Corporate and M&A
From the NDA to a signed agreement.
Review the NDA against your playbook, pull the red flags from the data room, and check the sale and purchase agreement against the term sheet.
The papers
- NDA
- Letter of intent
- Data room
- Term sheet
- Sale and purchase agreement
- Disclosure letter
- Shareholders’ agreement
- Closing checklist
Through a deal.
01
NDA and letter of intent
An inbound NDA is reviewed against the firm’s playbook.
One-sided non-solicits, overly broad definitions of confidential information, and other departures from the firm’s form are marked in the document. The letter of intent is then drafted from the firm’s last comparable form, with the parties and key terms filled in.
02
Due diligence on the data room
The data room is reviewed and the red flags are extracted.
Change of control clauses, restrictions on assignment, termination rights, indemnities, related-party contracts and undisclosed litigation are identified. Each finding is linked to the relevant contract, so the due diligence report can be drafted from the results.
03
Term sheet against the sale and purchase agreement
The term sheet is compared with the sale and purchase agreement.
Missing, changed and added terms are flagged with the clause. The shareholders’ agreement is then drafted from those findings, in the firm’s usual form.
04
Disclosure letter and board approvals
The disclosure letter is drafted from the diligence findings.
Board and shareholder resolutions follow in the firm’s usual wording, with the parties, the transaction and the specific approvals filled in.
05
Closing checklist
The closing checklist is generated from the conditions precedent.
Each item names the responsible party and the document that closes it, so outstanding points are clear before signing.
On this work, the same rules.
Private and Local
It can run inside the firm, with no connection out. We never see the files, and a model provider never does. There is no outside copy to keep or to train on.
Only who needs it
Access is limited by person, by matter, and by practice. The admin sets each role. Every action is logged, and can be traced.
Your way of working
It follows your past matters, your wording, and your playbook. A review looks for what your team already treats as important.
Edits you can see
The change is made in the file you already have. Layout and numbering stay. You get track changes, and each answer points to its source.
Ready on day one
Jurisdiction-specific material is already there, from legislation, government, and regulators. So are skills for this kind of work.
Enterprise-grade security
ISO 27001, GDPR, and Hong Kong’s PDPO. Ask us for the scope.
- Details of ISO 27001
ISO 27001
Information-security management system. Ask us for the scope, not only the badge.
- Details of GDPR
GDPR
Where EU personal data is in scope, the same private system is built to support those duties.
- Details of PDPO
PDPO
Hong Kong’s Personal Data (Privacy) Ordinance is the home regime. The product starts here.
Questions
- What if the system misses a change-of-control clause?
- Every finding links back to the document it came from. The lawyer still decides what is material. The system does not mark a contract as clear if the document has not been read.
- Does Makebell train on our deal documents?
- No. The system runs on the firm’s machines. Makebell cannot see the documents, and the model provider cannot see them. There is no data to train on.
- Who has access to a deal’s files?
- Only the people the firm gives access to. Documents are separated by person, by matter, and by practice. The firm’s administrator sets the rights. Every action is written to an audit log. Makebell cannot open the files.
- Where does the data sit?
- On the firm’s machines. Nothing leaves the firm. Makebell does not hold a copy, and cannot open one. Deal information stays inside the firm.
- What if we do not have the hardware?
- What you need depends on the size of the team and on how the system will be used. Talk to us. We will assess that and recommend what to buy, or what to lease.
See it on your work.
A demo of drafting, review, and research, in one system, built around the practice your team already runs.