Draft - Getting the structure right from the start
The initial draft sets the tone for everything that follows. It’s where the structure of the deal starts to take shape. Reversing decisions made at this stage can cause a lot of document production headaches, so it’s crucial (1) that the right decisions are made and (2) that the proper tools are in place for dealing with inevitable curveball. A smart approach at this stage can save hours later on.
Complex deal structures
One of the biggest challenges in M&A and corporate work is simply how varied the deals are. A share purchase agreement is not an asset deal, which in turn is not a merger. That means the first draft often takes more time than it should, especially when lawyers start from previous documents and end up deleting or rewriting large sections.
The best way to deal with this is to create templates that are flexible and modular. Many teams don’t have the bandwidth or the resources to build proper templates, so most end up taking the easy shortcut of anonymising the most recent document they drafted and calling it a day. Resist this urge. Truly useful templates allow lawyers to easily choose between different, commonly available legal or commercial options (e.g. pricing methodology, CPs, warranties, etc.) with all the changes this entails for the document.
Example: A single seller becomes two
What sounds like a simple change can result in a surprising amount of rework. Changing one seller into two often means rewriting obligations, rephrasing warranties, updating defined terms, and fixing cross-references. Much of this is highly time-consuming labour that doesn’t add value.
This is where smart drafting tools really prove their worth. Instead of manually finding and replacing names or terms every time, using a drafting tool that automatically updates references to parties and intelligently makes these necessary grammatical conjugations eliminates much of this boring work. With advanced automation, this can even be done at the click of a button. It’s faster, cleaner, and you avoid the classic mistakes that creep in when you're rushing to get a draft out the door.
Refine - Adapting the draft as the deal evolves
Once the first draft is in place, the real work begins. Negotiations start, bespoke clauses are added, and versions start flying between inboxes. This phase is where mistakes are most likely to pop up. The work is typically done in Word, which, aside from spelling and grammatical checking, isn’t the best tool for dealing with document-wide error checking.
High volume of bespoke clauses
No matter how strong your template is, every M&A deal ends up with its own unique set of heavily negotiated clauses. Earn-outs, limitations of liability, indemnity baskets, these need to be tailored to the commercial deal and parties’ specific risk appetite.
Most lawyers fall back on the clauses they remember drafting whenever compromises need to be found. This works well if the lawyer already has a vast body of knowledge to fall back on and can easily search through their drafting history. This does not work well if lawyers don’t have that (e.g.: junior lawyers) or can’t easily search through their history (e.g.: senior lawyers who recently joined a new team).
Keeping a team-wide clause library with tested and vetted alternatives is a much-preferred alternative to searching through haystacks of clauses and looking for needles every time.
And when you don’t have a ready-made precedent, AI-assisted drafting can help you generate a first draft of a custom clause, one you can then tailor and improve using your legal judgement.
Review: The final push before closing
As the deal nears signing or closing, things often speed up. Deadlines loom, final comments trickle in, and documents need to be locked down and approved. It’s a phase full of pressure, and one where mistakes are costly. Being able to review documents quickly, catch inconsistencies (or sneaky additions😉), and maintain control is essential. A strong process here means fewer surprises in the final moments.
Cross-border coordination
M&A deals often cross borders, which means dealing with multiple legal systems and languages. Making sure a single clause works in multiple jurisdictions or translating key parts accurately (e.g. for local law filing requirements), is not always straightforward.
Keeping jurisdiction-specific drafting notes as well as multi-lingual precedents in your clause library can help make future work smoother.
Closing binder crunch
The final days before signing or closing often turn into a scramble. Finalising multiple versions of documents, ensuring all parties have signed off, and assembling the binder under time pressure can push even the best teams to the limit.
This is where a strong technical review tool really pays off as nobody wants to spend time on sanity checking, proofreading, and fixing formatting. If you can rely on software to take care of e.g. flagging issues with cross-references, automatically inserting a uniform header or footer across all execution copies, accepting changes and scrubbing metadata, you can focus on checking substance rather than fighting formatting. At this stage, you want the work to feel like quality control, not a last-minute battle with MS Word.
Closing thoughts
Corporate and M&A deals will always be complex, but the drafting doesn’t have to be messy. By investing in better structure, clearer processes, and smarter reuse of what you’ve already built, you can reduce friction and focus more on the legal strategy that really matters.
If these challenges sound familiar, you’re not alone. Corporate and M&A teams everywhere deal with the same pressures. But a few smart changes to how you draft, refine, and review can make a real difference. If you’re curious how that might look in practice, feel free to book a demo with us.
