AI Is Not Google
A practical guide for M&A attorneys
The most common mistake attorneys make with AI is treating it like Google.
They type a question. They expect an answer. They evaluate the result like a search hit.
This approach fails. Not because AI is bad. Because AI is not a search engine.
Understanding this difference will change how you use AI in practice.
What Happens When You Google Something
Google indexes billions of web pages. When you type a query, its algorithm scans that index. It finds pages that match your words. It ranks them by relevance. It shows you a list.
The answer already existed. You located it.
Search engines are librarians. They know where things are filed. They point you to the right shelf. But they never write anything new.
Google finds pages that already exist.
What Happens When You Prompt AI
AI does something fundamentally different. It reads your input. It processes the context you provide. Then it constructs a new response.
The answer did not exist before you asked. You created it.
Think of it this way. Google is a library. AI is an analyst who reads what you hand them and writes a memo.
The quality of that memo depends entirely on what you hand them.
AI constructs a new response from your specific context.
Why This Matters for Due Diligence
Consider a real scenario. You need to review change-of-control provisions across 50 vendor agreements for a buy-side deal.
With a search engine: You find articles about change-of-control clauses. You read general guidance. Then you still open each agreement and review it yourself. The search engine cannot read your specific contracts.
With AI: You provide the actual agreements. You tell it what to look for. It reads each one and flags non-standard provisions with specific section references. You get a table comparing all 50 agreements in minutes.
The search engine gave you background reading. AI did the analysis.
Search gives you reading material. AI does the reading.
The Briefing Principle
Here is the mental model that works. Treat AI like a new associate on their first day.
If you walk up to a first-year and say "summarize this contract," you will get a vague, generic summary. They do not know what matters to you. They do not know the deal. They do not know your client.
But if you sit down and brief them, the output transforms. Tell them the deal structure. Tell them what provisions matter. Tell them what format the partner expects. Now they can deliver real work.
AI works exactly the same way. More context in, better analysis out.
More context in. Better analysis out.
Three Rules for Better AI Prompts
You do not need to learn prompt engineering. You need three principles.
- Give it the documents, not a summary. AI works best with full source material. When you summarize first, you filter out details the AI might catch. Upload the actual agreement. Let AI read the real text.
Example: Instead of "this contract has a broad indemnification clause," upload the contract and ask AI to identify indemnification provisions. - Tell it what role it plays. "You are a buy-side M&A counsel reviewing vendor agreements for a technology acquisition" produces better output than "summarize this." A defined role activates relevant patterns in the AI's responses.
Example: "You are reviewing this agreement as outside counsel for the buyer in a $200M acquisition of a SaaS company." - Tell it what format you need. A table, a memo, a red-flag list. When you specify the output structure, AI organizes its analysis accordingly. Without structure, you get paragraphs. With structure, you get something you can hand to a partner.
Example: "Output a table with columns: Provision, Standard/Non-Standard, Risk Level, Recommended Action."
The Bottom Line
Google retrieves. AI constructs. This is not a subtle difference. It changes how you prepare, how you prompt, and what you can expect back.
Attorneys who understand this difference use AI to analyze 50 contracts in the time it takes to Google background research on one.
Stop searching. Start briefing.
See AI built for due diligence
Request a demo to see how Mage applies these principles at scale.
Request Demo