March 20, 2025

 Raj Bains

 Pratik Patel

 Vince Vetri

general counsel contracts Consulting best practices elm law department contracts lifecycle management

Again this year, GCs everywhere are experiencing déjà vu. Despite increasing workloads and demands, word from the top has come down that ‘unfortunately, there is no additional budget for this year.’ Sadly, unless GCs revamp the relationship between the law department and business stakeholders, their law departments will have to continue to endure a herculean do-more-with-less existence.

What’s a GC to do? One way out is to move away from a ‘transactional’ dynamic across business units to a strategic, partnership-based approach centred on how legal, if fueled adequately, can add tremendous business value and meet their incentives.

The Big Picture

The first step is taking a holistic look at things. When judging GCs’ and their teams’ performance at delivering value, a singular ‘more-for-less’ efficiency test is ultimately counterproductive. It typically results in talent retention issues and burnout and ignores what matters most: maximising the law department’s contribution to business value. Succeeding at that is a matter of properly managing and balancing the objectives of protecting, running, and growing the business through strategic delivery and smarter utilisation of limited law department resources – that is, ‘running legal like a business.‘

The Contracts Conundrum

A major case in point is contracts. At many law departments, this means reviewing an ever-growing number of contracts on a case-by-case as they pile up in the department’s queue of matters. The volume of contracts leaves little or no time to take a step back to assess the contracting ecosystem from a strategic perspective. Consequently, competing legal and business objectives remain unresolved.

The benefits of the transformational change in question are undeniable. So why hasn’t it happened? Most often, the answer is that it generally requires upfront investment, institutional buy-in and playing the overall sport of legal differently. But in reality, this doesn’t have to be so hard.

We recommend law department leaders start by assessing where time and resources are being spent and the degree to which those activities are aligned (or not) against core business areas or goals. Buy-in typically comes once those items are adequately inventoried across the Eisenhower Matrix or Moore’s Core vs. Context model. Once the team (and business) can see how much work is misaligned or understand the potential ROI of doing it better, things will change.

The Four Steps

In the context of the contracting function, this involves four steps:

1) Operational efficiency – The foundational step is conducting a detailed analysis of how proposed changes will reduce cycle times and increase operational efficiency. This requires reviewing the end-to-end contracting process and teasing out opportunities to make processes leaner (e.g., fewer hand-offs and escalations), reduce friction (e.g., more

balanced terms and fewer templates), and increase the use of technology (e.g., workflow, triage, and contract review/redlining).

2) Right sourcing – Next comes developing a proposed framework whereby the allocation of work proportionately and appropriately matches team members’ expertise, experience, and cost point relative to the value and risk of different categories of work. Ensuring resources are adequately more aligned to the ‘core’ areas will undoubtedly drive more value and thus making sure you get more investment from the business.

3) Strategic delivery – The third step is ensuring what matters most is actually treated as being most important. Even though everyone tries to jump the law department’s queue of pending work, not all work is equally important from a business strategy and mission criticality perspective. It is crucial to find ways to free up the most impactful internal resources and focus them on agreements that add the most value.

Part of this involves improving operational efficiency. But just as important is right sourcing and outsourcing routine contracting to free up internal resources to pivot and focus on strategic delivery. For maximum impact, you should approach outsourcing with the same philosophy as with the rest of the business, namely, working in partnership to maximise value. In the contracting space, the right outsourcing and legal managed service provider (or providers) must have demonstrated success helping other GCs reduce overall cycle times and the cost of transactions. Four considerations are paramount:

· Staffing capabilities – which means not only having sufficient lawyers available to handle your routine contracting but also multi-lingual global delivery from a range of cost centres (to ensure cost-effectiveness via having ‘the right resource do the right category of work in the right location’)

· Completeness, i.e., having an end-to-end solution across all phases and the entire continuum of contracting activities

· Technology – specifically, advanced (i.e., AI-powered) tools to support delivery with robust reporting capabilities that provide insights to drive continuous improvement

· Know-how – deep expertise in building out playbooks, template harmonisation, reviewing and negotiating agreements, etc.

4) Benefit and ROI to the business – So here comes the hook! If you accomplish the preceding items, overall contracting times and cost-per-contract will fall, procurement agreements will move through more quickly, enabling projects to commence sooner, and cycle times of sales agreements will shorten and thus accelerate revenue growth – a win-win for all! But you need to share the news. Quantifying how the changes and improvements will positively impact the business and how much revenue and profit the changes can generate is key to the business case. (Further guidance is available here.)

Against this backdrop, stakeholders, including Finance, IT, Procurement, and Sales, will undoubtedly become more invested – figuratively and even fiscally – in supporting the GC’s business case to transform legal delivery.

Maximum Value – and Plus Jamais

By re-orienting a law department towards adding business and strategic value, tremendous results are possible. The surest path to maximum impact comes from following the four-step path detailed above – and, to the relief of GCs everywhere, it can make the days of (to coin a phrase) déjà-‘do-more-with-less’-vu a thing of the past.