The days are long gone by when being a lawyer meant spending hours in the library surrounded by stacks of dusty books. Modern legal practice relies heavily on software tools, and being a good lawyer means being armed properly. Litigators and corporate lawyers use different tools, and here are some of the most essential:
1. LexisNexis or Westlaw
Both litigators and corporate lawyers need access to LexisNexis and Westlaw to research case law. In the past, cases were published in various reporters, which formed the bulk of a legal library. All of those cases are now digitized, edited with summaries, and even linked together topically by one of the two main services. In addition, both LexisNexis and Westlaw provide advanced search operators that makes Google searching look like child’s play.
These companies offer both flat rate plans which are charged by the hour and per-search plans for access to certain databases. They also provide a wealth of other sources, including legislative history, annotated statutes, legal treatises, and academic articles. Both have also recently started offering a new search service, providing another way to search through cases using more advanced semantic indexing (similar to what Google uses) instead of the strict operators used in traditional search, which while more precise can be quite complex.
Corporate lawyers may also be interested in Westlaw Business (formerly called Live EDGAR), which is a separate product from Westlaw which allows searching of public SEC filings, SEC staff comments, access to corporate law treatises and more.
2. EDGAR and SEC.gov
The SEC itself provides direct access to search all public filings via the EDGAR system, for free. Via the EDGAR system, corporate attorneys can pull filings back to the early 90′s for all public companies, including Forms 10-K, 10-Q, 8-K,13-G, and the ever-famous S-1 (such as the one recently filed by Facebook in order to complete its IPO). While investors will spend the most time pouring over the financial disclosures made in these filings, lawyers may be looking to see if risks to the business were properly disclosed, corporate governance practices and executive pay policies.
Also available on SEC.gov is guidance provided by SEC staff. The SEC often will publish advice (which is really law, for all intents and purposes) on filing requirements when there may be a question and the regulation itself is not clear. A corporate attorney assisting with making these filings with a question may search this advice on SEC.gov, although unfortunately the best search functionality available for free is CTRL+F in your web browser – for more advanced search, you’ll need to go to one of the paid services like Westlaw Business.
PACER is the litigator’s equivalent to EDGAR. PACER is the Public Access to Court Electronic Records, a system which allows litigators to search public filings in cases in the Federal court system. Most states provide similar state-run services for access to filings made in cases being heard in state court. Unlike EDGAR, PACER is not free, although it isn’t very expensive: it’s $0.10 per page, but with a cap of $3.00 per document (so even if a document is 200 pages, it’s still only $3.00). PACER can also be used to e-file most documents with the court.
PACER is an essential tool for any litigator: while cases found via Westlaw will let you read the outcome of a case and the judge’s ruling, PACER lets you read the arguments both sides made before that conclusion was reached. This can provide invaluable insight into cases where the outcome may not be clear, or when dealing with a contradicting case that doesn’t seem to fit the other precedent that has been found.
4. Virtual Data Room Provider
Another essential tool of the corporate attorney is the virtual data room. These “data rooms” are secure virtual locations to share confidential and highly sensitive materials. Typically they are used in the context of merger and acquisitions. Before a deal is reached, an investment bank conducting an auction process or a company who is being sold with several suitors may use a data room to provide confidential information necessary for buyers to value the company and make an offer, such as financials, customer contracts, and intellectual property. Once an initial offer is accepted, the buyer will then begin to conduct “due diligence”: the accounts will reveal the financials for any surprises, and the lawyers will reveal contracts for the same. A virtual data room is essential for the seller to provide access to this information to the buyer, as it is far more secure than other methods of sharing documents.
5. E-Discovery Management Software
E-discovery management is an increasingly greater problem to tackle in the age of electronic documents and communications. When conducting discovery, litigators often need to review millions of emails, instant message chats, memos and other internal documents looking for the proverbial “smoking gun” that will let their client win. Because the number of documents has exploded as a result of technology over the last 20 years, litigators have turned to e-discovery management software such as Concordance (offered by LexisNexis) to manage all of the documents. The software also often takes the first stab at discovering relevant documents, allowing litigators to search for keywords and metadata (such as the author of the document or sender of the email) and restrict by date to cut down the often-times tens of millions of documents down to a more manageable thousands. Then the software can be used by lawyers reviewing the documents to tag them as relevant or irrelevant, and potentially as subject to attorney-client privilege (and therefore not admissible in court). Without this software modern day commercial litigation would be impossible.
Luis Thomas is a former attorney, author and software consultant for law firms. While still practicing, he was tasked with deploying new software tools for his firm, including secure file transfer, document management and e-discovery solutions.