For those working in house, how much “from scratch” document drafting are you doing vs. reviewing and revising “outside documents”. For example, if your company wants to enter into a joint venture company with another entity, are you drafting the company agreement “from scratch” or is it based on internal forms? Or are you getting outside counsel to do it?

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I am a 30-plus year lawyer. I try never to draft from scratch (and rarely find it necessary). I and other members of my team brought our forms with us to our company. We can generally find a starting point there if it is not something we’ve done before. To the extent we cannot, we will ask outside counsel to prepare (especially if lands outside our collective expertise).

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I will say, if it’s a joint venture with new partner and I feel we can leverage to our advantage by drafting first, I’ll do the first pass. If it’s an existing relationship, and I’m fairly comfortable with the business terms, I’m generally fine with working off of their paper.

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Re: Spread. When I started it was 70/30 (drafting vs reviewing) and after building out frequently used forms it was 30/70. This was at a mid stage startup (Series A+/B). I’m now at a vc fund and I almost never draft / rely a lot on outside counsel bc our portfolio companies pay our legal fees.

Re: Outside Counsel. Depends on the size of the company and size of transaction. When I was at a startup, I drafted most agreements myself and had the forms gut checked by outside counsel if they were important (otherwise would just send). If it was a huge transaction, I let counsel run it. Generally speaking, you try to avoid outside counsel due to cost (esp biglaw) unless it’s just to ask for good contract forms.

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I mostly use previous forms and make a lot of updates/changes. But once in a while it is from scratch. We don’t use outside counsel ... I do find that I can get a lot of good information by using legal research sites and general internet searches.

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Starting out, I did majority from scratch. Now that I have a template library, I won’t likely do so nearly as often. But recently went through our first series A, so taking things up a notch and will likely be using outside counsel for initial template and/or last review.

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