Change of Control / M&A
Case Study
Due diligence for a change of control
The client had to prepare for restructuring and needed to better understand where clauses within a wide variety of third-party agreements would be triggered. A manual process was not an option as there were nearly 16,000 scans running to hundreds of thousands of pages. Logical Construct was selected to utilise their Clause Library, to rapidly digitise the agreements, and automatically identify variants of trigger language across a variety of clauses.
BENEFITS
The project was completed in a short space of time, with a full report across contracts including the contract type, dates and entities along with any trigger type and the language identified for each. This enabled the client to focus on a subset of agreements and manage any resulting outreach internally without incurring significant external legal costs.
A supplementary benefit was the identification of missing, duplicate and corrupt scans and creation of an organised repository for strategic future use.
Agreements
Scans
CHALLENGE
The client needed a solution that could be rapidly deployed and configured to their specific agreement types, with a robust workflow to ensure completeness.
SOLUTION
Logical Construct’s contract categorisation framework was utilised to fully digitise and arrange the scans into contract families, and then process them against a structured data model, before reporting on the findings.
Built-in functionality held to identify duplicate scans, as well as enabling the operational team to identify missing scans from the clients existing repository.
The data model was configured in less than a day, with the team operating the software able to manage the process of building and managing the clause library using real examples entirely. The flexibility of the software enabled modifications to the data model during the engagement without disrupting the flow.
The Lyncs Clause library enabled full configuration of clause library matching, with functionality to configure similarity thresholds and an intuitive user interface to provide a visual ‘difference’ against the expected clause language.