From the practice.
Writing about contract intelligence, M&A diligence, and how legal AI should (and shouldn't) work.
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Why Change-of-Control Clauses Break Deals at Closing
The change-of-control trigger that surfaces at closing is almost never discovered on day one. We looked at 40 deals and found where it hides.
The Four-Day Problem in Due Diligence
The critical non-standard clause is almost always found on day four. Here's the anatomy of why — and what it costs the deal.
What's Market on Indemnity Caps in Mid-Market M&A
Mid-market M&A indemnity caps have been drifting. We looked at where the market has settled and what we see in current transactions.
Attorney-Client Privilege and AI Document Review: What Rule 1.6 Actually Requires
ABA Model Rule 1.6 requires competent measures when using technology that processes client data. Here's what that actually means for AI review tools.
Building a Firm Playbook for Contract Review
A firm playbook for contract review is the baseline that makes AI comparison useful. Here's how to build one that actually reflects your positions.
First-Pass Relevance Review: Where AI Helps and Where Attorneys Still Lead
AI relevance classification gets you to the right 2,000 documents. The attorney's judgment about what those documents mean is still irreplaceable.
IP Assignment Gaps in Startup Acquisitions: The Clause Associates Miss on Day Two
In startup acquisitions, the IP assignment agreement is the most likely document to have a gap that surfaces post-close. Here's the pattern.
SaaS MSA Auto-Renewal Traps: What Your Client Already Signed
The auto-renewal window in most SaaS MSAs is 30-60 days before the anniversary date. Clients miss it every time. Here's what to look for.
Governing Law in Multi-State Transactions: When the Clause Matters
Governing law clauses look like boilerplate until they're not. In multi-state transactions, the choice of law often determines whether a non-compete holds.
How We Approach Accuracy in Clause Flagging
False positives destroy attorney trust faster than false negatives. Our approach to clause flagging accuracy starts there.
Privilege Log Automation: What Actually Works in Production Review
Automated privilege log drafting works at the description-generation level. The attorney-client call still requires an attorney. Here's where the line sits.
Rep-and-Warranty Insurance Is Changing How Firms Scope Diligence
RWI carriers are asking harder questions about diligence depth. That's changing how acquirers scope their document review — and what AI review has to cover.
Data Processing Clauses Post-CTDPA: What Commercial Contracts Need to Say
Connecticut's CTDPA created new obligations for data processing agreements. Here's the clause language that most vendor contracts still get wrong.
What We Learned From 100 Diligence Rooms
After reviewing 100 M&A diligence packages, a clear pattern emerges: the clause that breaks the deal is never on the index, and it's almost never where you expect it.