Drafting Foundations for Junior Lawyers

Commercial background, philosophy of the parties and commercial terms analysis

• Why does who the parties are matter to drafting?
• The relevance of the economic cycle to drafting
• ‘Current market’ – why does it matter?
• New relationship or existing relationship – how might it impact drafting approach?
• Underlying commercial philosophy of the parties – why is it relevant?
• Interplay with a business’s balance sheet and cash flow
• Understanding counterparty risk and its relevance to drafting
• Commercial terms – analysis
• Exercise: Analysis of a set of commercial terms and understanding how to establish whether further information is needed before proceeding with drafting

Establishing the commercial deal in context

• Commercial terms vs. commercial risk vs. legal risk – what’s the difference and why does it matter to drafting?
• Creating a questionnaire from a set of commercial terms – what questions might you need to ask?
• Potential hidden traps in commercial terms
• Commercial Speak’ and ‘Legal Speak’ – why distinguish?
• Why does the timing of questions matter to drafting?
• Authority to provide instructions – why getting it wrong is to be avoided
• The role of critical thinking at the commercial terms stage
• The role and risks of using publicly available information
• Putting yourself in your client’s shoes
• Understanding how the client operates internally
• Exercise: Establishing whether wording can be taken from a set of commercial terms and directly imported into an agreement, risk analysis and creating a questionnaire

Understanding precedents from a commercial perspective and adapting them

• The contract matrix – what is it and why do you need to know it for any contract?
• The contract matrix – how does it make drafting and raising drafting questions easier?
• The contract matrix – the finer detail
• Assessing how to choose the right starting precedent
• Understanding gaps in precedents and approaches to plugging the gaps
• Commercial drivers to use certain precedents
• Adaptation of precedents
• Exercise: Use the contract matrix to adapt a precedent and consider the impact of the drafting on the rest of the agreement and analysis of other relevant considerations

Approaching the drafting exercise

• Eliminating drafting fear
• The drafting exercise - where do you actually start?
• The ‘jigsaw puzzle’ and assembling all the pieces – why it pays to have a strategy
• Understanding different ‘data types’ and their relevance to drafting
• The role of document automation and AI – pros and cons, and key risks
• How to address sticking points in your drafting
• Reviewing the draft – how and against what?
• Remembering the importance of the contract matrix
• Cross-border considerations

The trainer is a highly experienced lawyer, educator and writer. For almost 30 years and across several industries, he has written and delivered a wide range of bespoke training for individuals, businesses, professional associations and educational establishments.

The trainer has advised banks, alternative lenders, asset finance houses, borrowers, private equity houses, guarantors and pension trustees on a wide range of UK and cross-border banking and finance transactions. These have included syndicated investment grade and global loans, leveraged finance acquisitions, real estate investment & development finance, asset and receivables finance, forward flow transactions, bridging finance, securitisations, social housing finance, higher education finance and general corporate borrowing. He has also advised on restructurings and complex intercreditor arrangements and drafted and reviewed reports/certificates on title on a wide range of real estate transactions.

The trainer is currently a partner with the law firm Gunnercooke LLP. He completed his formal training and qualified as a banking & finance solicitor in Leeds with the law firm, Cobbetts LLP, in 2005, before moving to London in 2007 to continue his career at Denton Wilde Sapte LLP (now Dentons) and subsequently with Wragge & Co LLP (now Gowling WLG (UK) LLP). 

He moved to an in-house counsel role at Barclays Bank PLC in 2010, working in their Trade & Working Capital team, advising on a wide range of UK and international receivables finance, inventory finance, securitisation and other asset finance matters (including invoice discounting, factoring, recourse and non-recourse financing, selective receivables finance, supply finance and full asset based lending agreements). 

He has also worked on secondment with the HSBC (UK) Invoice and Equipment Finance legal and business teams, advising on UK and cross-border asset-based lending transactions, including hire purchase, lease finance and asset purchase finance.

From 2015 to 2023, the trainer was a professional support lawyer in the banking & finance team at Gowling WLG (UK) LLP, where he was responsible for education & training, briefing notes, precedents, legal technologies and providing advice across the firm and its international offices on complex areas of law. He has also written and delivered training for several professional associations, including the Loan Market Association and the American Intellectual Property Law Association.

Having worked both in private practice and in-house with leadership, sales, relationship, risk, compliance, legal, transaction management, operations and product teams, he understands both the obstacles that need to be overcome on transactions and how to get deals over the line successfully. Consequently, his training focuses on providing students with the foundations, commercial awareness and approaches to thinking which are necessary to achieve this.

The trainer is a member of the editorial board for the Journal of International Banking and Financial Law (JIBFL) and has sat on the legal & technical committee for ABFA (now UK Finance) and the PSL advisory board for the LexisPSL banking & finance module. He is also a member of the Finance Knowledge Lawyers network. He has contributed to several major law reform projects and consultations, including the University of Oxford-led Secured Transactions Law Reform project, the City of London Law Society’s Secured Transaction Code project, the UK Jurisdiction Taskforce consultation on crypto-assets, distributed ledger technology and smart contracts and the England & Wales Law Commission’s call for evidence on smart contracts. As a mentor, he has also worked on the law firm panel at Barclays Eagle Labs Legal Tech Hub, London, provided mentoring to law school students and has provided help and support to a wide range of new start-up legal-tech businesses from the UK and overseas.

The trainer is also the author of the blog ‘Legal Change’, has written articles in JIBFL and has written articles and practice notes for Lexis Nexis.

This course will look at, among other things:

• What you need to understand from a commercial perspective before reviewing a set of commercial terms, and how that impacts the drafting exercise
• How to approach building up a set of questions to aid your drafting exercise, and best practice ideas on how to present them to and discuss them with clients
• How to start with the right precedent/template (a common source of cost overruns and irrecoverable fees)
• How to translate commercial terms into legal drafting and why approaching drafting by ‘data type’ saves drafting time
• Why understanding how contracts fit together commercially is crucial to the drafting exercise
• Analysing drafting changes during the negotiation process
• AI and document automation, their pros and cons and key drafting risks
• Drafting legal documents other than contracts or agreements
• Case law and exercises may be used to highlight particular issues

This course is not a clause-by-clause page turn of any specific type of agreement or document, but by examining key drafting principles and examining how agreements and other documents fit together commercially, it will help you to acquire a set of core key principles that you can apply and adapt to different drafting scenarios to both draft and negotiate more effectively.

• Junior lawyers and trainee solicitors looking to strengthen core drafting skills
• Legal professionals aiming to improve commercial awareness in document preparation
• In-house counsel or contract managers who want practical techniques for reviewing and adapting agreements
• Lawyers seeking to reduce drafting errors, inefficiencies, and associated costs

The ability to draft agreements and documents effectively is a must-have skill for all lawyers.

However, there are many subtle layers involved in any drafting exercise and understanding these different layers and how they interplay with each other is key to being able to draft agreements and documents effectively and within budget.

Examining how to analyse and discuss commercial terms, compile appropriate drafting questions, choose appropriate precedents and understand how documents fit together from a commercial perspective are key foundations that are essential to effective drafting.

In one session, this course examines all of the above and highlights some of the key drafting pitfalls that can catch the inexperienced out. This type of understanding might otherwise ordinarily take months or years of experience to acquire.

Our trainer has over 20 years of experience in training and mentoring junior lawyers and has a unique insight into the drafting problems that are encountered in practice.