Other parts of this series:
This “signing, booking and storing contracts” post is the fifth and final installment in our series profiling the contract remediation journey (see illustration below outlining the phases). A particular challenge financial firms face after amending contracts is how and where to electronically sign, book and store them. Automating these critical pieces of the end-to-end contract remediation process with workflow-based tools and controls reduces potentially significant legal and financial risks such as losing contracts and lost revenue from failure to tie a contract to transactions, thus not fully realizing the value of the contract.
Tools such as Contract Lifecycle Management (CLM) can be used to house contracts in an easily searchable repository, and when coupled with e-signature and the use of third-party provided managed contract services, can keep these contract remediation processes moving smoothly, reducing resource costs and time.
This refocus of talent allows in-house attorneys to invest time and energy on more value-add legal matters requiring their “highest and best use” legal training and skills.
Lately, we have seen an interest among firms in outsourcing their contract lifecycle management function to a third-party managed services provider. The intent being the provider would perform all core end-to-end contract lifecycle activities such as reviewing contracts, negotiating and amending, facilitating signatures, booking and storing contracts.
This is often done to increase turnaround time and lower fixed costs for contract review services rendered by relatively expensive in-house and external attorneys and replace these with lower cost onshore or offshore labor trained talent (including paralegal and contract reviewers and negotiators). These third parties can not only review and amend contracts but negotiate terms and pricing as well, as long as they are supervised by client attorneys for final reviews and escalations.
This refocus of talent allows in-house attorneys to invest time and energy on more value-add legal matters requiring their “highest and best use” legal training and skills. Leveraging a third-party managed service also allows a firm to scale up or down based on need. For example, operations can be ramped up to handle a large scale regulatory, market or business driven event such as LIBOR contract remediation. Once the remediation is complete, operations can be scaled down.
Finally, firms can leverage the third-party managed service provider’s technology platform rather than having to build and maintain their own technology platform. Often, these managed service providers have rigorous quality assurance/control reviews of work and produce dashboards that track the status of contract signing and booking and show key performance information such as contract signature receipt elapsed time for individual contract analysts assigned to a given contract as well as highlighting any quality issues.
Now that I have amended my contracts, what’s next?
After a contract has been amended, it should be promptly signed to take effect. Oftentimes this can be a laborious and manual process for many firms where physical signatures are still captured, and documents are scanned and emailed back and forth by both sides. This can result in delays in signature and inadvertent file loss, not to mention the risk of third-party bad actors potentially accessing the contract via hacking into less secure systems.
Thus, many firms have been exploring e-signature technology tools for both efficiency and document security/protection. These tools take a contract and automate the signature process via workflow that route the document to pertinent parties for their signature. The parties access the document using email links and provide comments and/or signature in the e-signature tool. The executed contract can then be booked against new and/or legacy transaction(s)/trade(s) in transactional/trade systems.
The booking process typically involves pairing a contract to a given transaction (e.g., a syndicated loan agreement would be tagged to a certain syndicated loan financing). Thus, if there are any issues with the transaction, the relevant contract is easily accessible. Additionally, the revenue from trades/transactions can be traced back to a contract and financial metrics can be auto-calculated to measure and report on the profitability of a contract in the financial system. This data can be provided to front office sales/relationship management staffers and financial risk teams for pruning clients/contracts that are higher risk and/or of lower profitability than set standard thresholds.
Firms that use CLM tools can fairly easily integrate them with their transaction/trade systems to facilitate this process. Without a CLM tool, transactions would have to be manually tagged to a contract number (stored offline) and searching for the contract would be far more difficult and time consuming.
After the contract has been booked in the transaction/trade system, the contract should be stored electronically in a firm’s enterprise document management repository (e.g., a document management tool or simply, a central site) for easy access. While the contract could be stored solely in a CLM tool, ideally, an enterprise document management tool should be used to store contracts so one can easily search across all contracts and within them for key words/clauses such as LIBOR references and force majeure clauses to determine risk or financial exposure. These document management repositories can be connected to Legal Hold and document retention and destruction tools/databases to manage the end-to-end process.
Figure: Accenture Contract Remediation Lifecycle
In sum, firms facing an onslaught of contracts needing remediation from regulatory change-driven events such as LIBOR, BREXIT and force majeure (exposure from COVID 19) have to make critical decisions about whether to build contract remediation capabilities vs. buying them. They can either build their own evergreen internal contract remediation lifecycle factory—supported by artificial intelligence powered contract search and extraction tools and workflow engines plus business intelligence dashboards—or can consider buying these capabilities and working with consultants for a fixed mandate to manage contract remediation using their leading tools and access to specialized talent.
The upfront costs to address these problems holistically and sustainably using a factory model and tooling may very well outweigh the compliance risks and costs of managing this by a manual approach, and which can expose the firm to potential re-work, regulatory criticism, fines and lost business opportunities. Accenture can help clients build out a foundational contract remediation factory with playbooks, tested approaches, templates and end-to-end tools. We can also execute, in a staff augmentation capacity, a formal remediation process using our Contract Managed Services (within our Operations arm).
How we can help
In this blog series we have explored how financial services firms can effectively and efficiently navigate a contract remediation journey that has been thrust upon them by recent regulatory change-driven events. Despite the challenges ahead, firms that opt to standardize and scale their contract management process end-to-end should fare well. And Accenture can help.
Clients can build out their CLM program with our support and access leading capabilities in the following areas:
- Conducting current state assessments
- Defining a target operating model for CLM process
- Defining tools, business and technical requirements
- CLM system integration
- Contract managed services
To find out more on the topic and how Accenture can support your LIBOR transition please contact the authors.
Newsletter Contact Person: Lisa Bloomberg
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