If you’ve ever even come close to an M&A deal, you know how much paperwork is involved. The core agreements alone run into the hundreds of pages, not to mention all the ancillary agreements, certificates, and letters. Drafting them all from scratch would be a nearly insurmountable task given the time pressures lawyers operate under these days.
Precedent has always been crucial in getting the job done with any modicum of efficiency. Finding the right sample to use, however, is a different story. Poring through thousands of possible sample agreements on EDGAR to find the one that mostly, but not entirely, matches your deal can take up hours of your precious billable time. If you’re a junior associate working on one of your first deals, triple that. Wouldn’t it be great if there was an easier way to find the best precedent in the mountain of options?
Now there is. Meet Wolters Kluwer. A longtime provider of advanced technology solutions designed to streamline workflows in the securities law arena, they’re about to change your life if you’re an M&A lawyer, thanks to an amazing product called M&A Clause Analytics.
You’ll never have to spend hours sifting through EDGAR filings again, because M&A Clause Analytics does that for you, and then some. The product was designed to streamline the M&A drafting process, and it does exactly that. With their comprehensive library of M&A agreements that have been collected through EDGAR, analyzed with AI, and benchmarked against the market standard, finding the best model to fit your specific deal has never been easier.
Presently, Wolters Kluwer’s database contains approximately 17,000 publicly available documents.
A large chunk of these are your key transactional documents, like Stock Purchase Agreements, Asset Agreements, and Merger Agreements, but they’ve managed to amass some samples of everything, even down to the Investment Bank Engagement Letter.
Compiling the documents is just the beginning, though. M&A Clause Analytics not only lets you find samples quickly, it has analyzed those samples against what’s most prevalent in the market to give you a quick snapshot of how useful a given document or clause might be. Simply put, they’ve taken the typical practitioner curation of documents and enhanced it with AI to give you an empirical model of the most common transactional language being used in the market today.
Say, for example, you’re working on a Merger Agreement and you’ve found a sample document you think you’d like to use. When you pull up the list of articles and clauses in that agreement through M&A Clause Analytics, you’ll see handy red and green indicators that give you your first bit of insight into the analysis the software has done for you. Wolters Kluwer uses AI to perform a linguistic analysis on all the clauses in all the documents in their database to determine a big-picture sense of which language is most commonly used across the market.
What does that mean for you? When you have your list of clauses in front of you and you hover over the red/green icon for a particular clause, a box pops up to give you a practical idea of how that clause stacks up.
You can see how much the clause conforms to standard market language, how often it occurs in other Merger Agreements, how difficult it typically is to draft, how high the risk of legal mistakes in drafting is, and how heavily negotiated the term tends to be. Right off the bat, you’re already steps ahead of where you’d be if you were just sorting through random sample clauses in a vacuum. If it’s a particularly tricky clause, you’ll even see a little light bulb next to it as a warning.
The analysis gets even deeper as you drill down into the specific clause. Click into the Closing clause in your Merger Agreement, for example, and you get not only the sample clause language, but a breakdown of the clause’s common elements. Even more useful, though, is what’s called the Practice Perspective.
In the Practice Perspective, M&A Clause Analytics explains in detail what the purpose of the clause is and what your chief drafting considerations are, including how complicated it is to draft, how likely you are to make mistakes, and if you should expect to negotiate the clause.
Even if you’ve worked on several M&A deals before, this will greatly streamline your workflows. But imagine if you’re a new associate working on one of your first deals. Someone hands you a Merger Agreement, tells you to make it current, then walks away. Where do you even start? The answer has typically been to log onto EDGAR and fumble through, but M&A Clause Analytics is a game changer. No matter how intelligent you may be, when you’re new to the job, you frankly just don’t have the practical experience and judgment it takes to be confident in choosing the right precedent, or to do so efficiently.
Now you can be. M&A Clause Analytics tells you which clauses are most commonly included, and when they are included, what the language usually looks like. You’re not limited to working off a single sample agreement. A robust search function lets you browse through multiple samples of a certain type of agreement, or examples of specific types of clauses plucked out of all the agreements in the database.
You can even filter the available agreements by governing law, industry, and the law firms that prepared them. When you find the right clause, you can download it straight into Word, complete with the checklist and practice perspective if you want. It’s hard to imagine a better tool for finding the perfect precedent and streamlining the drafting process.
M&A Clause Analytics might not do your job for you, but it will make it infinitely easier. Let the analytic power of AI do the heavy lifting, so you can focus on efficiently and effectively serving your clients. With M&A Clause Analytics by Wolters Kluwer, you can be confident that you’re getting it right the first time, even if you’re new to the game.