From struggle to strength: How FMC transformed M&A contract chaos into success

The challenge

Every legal department can feel the strain of not enough resources and inefficient systems, but it came to a breaking point for FMC and their legal department. They decided to tackle the whole enchilada to figure out where the biggest pain points were being felt and how they could be resolved. Regional and cross functional teams were created to take on an overall “Systems and Efficiency Project”: There were meetings and surveys that looked at the overall technology landscape and it became clear very early that contract document management was a problem that needed to be tackled right away. There was a contract solution in place, if that’s what you want to call it, but it was a mishmash of different technologies pieced together over time. This was causing problems for both the legal department and the different business entities that needed contracts executed. It became a priority to solve.

“We were doing a divestiture and an acquisition at the same time. I never want to go through the experience of trying to gather all the contracting information that we needed to gather again. Literally chasing people down and finding where they were storing stuff.”

– Susan Zagorski, Legal Operations Director

The solution

Once you know you have a problem to solve, and you know there are solutions out
there that will solve it. Where to start?

FMC didn’t immediately dive into exploring the myriad Contract Lifecycle Management (CLM) vendors available today; instead, they started with a hard look inside, seeking to fully understand what it was they wanted in a CLM. A sub-team created out of the initial Systems and Efficiency Project focused solely on the CLM solution, creating a list of requirements for a CLM solution that was short but demanding. They needed flexibility, customization, ability to execute complex workflows, and localization because FMC is a global company.

The team then turned to research. They looked at Gartner reports, talked to vendors, and sat through demonstrations to identify the ones that could actually meet the requirements they had established. A full RFP was then launched to eight potential vendors. There were presentations to the global law department, then sandbox requests for the final two where they had their partner, FTI help them with evaluation and developing different testing scripts for different users. The scripts were developed according to the different needs of the various users testing the systems, from the simple as “Is it easy to log on”, to “Can you view the attachment”, to the more complex that any attorney would handle, “Can you edit the document and send it back to the requestor?”. On the backend, Legal Operations was testing out administrative functions to see how easy it was to change a field, the view, and adding and removing users.

The deciding factor was the sandbox testing. Zagorski says, “Agiloft was great to work with as we went through the process and answering all of our questions as they arose.

“There was a problem with over promising and under delivering and with Agiloft we were getting exactly what we were told we were getting and that’s what cemented it for us.”

– Susan Zagorski, Legal Operations Director

The impact

“We were originally going to take a much smaller staged approach to the implementation [with only certain agreement types]. The thought was to start with North America and gradually roll all the regions on. And my General Counsel came on and said that wasn’t big enough, so we ended up doing a global launch, six templates in seven languages,” says Zagorski. She goes on, “We went from signing the contract with Agiloft in December 2022 to the launch in May of 2023. Just an incredible, fast-paced ability to get it to completion. I think in part because we spent the upfront time really gathering all that information on how the workflows would work and what our contracting processes would look like before we even decided on a system.”

FMC has now finished with their first phase of global CDAs and MTAs and is in the second phase consisting of Procurement agreements. And as far as integrations into DocuSign and SSO go, Zagorski states, “The integrations were as easy as I’ve done.”

There is an evaluation occurring on what will be next, but Zagorski says there’s an appetite in the company to go more to the Sales side.

More than just implementation, there’s user adoption. There was a robust communication plan throughout the company to make training and adoption much easier. Interestingly FMC created a dashboard of Agiloft user adoption in Agiloft. They saw where APAC was a bit behind, so they addressed it quickly.

Everyone was pleasantly surprised to see improvements in the contracting process. Their Chief IP Counsel said he had turned a CDA around in less than 24 hours and was amazed. There was an evident appetite from the business stakeholders that wanted to know what else they could do with the system. Zagorski states, “First we were talking about pain points and how we could turn those around and now we’re talking success stories and how it’s working.”

“We have insight into data that we’ve never had before. Our GC was super surprised at the sheer number of agreements. I mean, we kind of knew, but now we really know.”

– Susan Zagorski, Legal Operations Director

Conclusion

If there was one piece of advice for organizations starting a CLM project, Zagorski offers this. “Understand your system processes to understand what you need first before you buy a system. There’s no need to buy a Cadillac and ride it like a bicycle. Make sure you are supporting the requirements that your company has instead of changing your company’s requirements to fit a system instead.”

“First we were talking about pain points and how we could turn those around and now we’re talking success stories and how it’s working.”

– Susan Zagorski, Legal Operations Director

Read how FMC:

Went from piecing together disjointed technologies and complaints to measurable contracting improvements and success stories.

Enabled a global CLM launch with six templates in seven languages.

Surprised the GC: “We have insight into data that we’ve never had before.”

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