Libraries and Justis for Law

The UK-based legal information provider, Justis, as was, but now rebranded vLex, having been acquired by the Spanish-based company of that name, seems to me to be one which has been a model of its kind; the acquisition was made in 2019, using, for the purchase, part of a £4.2m loan. Originated as Context, in the mid-1980s, partly in consequence of Thomson having sold Eurolex to Lexis, it has survived changes in ownership. However, it appears to have retained consistency of purpose, a focus on sophisticated and evolving technology and closeness to core markets around the world. It has respect for, if not complete and exclusive ownership of, content, and experienced, engaged and committed management, in the form of Masoud Gerami, now managing director of vLex Global Markets.

Nowadays, vLex seems to be on a path to further growth, built upon establishing strategic partnerships, acquisition and investment, most recently witnessed with its agreement to collaborate with, and acquire a minority shareholding in Canada’s Irwin Law. It allows vLex to provide a collection of Irwin Law’s books and journals to vLex customers. I understand that, in general, the vLex people have been busy expanding their operations, adding to their content collections and recruiting more sales and marketing staff in various countries. They have started a sales team based in Toronto and their plan is that the combination of their new collection, their Canadian body of content and products covering other common law jurisdictions will strengthen their position in Canada. This deal looks, perhaps, like the most significant of several done to date, apart from the acquisition of Justis itself, but it is one of several done in a relatively short time. Recently, it partnered with Newsbank, to provide news cover for vLex customers and with the American Bar Association, Emerald Publishing and Wiley to offer them over 300 legal books and journals from those publishers, enhanced with artificial intelligence-powered technology. In 2020, it combined with South Africa’s Juta, to offer a collection of South African case law and with the UK’s Bloomsbury Professional, to deliver law reports under the latter’s publishing control, both via vLex. I note with interest the Sunulex database of primarily French language African laws; perhaps there is a potential partnering agreement with it. Earlier still, vLex took a substantial ownership stake in Compass, which was also joined by way of investment and strategic partnership by California-based online legal information provider, Justia. This is amid continuous development of delivery, analytic and search technology. Among its locations, it has offices and/or personnel in England, Ireland, Spain, the USA and Canada, apparently servicing customers in over 100 countries. The business benefits from these and earlier rights deals having been done; one which I was pleased initially to negotiate was to license to Justis rights to offer certain CCH/Wolters Kluwer tax cases, to be sold alongside other licensors’ assets; I have had other amicable dealings with the business.

For many years, everything I have heard or seen for myself about Context/Justis has been positive. It has always been held in high esteem by the law libraries’ community around the world, no doubt in part for the quality of its underlying technology, its assured visibility and accessibility at events, as well as its customer service standards. Changes in ownership always introduce the possibility to cause such standards to vary but one must hope that this will not be the case with Justis/vLex.

Of course, it seems to me, personally, subjectively and perhaps incorrectly, that the business model and internal functions make vLex different to other, more familiar law publishers. This might be as, significantly, by its nature, it is focused on the provision of and access to primary law, notably cases, rather than secondary sources initially derived from books, learned journals and original online commentary and analysis. A seemingly partially missing factor might be the exclusive ownership and historic management of valuable copyrights and other publishing rights, which tend to characterise deeply profitable legal information providers. In order to be able to provide comprehensive services, the mix of primary, secondary and related sources, all in various media, is often thought to be critical. The evidence that vLex has been creating alliances to attain access to secondary content would maybe suggest that it concurs, in enhancing the added-value customer benefit of previously static content being delivered electronically and using AI technology. I would imagine that the absence of full and exclusive ownership of unique publishing rights, should that be the case, might be a barrier to success and corporate valuation, not necessarily a terminal one, but one not to be ignored.

