Topic
M&A
Posts on M&A 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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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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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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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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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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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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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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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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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.