Find the missing rep
A keyword scan that flags which standard reps and warranties categories are missing from an APA draft.
The risk in a reps and warranties section is rarely the reps you see. It is the reps you do not see. The longer essay on this argues that AI document review tools are weak at the absence question, and that the senior practitioner habit of asking "where is the missing rep?" is the part that survives.
The reps and warranties gap detector automates the first pass. Paste the reps text. The tool runs keyword matching against 18 standard categories (organization, capitalization, financial statements, absence of changes, litigation, contracts, IP, employees, benefits, tax, environmental, real property, compliance, permits, insurance, brokers, full disclosure). Each category either matches or does not.
How to read the output
The "missing" list is a starting point for a careful read. Keyword detection produces false negatives when the document uses non-standard language for a standard concept. So a flagged "missing" category is a question to verify, not a conclusion.
The "present" list does not mean the rep is good. It means the rep exists. Whether it is broad enough, qualified enough, and properly scoped is human work.
The tool also generates a deeper-analysis prompt you can run in your AI tool of choice for a richer assessment of each category. That output is also a starting point, not the answer.
Where the time saves up
For a buyer side associate getting a first-draft APA from seller’s counsel, this is a quick orientation. The tool tells you in ten seconds which standard categories are clearly addressed and which need verification, which is otherwise the first hour of work on the draft.
Walter Allison is a corporate attorney in Denver. He writes here about M&A, private equity, and venture capital structure.
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