Topic
Drafting
Posts on Drafting from Walter Allison.
M&A Private equity Venture capital Offshore structures Cayman BVI Cross-border Fund formation Diligence Drafting Earnouts Regulatory Delaware AI tools RWI Secondaries All posts
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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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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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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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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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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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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.