One wonders if there might be inherent risks in the licensee, curator and aggregator formula, even where key strengths, notably of excellent customer service and cutting-edge technology, are often not so well refined among traditional law publishers, whose own unique selling propositions are more likely to be in author management, copyright and other rights’ ownership. Furthermore, the quality and market acceptability of those assets which are, possibly temporarily and with limitations, acquired through negotiated partnerships, are unlikely to be the best in their class or market leaders, being sourced from lesser suppliers. That said, it is notable that Irwin Law’s, Canadian Competition Law and Policy, by John S. Tyhurst, has earned third prize place in the Canadian Foundation for Legal Research’s 2021 Walter Owen Book Prize. Otherwise, there is more likely to be a “hit and miss” aspect to what is offered for licensing, affecting marketability and the ability to compete among the front runners; occasional metaphorical “bad apples” tend to taint the whole package. Potentially worse still, if the market-facing aggregator is unable to affect the frequency and quality of secondary content updating, there may be a penalty to pay. Ultimately, rights granted can be withdrawn, subject to contractual provisions, if to do so is in the evolving interests, malice or even changes in personnel of the licensor.

In a legal information and technology world in which corporate mergers and acquisitions are relatively frequent, agreements that tend to favour lesser partners can often be quickly and cruelly undone in direct consequence of third party combinations. Upon the signature of a document, perhaps continents apart, and the loss of a content partner, content licenses granted or received can be contractually revoked, leaving a party without long-term ownership and devoid of key components of their sales propositions. Likewise, a decision by the copyright holder to move further along or back up the overall information chain can be terminally destructive for a licensee or partner. For example, although not exclusively in legal markets and focusing more on the supply than the customer-facing side, nevertheless it is easy to imagine the potential effects on partners of dominant suppliers in situations such as the acquisition by Wiley of J&J Editorial. In an example such as that, the bringing of editorial management in-house might have profound knock-on effects on other extant business relationships. In terms of market valuations of potentially victim suppliers, when it becomes time for them to be acquired, these can be significantly constrained, when goodwill, reputation, technology, access to markets and people are appropriately valued, but content cannot be, for lack of influence and/or extensive and exclusive ownership. The news that Wolters Kluwer has agreed to sell its US legal education publishing business to a private equity firm, which has among its portfolio of assets, Scantron, is unlikely to offer any examples of these particular risks but is a further indicator of the constant changes and directions in the market. It is, according to Hugh Logue, of Outsell, “the final big legal solution provider to exit the legal higher education market in the US”.

Then there is the question of customer bases, matched to the content and technology proposition. vLex, for example, is able to offer a most impressive picture. It can boast over 2,000,000 registered users around the world, of whom over 380,000 are lawyers, and selling to over 200 law schools and over 6,500 organisations. These are indeed impressive numbers over a global spread, but the statistics, at face value, still must face the challenges of the limits of cross-border legal research. Being able to offer all the laws and sources from obscure jurisdictions around the world, about whose legal systems there may be limited need to know, might not be a measurable benefit. To the extent that there is interest, it may be from legal academic and library markets, whose budgets are constrained and whose fortunes are not determined by profit growth derived from fee income. That primary content which has been aggregated is likely to be specifically what can be sourced, perhaps without charge, albeit with difficulty, from its original point of collection and, combined with other unrelated content from unrelated jurisdictions, may not necessarily be appealing and worth enormous investment. This might mean that much of the vLex proposition is highly valued by academic institutions and limited numbers of legal specialists such as, in the UK, specialist barristers, but not by the majority of practising lawyers, whose work is relatively bland and primarily domestic.

For all that, vLex in its current guise, market, legal and geographical reach, is impressive. For so long as vLex remains independent, with its eyes on both the Civil Law and Common Law worlds and a track record of growth and success over nearly forty years behind it, it is a formidable challenger to its larger and sometimes unreliable international competitors, both in legal content and technology, and for what some consider the unacceptability of them. There are no certainties, of course, as new competitors emerge and access to free content increases, both the genuine kind and, figuratively, school gates’ drug-dealer style.