Are you still babysitting your contracts?

Electra Japonas
Chief Legal Officer

Legal teams are drowning. Not in legal complexity – but in repetition. Redlining the same indemnity clause for the hundredth time, chasing inconsistencies in vendor terms, explaining (again) why a unilateral termination right is a no-go. 

Why? Well, because Legal doesn’t trust the business to get it right. So we stay in the loop. We babysit every contract. Every clause. Every. Single. Time.

But this won’t always be the way. In fact, there’s a structural shift underway and there’s precedent from different industries. One where Legal continues to define the rules – but responsibility for execution is moving closer to the front lines.

Let’s look at the story of HR. 

The HR Transformation

In the early 2000s, HR departments were hands-on with nearly every personnel-related task – from recruitment to onboarding to performance management. It was a highly manual, centralized function.

But over the last two decades, the model shifted dramatically:

In the early 2000s, HR was a tightly controlled, process-heavy function. Recruitment, onboarding, performance management – virtually every element of the employee lifecycle passed through HR’s hands. But over the past two decades, that model has undergone a profound transformation. According to Deloitte’s Global Human Capital Trends report, more than 70% of organizations now rely on digital HR technologies to manage core processes. 

This shift was driven not just by cost pressures, but by a recognition that scale and responsiveness required systematized delegation, not micromanagement. Platforms like Workday, BambooHR, and SAP SuccessFactors enabled companies to codify their policies and workflows – then push execution out to the business. Today, the majority of hiring decisions and performance tracking responsibilities have shifted to line managers. While precise figures vary, McKinsey and other industry reports emphasize a consistent trend toward decentralizing these tasks from HR to the business. The growing reliance on digital systems has enabled organizations to codify HR protocols into technology, allowing managers to act within structured guardrails without requiring HR to intervene in every case.

The result was not a loss of control, but a redefinition of it. By embedding rules and decision logic into structured systems, HR shifted from hands-on execution to high-level governance. Business stakeholders were empowered to act independently, but always within pre-defined parameters. This allowed HR to refocus its efforts on strategic priorities like workforce planning, culture building, and compliance oversight, without being entangled in every transactional decision.

The outcome of this transformation was profound: HR shifted from a reactive, transactional department to a strategic function with real organizational influence. Rather than managing every task manually, HR leaders were able to architect systems that could scale decision-making and operational consistency across the business. By embedding guidance into technology, they enabled faster responses and better alignment, without sacrificing oversight.

This meant fewer people managing more complexity with greater impact. Policies and procedures became codified into systems. Execution was automated where appropriate. And accountability was distributed across teams, empowering managers to take ownership of their roles while operating within clearly defined boundaries. HR didn’t disappear – it became smarter, leaner, and more future-focused.

Now It’s Legal’s Turn 

The future of Legal isn’t about being everywhere at once. It’s about architecting the frameworks that allow others to act with confidence and consistency. Just as HR evolved by embedding its principles into scalable systems, Legal is poised to become a design function: one that encodes legal judgment into workflows, decision trees, and AI playbooks that business users can rely on without constant oversight.

Rather than reviewing every contract line by line, legal teams will be the authors of governance models that operationalize their thinking at scale. This means translating legal risk tolerances into structured logic. It means designing interventions that are triggered only when nuance or negotiation is genuinely required. And it means shifting from reactive issue-spotting to proactive risk orchestration – where Legal maintains control not through volume, but through systems that reflect their expertise in a repeatable, enforceable, and measurable way.

Let’s Make It Real 

Today: Your Sales team receives a customer MSA. They send it to Legal. You redline it days later.

Tomorrow: They open it in Word. Your AI Review tool applies your playbook automatically.

When a Sales rep opens a customer agreement in Word, they no longer need to send it to Legal and wait days for feedback. Instead, their AI Review tool applies the team’s playbook instantly. If the agreement contains a one-sided indemnity, the tool automatically replaces it with a pre-approved fallback. If the data ownership clause is vague or poorly scoped, the system inserts clear, standardized language. Missing a mutual termination clause? It’s inserted on the spot – adapted to fit the agreement’s tone and defined terms. Encounter a clause that’s unfamiliar or non-standard? The AI doesn’t make assumptions – it flags it for Legal to review.

This setup empowers the Sales team with immediate, contextual guidance. They can move forward by accepting a proposed change, overriding it, or escalating the issue for legal input. It’s not a free-for-all but controlled delegation. And what changes as a result, is the operating model: Legal defines the rules, and AI enforces them live in the workflow. Execution becomes scalable. Legal oversight becomes strategic. And the business no longer waits for a green light. It moves forward within clear boundaries, confident that the legal architecture behind every decision is sound.

The System Shift

The reality is that AI isn’t going to replace Legal – it’s going to amplify it. The opportunity lies in converting legal expertise into scalable systems where Legal’s role is not to micromanage every contract, but to encode judgment, policy, and institutional knowledge into workflows that others can safely operate within. This is about infrastructure, not automation and about operationalizing expertise rather than delegating it blindly.

And this shift doesn’t require trusting AI to make complex legal decisions. It requires trusting it to consistently execute what Legal has already decided. AI must follow the frameworks Legal writes and escalate exceptions that fall outside those parameters. That’s the shift: from reactive issue-spotting to proactive governance. From bespoke interventions to scalable rules enforcement. It’s not about trusting AI’s judgment – it’s about trusting its fidelity to yours.

What This Enables

This model fundamentally repositions Legal’s role within the business. Legal remains the architect of rules and governance. They design the frameworks, fallback positions, and risk thresholds that define how contracts should be reviewed. But instead of enforcing these rules manually, clause by clause, Legal now embeds them into systems. The AI becomes the mechanism of enforcement – applying those rules automatically, consistently, and transparently across contracts. The first layer of execution is pushed to the business, where teams like Sales, Procurement, or Operations can review contracts confidently, knowing the AI will apply the pre-approved playbook in real time.

Legal still steps in where necessary, but only when genuine judgment or escalation is required. This shift unlocks enormous leverage. Legal becomes a system builder, not a bottleneck. The business moves faster, risk is managed at scale, and contracts no longer sit in limbo. Legal teams evolve from reactive gatekeepers to proactive enablers. From firefighting endless redlines to building foresight into every workflow. This isn’t about letting go, it’s about institutionalizing Legal’s expertise in a way that scales.

Stop babysitting contracts and start building the system that lets your business move – without moving on without you.

Use the Law Insider Word Add-In to apply your playbook live, inside Word. Your rules. Your fallback positions. Enforced automatically. So your team can move fast, and you stay in control.

Try it out today.

Contributors

Electra Japonas
Chief Legal Officer

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