processes and templates

43. Solution
Partnership between Legal and Procurement teams to create more effective and efficient contracting system
Choosing the right partner to formulate and execute project
Procurement Templates and corresponding “Playbooks” to guide the operations of Axalta’s sourcing group
Templates: ranged from various services agreements to supply and warehousing agreements
Playbooks: user-friendly tool with negotiation guidelines, explanation of provisions, approved alternate provisions and fallback provisions
Training sessions to introduce the new processes, forms and playbooks
Quality assurance measures to test compliance and measure success

44. Axalta and Hunton Partnership
Fixed Fee
Timeline
Develop a collective view of commercial risk tolerance
Address unique commercial aspects of the business
Practical approach to balance the need for efficient negotiations while protecting the interests of the company
True partnership!

45. Project Goals
Goal to develop a set of form contracts and guidebooks to enable the business to independently negotiate contracts
Superior liability protection PLUS a critical degree of flexibility, negotiation latitude and independence for procurement team
Minimize legal involvement
Quality assurance
Risk management
Practical application
Commercial reasonableness
Speed

46. Final Work Product
Creation of a cohesive set of 13 templates – common vocabulary of objectives, terms and provisions
Each template paired with a “Playbook”
Playbook guides users on how to use the form and how to leverage as a negotiating tool, and contains a chart with contractual provisions
Series of interactive training seminars:
Introduction to the Updated Procurement Templates
Business Persons’ Guide to Commercial Contracts
Careful Documentation Practices
Statement of Work Drafting

47. Quality Assurance and Updates
Annual Procurement Contract Audit
Annual Survey of the Global Procurement Group
Communication and QA processes drive updating, so templates do not become stale

48. Results Achieved Workflow stabilized
More than 50% reduction in average Legal review time
Creation of improved efficiencies and budget predictability
62% of procurement contracts are now handled independently by Procurement, without Legal engagement
80% reduction in annual spend for outside counsel commercial contract review
$50MM increased spend through Procurement year over year from 2014 to 2015
Best-in-class contractual terms and conditions to appropriately protect Axalta
Went public [less than a year] after completion of the project

49. Positive Impact to Axalta’s Business Clients
“Without this project, Procurement would have relied on outdated and potentially unenforceable contract templates from our former company or been forced to use supplier contract templates, which would be less favorable to Axalta both from a risk and commercial perspective. This ongoing partnership has greatly enhanced our negotiating power with our suppliers and supported our goal to become a world-class function.” --Byron Cotter, Global Director – Indirect Procurement

50. Factors in Success Joint project of key departments Hunton partnership
Commitment of key stakeholders
Tone from the top
Streamlined process
Continuous improvement

51. In-House Counsel’s Role in Modernizing Legal Services
Lucy Endel Bassli,
Assistant General Counsel

52. In-House Legal Resources Stratification
Work Complexity
Internal
Outside Counsel - SME
Outside Counsel – Managed Service
Legal Process Outsourcing
Business Owner Self-Help
NEW Concept*

53. Nothing New: Do More Contracting with Fewer Resources
COST
Nothing New: Do More Contracting with Fewer Resources
Law Firms
NA?
Subject matter experts and highly visible negotiations on critical contracts
High-volume contract review (ie., procurement, NDA negotiations)
Negotiations of key legal terms with opposing side
Practice of Law
NEW Concept*
LPOs
Non-Lawyers
US Licensed Lawyers
SKILLS

54. Changing the Conversation: Operating Models and Pricing Models are Not the same thing!
Transaction volumes!
SLAs!
Metric-based performance?
Hourly rates?
Partners vs Associates?
Operating Model = How the legal services are delivered
Pricing Model = How clients pay for the legal services
Who delivers services should not dictate the pricing model.
Hourly Rates
Traditional law firm business model
Time worked = timed billed
Best bet is discount based on spend
Alternative Fee Arrangements
Fixed/capped fees based on aggregating hourly rates
Risk of workload fluctuation
Budget predictability
Transaction or Outcome Based
Need to have predictable workload
Works best for high-volume work
Requires operational rigor and experience

55. What makes this unique? End to end process Continuous improvement
Data driven
Outcome based

56. Look how far we’ve come…