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10 articles in this category
Everything You Need to Know About Prompting AI You Learned in Law School
The most effective AI prompting techniques, specificity, structured frameworks, strategic context, targeted follow-up, are skills every lawyer learned in law school. Research proves it.
What 300 NDAs Taught Me About Change of Control Clauses
After analyzing change of control provisions across 300 NDAs for M&A transactions, clear patterns emerge. Five categories of COC provisions, each with different implications for deal execution and post-closing risk.
How to Identify Material Contracts in a Data Room
Identifying which contracts are material is the first and most important judgment call in M&A due diligence. This guide covers value thresholds, strategic importance criteria, unusual terms flags, and SEC materiality standards that experienced deal teams use to separate the critical from the routine.
How to Build a Due Diligence Checklist for M&A
A comprehensive guide to building an M&A due diligence checklist tailored to your deal type. Covers the essential categories, how to customize for buy-side vs. sell-side transactions, and what experienced deal teams include that checklists from templates miss.
Why Associates Spend 60 Hours on Material Contracts (and How to Reclaim It)
The material contracts review in an M&A deal breaks down into four phases: reading (30 hours), flagging (15 hours), summarizing (10 hours), and formatting (5 hours). Most of that time is information processing, not legal analysis.
Data Room Organization: What Partners Actually Look For
How to organize an M&A data room that accelerates diligence instead of slowing it down. Covers folder structures, naming conventions, index creation, and the organizational patterns that experienced deal partners expect.
The Sampling Problem: Why PE Firms Review 10-20% of Contracts and What They Miss
Private equity diligence teams routinely sample 10-20% of a target's contracts due to time and cost constraints. The other 80-90% contains risks that surface post-closing. Here is what 100% coverage looks like and why it changes deal economics.
How to Review 500 Contracts in a Weekend
A step-by-step guide for M&A attorneys facing a tight diligence timeline. This post covers the triage, prioritization, extraction, and review workflow that makes high-volume contract review manageable, with and without AI assistance.
The Real Cost of Manual Contract Review in M&A
300 contracts at 45 minutes each is 225 attorney hours and $112,500 in direct cost. But the real expense is not the line item. It is the deals that take longer, the issues found too late, and the associate capacity that never recovers.
How to Write a Due Diligence Memo for M&A
The due diligence memo is the primary deliverable that translates contract review into deal intelligence. This guide covers the structure, content standards, and practical techniques for writing diligence memos that partners and clients actually use.