Redline Markups of Transaction and Disclosure Documents

Summary

This practice note discusses best practices for attorneys creating or receiving document markups produced by hand or computer. Markups can be part of the negotiation process during a transaction, a way of including input from all required parties for a disclosure filing, or an internal process for error-checking. Creating computer markups of documents can be fast and convenient, but may harbor a set of pitfalls that you will need to mitigate before circulating a draft outside your internal team. Hand markups also persist in certain situations. Whichever method you choose, the use of a clear and consistent markup system can be an essential way to work efficiently and avoid mistakes, even under the considerable time pressure attorneys generally face. The guidelines in this practice note may be used throughout an attorney's securities practice, whether preparing draft disclosure or an agreement memorializing a transaction, but do not cover the substance of the securities laws.