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I was told at my first firm never to track changes (I think someone got in trouble for information on their metadata, not sure). At my current firm, no one cares, but I think the best practice is to run your own redlines and avoid track changes when you can. I have to disagree though that it is easier to run redlines than track changes. Track changes is easier.
@A3, lol. 100% agree. The only real downside I can think of to track changes is if the other side made changes (especially to provisions that aren't being negotiated) and then accepts said changes, there's no way I'd know without re-reading the entire agreement, which defeats the process. Hence, if I were only looking out for the red/blue/green highlighted text, I'd inadvertently miss changes made and simultaneously accepted by the other side. I think this is why Big Law firms do redlines. It's a diligence measure.
My only ask is if you're doing redlines, please, please, please, do them in Word.
It’s funny because I’ve seen a HUGE difference in this between law firms and in house. Biglaw always seems to send a clean copy + a PDF markup showing changes. You don’t keep working in the same doc. In-house (at least on commercial deals) is always flipping copies of the same doc and updating the markups via track changes + adding comments. Personally I prefer the latter, but I doubt it would work as well for giant complex agreements. It already starts to break Word if you have too many edits/comments in a 10 pages MSA. Can’t imagine what would happen in a 100 page credit agreement.
I also find the redlines from a software much easier to read than Word track changes.
We use track changes. Here lately after an update to Microsoft was made it has just become the worst feature to use it. After creating a document and turning on Track Changes I then am unable to edit and be the "administrator" of the document without having to save it to my desktop and then resave it in the file under a new name.
Could be worse. I've gotten documents where the changes are just red text and strike throughs. For some reason the accept/reject feature doesn't work on those. 🤔
Just throw the whole thing away.
Wow this has been eye opening. What type of law does everyone practice? I am in M&A and I’ve never seen tracked changes so commonly used (but now am seeing it a lot with estate/litigation attorneys).
Pole Attachment Agreements…they are as thick as books sometimes.
I’m a fund formation and investment management attorney (95% of the time) and do complex IP transactions with a healthcare or FDA regulatory component the other 5% (I am registered to practice at USPTO but don’t do so - I was a molecular biologist before becoming an attorney). 0% of my private funds work has ever involved a tracked changes request. Occasionally I see it for the IP stuff, but nobody blinks when I’m like - here’s the clean version, a .pdf redline, and tracked changes against your last version bc - do you. I see tracked changes exchanged a lot in house at the client for IP matters but I break the system and do it my way. Everyone has been fine with it though bc I’m efficient and know my stuff. But I could see big push back in house when tracked changes is all folks know how to use and their preferred approach.
I've seen both from competent lawyers, so there is no correct answer. It's personal preference. I send tracked changes internally (specialist here) but I only ever see clean copies with redlines sent across to other the other side.
We use both formats.
I almost never see anyone not use track changes in Word. I run, and see others run, redlines using third-party programs sometimes when sending out docs to the other side, but it is highly unusual for internal drafts.