The solution provides a wide range of acquisition agreements, clauses, and related documents by employing both machine learning and expert curation. Differentiating itself from competitive products, M&A Clause Analytics puts forth a model for each agreement based on a robust, statistically significant sample set of recent documents. The AI-generated statistical median model document is then carefully reviewed by M&A attorneys, ensuring the best of machine learning and expert human curation. With these tools, the product then offers users a variety of core functionalities including:
- The ability to compare an entire document or single clause against the market standard;
- Conformity of a clause to the market standard; and
- Easy-to-locate practical guidance that provides context around the model and its clauses.
“M&A Clause Analytics breaks new ground through the combination of artificial intelligence with expert attorney curation, driving both improved productivity and better client outcomes,” said Dean Sonderegger, Vice President & General Manager, Legal Markets & Innovation. “The launch of M&A Clause Analytics is Wolters Kluwer's latest move to enhance our best-in-class transactional offerings by integrating our deep legal expertise with the best in emerging technology, content curation and aggregation and seamless workflow integration.”
By providing access to a database of Merger, Stock Purchase, and Asset Purchase Agreements and their ancillary documents, M&A Clause Analytics dramatically streamlines the M&A drafting process for legal professionals. The workflow solution provides a comprehensive database of articles and clauses that appear in acquisition and ancillary agreements, giving users insight and guidance into accepted standards to apply to their own agreements. Legal professionals can view the commonality and variability of specific articles and clauses within an agreement, and compare specific clauses to the standard language used in clauses of that type.
“Model forms reliably capture best practice standards, which can be used as a starting point for a drafting a new agreement or selected clauses,” said Kingsley Martin, President and CEO of KMStandards. “Using our proprietary technology, the forms and clauses are assembled from the automated analysis of thousands of successfully negotiated agreements which importantly provides an objective, statistical standard that provides lawyers with an immediate sense of which clauses tend to be highly negotiated and which are not, providing important context that aids them in drafting.”
M&A Clause Analytics’ most notable features include the following:
- Users can locate - directly from the home page - on-point agreements and clauses from the exhibit archive by searching or browsing amongst the 13 types of documents in the database and seamlessly benchmarking documents or clauses;
- The search function is user-friendly but advanced, with filters allowing users to gain faster access to on-point agreements. Easy-to-interpret graphics show the extent to which the structure of each agreement that appears in the search conforms to all of the other agreements in the database – that is, if users desire to see the most non-conforming agreements, those are easy to find.
- Using the “select and analyze an agreement” functionality, users quickly learn to what extent the selected agreement's clauses are, or are not, conforming to the market standard. In turn, this provides the user with an immediate sense of which clauses tend to be highly negotiated as they are unlikely to strongly conform. Users may also easily navigate to the text of individual clauses.
- With easy-to-access and easy-to-follow analysis on the clausal level, users will find expert-prepared practical guidance for critical issues on a clause-by-clause basis. Additionally, for each clause, three key considerations are analyzed: difficulty of drafting, legal mistake/risk, and standard versus negotiated. Where any of these considerations are beyond the norm, they are clearly identified, facilitating follow-up.
- Practice perspectives, curated by M&A attorneys, offer practical guidance and best practices.
- The clausal comparison feature permits the user to quickly analyze individual clauses from a comparative perspective, enabling easy comparisons of the practitioner's own clause against the market standard clause, as well as the source clause against the market standard clause.
“As clients continue to aggressively pursue improved cost efficiency and timeliness from legal providers, legal professionals are increasingly in need of workflow solutions that address their most critical pain points,” said Sonderegger. “We developed M&A Clause Analytics to harness the newest enabling technology in combination with our domain expertise to provide legal professionals with greater clarity, efficiency, and understanding of Merger Agreements that they confront most frequently in practice.”