The Deal’s Done. Now Who Approved That Clause?

Introduction

Let’s be honest: most legal teams don’t have the time – or the tools – to keep a forensic record of how a contract evolved. The pace is brutal. The inbox is relentless. The business wants it signed yesterday. And so, the document gets negotiated, redlined, softened, hardened, and finally executed – often without a clear record of who made what change, why it was made, and who approved it.

Until something goes wrong.

Then suddenly, everyone wants to know:

◼️Who changed that indemnity clause?

◼️Why did we agree to that limitation of liability?

◼️Was that deviation from the GLP approved?

◼️Did legal sign off on this?

◼️Who authorised the override?

And if you don’t have the answers – if you can’t reconstruct the journey – you’re not just exposed. You’re wearing the target.

The Myth of the Final Version

Legal teams often operate under the comforting illusion that the final signed version of a contract is the only one that matters. But in reality, the story behind the document is just as important. The evolution of the deal – the concessions, the escalations, the internal debates – that’s the corporate memory. And when the deal hits turbulence, that memory becomes your shield.

Because let’s face it: when the business starts pointing fingers, the legal team needs more than a signed PDF. It needs a raincoat made of records.

The Invisible Authoring Trail

Most legal teams rely on SharePoint versioning, email trails, and gut recollection to piece together how a document evolved. But that’s not a system – that’s a scavenger hunt.

The truth is, there’s no easy-to-deploy tech solution that captures the full authoring journey. The real story lives in offline approvals, hallway conversations, late-night calls, and “just get it done” moments. And unless you’ve got a structured way to capture that – you’re flying blind.

This isn’t about paranoia. It’s about professionalism. Because when the CFO asks why we gave away that warranty, or the CEO wants to know who signed off on the risk – you need more than a shrug and a vague recollection.

The Business Override Button

Let’s talk about the business override button – that moment when the commercial team says, “We know this breaches the GLP, but we’re going ahead anyway.”

Fine. That’s their prerogative. But where’s the record?
Where’s the note that says, “Override approved by [Name], on [Date], with full awareness of the risk”?
Where’s the protection for the legal team that advised against it?

Because without that, the override becomes a ghost. And when the deal goes south, it’s not the business that gets blamed – it’s legal.

The Grisham Moment

Picture this:
The deal’s gone bad. The supplier is suing. The Board is furious. The GC is in the hot seat. And someone pulls out the contract and says, “This clause is a disaster. Who approved this?”

Cue the silence.
Cue the scramble.
Cue the Grisham moment – where the lack of documentation becomes the plot twist.

This isn’t fiction. It’s Tuesday.

Let’s Be Realistic

Now, let’s not pretend we can do this for every deal. We can’t. And we shouldn’t.

Legal teams are already stretched. The idea of building a full audit trail for every contract is fantasy. But that doesn’t mean we do nothing. It means we get smart. We get selective. We deploy the full authoring audit protocol only when it matters most.

Here’s when to hit the “record everything” button:

◼️Business-critical deals: If it’s strategic, high-profile, or reputationally sensitive, track it.

◼️Super high-value transactions: If the numbers are eye-watering, the audit trail should be bulletproof.

◼️Acrimonious negotiations: If the other side is combative, erratic, or litigious – document everything.

◼️When your spidey senses tingle: You know the feeling. Something’s off. That’s your cue to start building the record.

This isn’t about bureaucracy. It’s about selective defensibility. It’s about knowing when to go full forensic – and when to rely on standard controls.

What Good Looks Like

A high-performing legal team doesn’t just draft contracts. It documents the journey.

◼️Every material change has a rationale.

◼️Every deviation from policy is logged.

◼️Every approval is recorded.

◼️Every override is timestamped.

◼️Every final version is backed by a trail of accountability.

It’s not about creating a paper trail for the sake of it. It’s about being able to say, “Here’s how we got here. Here’s who approved it. Here’s why it was done.”

And yes, it takes discipline. Yes, it takes time. But it also takes leadership – from the GC down.

The Race Car Analogy

Think of your legal team like a Formula 1 car. You don’t just drive it hard and hope for the best. You check it before the race (pre-issue reviews), during the race (live monitoring), and after the race (post-matter audits).

You track the telemetry. You analyse the data. You learn from every lap.

Because that’s how you win. And that’s how you avoid crashing into the wall at 300km/h with no idea what went wrong.

Time to Get Serious

If your legal team isn’t tracking how documents evolve – if you don’t have a system for logging approvals, overrides, and rationale – you’re not just exposed. You’re vulnerable.

And when the storm comes – and it will – you’ll wish you had more than a final version. You’ll wish you had the story.

At GLS, we’ve seen this play out too many times. We’ve helped legal teams reconstruct the past, defend their decisions, and build systems that prevent future pain. We know the pressure. We know the shortcuts. And we know how to fix it.

So if this blog has you nodding – if you’re thinking, “We should look into this” – then yes, you should. Because this isn’t just about contracts. It’s about credibility.

And we can help you build it.