Blog
Plain-English commentary on M&A, PE, and VC structure.
Short essays. Public-record and public-filing commentary only. Operator-aware framing.
All M&APrivate equityVenture capitalOffshore structuresCaymanBVICross-borderFund formationDiligenceDraftingEarnoutsRegulatoryDelawareAI toolsRWISecondaries
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Anti-dilution, modeled
Compare broad-based weighted average and full ratchet anti-dilution outcomes when a down round triggers protection.
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A free multi-round cap table builder
The cap table that real founders actually use. Free. In your browser. No accounts, no data sent anywhere.
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Splitting founder equity with a model, not a fight
A weighted scoring tool that takes commitment, years, and capital contribution per founder and produces a starting-point equity split.
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The 27-item M&A closing checklist
A working closing checklist with 27 tasks across signing, pre-closing, closing, funds flow, and post-closing, with persistence and CSV export.
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A working NDA, generated in your browser
A 14-section mutual or one-way NDA template, filled in with the parties and the deal, downloadable as a working draft.
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SAFE conversion math, without the spreadsheet
A pocket SAFE conversion calculator for founders trying to figure out where they'll land after the next priced round.
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Bid letters, lined up
A structured form for comparing up to six buyer bid letters on the standard dimensions, plus an analysis prompt.
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Where your founder shares actually go in a Series A
The pre-money option pool convention is where most founders lose more equity than they expected. A small tool to see it before signing.
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How reliable is your comparable transaction set?
A coverage score for valuation work that depends on comparable deals. Useful when synthetic comps are starting to show up.
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A wizard for the AI deal memo privilege question
Four questions about how a deal memo paragraph was produced, plus a heuristic classification of the likely work product status.
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A prompt for first-round M&A diligence
Describe the deal in a paragraph. Get a structured diligence-question prompt for any AI tool.
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What is an earnout actually worth at signing?
A milestone-based earnout looks like a real number. The probability-weighted present value tells a different story.
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Does your deal trigger HSR?
The Hart Scott Rodino size of transaction and size of person tests in one quick check, using the 2025 thresholds.
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Audit your AI prompt before you run it
A local heuristic scan for the patterns in legal AI prompts that show up badly in discovery.
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Find the missing rep
A keyword scan that flags which standard reps and warranties categories are missing from an APA draft.
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A better prompt for reading your term sheet
The term sheet decoder generates a structured AI prompt that produces a clause-by-clause walkthrough you can actually use.
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Reading a vesting schedule before you sign
Four years monthly with a one year cliff is industry standard. The implications of what that means month by month are not always obvious.
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When AI prompts become evidence, the discovery question nobody is asking
AI tools used in M&A diligence generate prompt logs, retrieval traces, and model output history. None of that is privileged by default. The discoverability of that record is the question the corporate bar has not yet faced.
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The reps and warranties gap that AI document review cannot fix
AI excels at finding what is in a contract. The risk that matters most in M&A is what is missing from the contract. A practical look at the structural blind spot.
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Synthetic comparables in PE valuation, when the comp set is generated
A new category of data vendor is offering AI-generated comparable transaction sets to fill thin precedent data. The diligence question is whether a synthetic comp can support a valuation memo at all.
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The new HSR rule and what it costs middle market sellers
The FTC's overhaul of the Hart Scott Rodino premerger notification rule took effect on February 10, 2025. The practical cost is borne by sellers more than buyers.
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The operator test for deal terms
A deal term is only as good as the operator who has to live with it. A practical lens for reading M&A and PE documentation.
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Delaware SB 21 and the new safe harbor for controller transactions
Delaware's 2025 amendments to Section 144 rewrote the rules for controlling stockholder transactions. The practical effect on deal structures is larger than most commentary has acknowledged.
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AI in M&A diligence, what it does well and what it does not
AI document review has moved from novelty to default in middle market diligence. A practical look at where the tools earn their keep and where they fail loudly.
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Cayman vehicles in middle-market PE, when they earn their keep
U.S. sponsors do not need a Cayman parallel fund for every deal. Here is when the structure actually pays for itself and when it is just paperwork.
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Reps and warranties insurance in 2026, what the market is doing
RWI is now near-universal in middle market deals. The market has matured, the underwriters have specialized, and AI underwriting is starting to show up in policy pricing.
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Side letters in venture funds, in plain English
A side letter is whatever the LPA does not give you. Reading them well is half the job of LP counsel and most of the job of a fund admin.
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The BVI Business Company as a corporate holdco
Why the BVI Business Company still shows up in cross-border deal structures and what U.S. counsel should know before drafting around it.
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Earnouts that survive contact with the operator
Most earnouts pay zero. Here is how to draft the ones that pay what they should and how to spot the ones that will not.
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Pre-LOI AI scoring of buyer bids, how sellers read between the lines
Sellers are starting to use AI to score buyer bid letters before signing the LOI. The dynamics on the negotiating table change when the seller has read the buyer's previous bids too.
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Director resolutions across jurisdictions
Closing a cross-border deal in two time zones means signing the same resolutions twice in formats that do not agree. Here is how to keep the calendar from breaking the deal.
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The AI deal memo and the work product privilege question
When a partner asks an AI tool to draft a deal memo, the lawyer's mental impressions and the AI's output are mixed in the same document. Who is the author for privilege purposes is a real question.
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Sponsor led continuation vehicles and the LPAC conflict mechanic
GP led secondaries have grown from a corner of the market to a central exit channel for PE. The LPAC conflict process is the part that deserves more careful drafting than most managers give it.