If your practice involves large deals and larger documents, then you know the drafting havoc that word processing can create. Clearly, we save time when we start with legacy documents, copy and paste from other matters, and have each party make their own revisions to the deal documents. But we can also end up with documents with terms that are undefined or defined more than once, defined terms that are not used, and terms or phrases used inconsistently (unintentionally) within a document or across several related documents.
EagleEye, an add-in to Microsoft Word 2007 and 2010 designed for lawyers, does not eliminate the need for proofreading, but I believe it can help speed up that process in three important ways:
- EagleEye makes it easy to focus on, get to and act on the items that need attorney review.
- EagleEye has reporting features that let attorneys delegate appropriate parts of the proofreading process to paralegals, secretaries and legal assistants.
- EagleEye can work across documents, to proofread an entire deal at once.
Overall, EagleEye supports a much more organized and thorough approach to proofreading deal documents that I believe will reduce the time spent proofreading and improve the quality of the documents you send out. The time saved can be spent on the high-level thinking and elegant drafting that can sometimes seem like a luxury in fast-paced deals. And, while EagleEye was designed for documents used in corporate transactions, it could also be useful for any large documents with definition sections, like disclosure statements and plans of reorganization filed in bankruptcy courts.
The Program in Action
Once EagleEye is installed, it appears as a tab in the Microsoft Word ribbon. You activate EagleEye by clicking on the tab and then choosing which kind of proofreading you would like to do first. Clicking on a category of proofreading, such as “Defined Terms” or “Inconsistent Phrases,” starts a scan of the document, which produces a list of any suspect text in a task pane to the side of the document. By expanding each type of potential error in the task pane and then clicking through the list, you can move through the document very quickly, stay focused on the proofreading task, and deal with all instances of one type of error at once.
Three proofreading categories are grouped together as potential items to be delegated:
- Checking cross-references.
- Checking for punctuation errors.
- Checking numbering both at the start of paragraphs and within paragraphs.
Your delegate can use EagleEye’s reporting feature to document any changes for your review—and can use EagleEye’s commenting feature to apply Microsoft Word comments to any spots in the document that require your attention.
The EagleEye task pane updates to reflect changes you make in your document, or in all open deal documents that you have indicated are related to the same deal, as you work. Once you change an item that EagleEye has identified as an error, that item will no longer appear in the EagleEye task pane.
I tested EagleEye on a random document filed on the SEC’s EDGAR site by a Fortune 100 company, and EagleEye found a few mistakes. A few of these were small items, such as having failed to put a few of the definitions into alphabetical order, and failing to close a few quotations. None of these would necessarily alter the document’s meaning, but they are the kind of galling typos that, without EagleEye, you might only see once the final deal documents had been signed and bound.
More importantly, however, EagleEye identified several instances where a term had been used inconsistently—having seen the simpler typos made me wonder whether these more significant inconsistencies had been considered and intentionally left in the document. For example, EagleEye will line up all instances of “Representations and Warranties,” “Representations & warranties,” “representations or Warranties,” “representations but not warranties,” etc., so that you, the attorney, can quickly flip through and confirm that each instance does say what you intended it to say and is not a by-product of the word processing process.
EagleEye does not come cheap, and would probably only be cost-effective for firms with more than a few lawyers, but it is easy to install and requires very little explanation. If you find yourself spending more time on proofreading than you would like and still missing drafting errors, then consider adding EagleEye to your firm’s drafting process.
You can find additional information on EagleEye at microsystems.com. Licensing fees are $5,000 for small firms and corporate legal departments (individual licenses are not available), $10,000 for mid-size firms, and $20,000 for NLJ 350 firms.
Carol J. Gerber is an attorney and the owner and founder of Gerber Amalgamated LLC, a legal technology consulting company devoted to helping attorneys make better use of technology in their practices.
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