Wolters Kluwer Legal & Regulatory U.S. continues to release new products and features with astonishing regularity.

M&A Clause Analytics Home Page

On July 24th, they released M&A Clause Analytics, a new workflow tool which combines machine learning and human expert curation to streamline the M&A drafting process. The product is designed to help lawyers quickly locate the best model documents and clauses. Wolters Kluwer Partnered with Kingsly Martin of KM Standards to develop a statistical analysis of 17000 documents from WK’s RB Source database of SEC Filings. According to the press release the product is designed in response to a legal market focused on enhancing “quality, efficiency, and ease of preparing merger and acquisition agreements.” M&A Analytics which covers 13 document types. will be a central component of the Transactional Law Suite for Securities.

“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.” Martin is a seasoned KM pioneer whose experience includes KM development in several ALM 100 firms and KM product development for legal giant Thomson Reuters and is well known to many information professionals.

Clause Analyics Compared to Market

A Different kind of Analytics Researchers are becoming familiar with a variety of new analytics tools in the form of rings, bars, lines and maps. The KM Standards visualization provides a color-coded score based on how closely the designated text or document matches the market standard. Analytics is at work behind the scenes scoring the documents and clauses for conformity to market standards.

M&A Clause Analytics leverages the database of SEC documents from the WK RB Source Filings product which includes thousands of Merger, Stock Purchase, and Asset Purchase Agreements and their ancillary documents. M&A Clause Analytics provides a model for each agreement type based on a 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. “

Core functionalities include:

  • Comparing documents or clauses with “what’s market” standard.
  • Conforming clauses to market standard.
  • Providing contextual practice guidance.

M&A Clause Analytics‘ most notable features include the following:

Search Users can locate “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.

Filters enable users to focus of specific tags and clause types.

Benchmarking Color coded graphical symbols signal the extent to which the structure of each document or clause conforms to the market.

Select and analyze an agreement functionality, enables users to quickly determine how closely a selected agreement’s clauses conform to the market standard.

Practice Perspectives

Practice perspectives offers practical guidance written by M&A attorneys. for each clause providing and analysis of 3 key issues: difficulty of drafting, legal mistake/risk, and standard versus negotiated. Where any of these considerations are beyond the norm, they are clearly identified.

Analyze Your Own Document or Clause. A document or a clause can be cut and pasted into dashboard and the analtyics engine will perform a clausal comparison which compares the entire document or clause to the market standard.

Dean Sonderegger summed up the value of M&A Clause Analytics in the press release: “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. 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.”

Suggestions – The M&A Clause Analtyics has similar functionality to the Bloomberg Law Corporate Transactions product which I reviewed in 2015. The Bloomberg product leverages a larger set of SEC documents, but lacks the human vetting offered by the Wolters Kluwer product. The Bloomberg Law product also offers filering on more criteria but executives from Wolters Kluwer assured me that additional filters will be added in the near future. I also recommend that they add a foldering feature to allow a lawyer to save their analyzed clauses and documents. The release of the M&A Clause Analyzer  following the recent launch of “Smart Tasks”  demonstrate that Wolters Kluwer is focused on building a variety of workflow tools which complement their established strength in  supporting regulatory legal practices.