MikeA legal AI workspace for corporate and M&A firms
Corporate and M&A teams use Mike to work through diligence files, compare a draft purchase agreement against the term sheet, keep track of open requests, and draft disclosure schedules. Every answer links to the page it came from, so an associate can verify the source before anything goes to the other side.
Updated
Attorney: Does the draft purchase agreement match the signed term sheet on escrow and survival? Mark up any mismatch.
Mike: The draft departs from the term sheet on two points. The term sheet provides for an escrow held for eighteen months and a matching survival period [1], but Section 9.4 of the draft cuts survival to twelve months [2], and the escrow release date in Section 2.6 follows that shorter period [3]. I marked up both sections for your review.
- [1] Signed term sheet, ¶ 4, p. 2
- [2] Draft purchase agreement, § 9.4, p. 41
- [3] Draft purchase agreement, § 2.6, p. 12
Mike created Larkspur SPA, survival and escrow.docx.
Example matter. Names and documents are fictional.
A deal is a pile of documents that all have to agree with each other. The term sheet, the draft agreement, the schedules, the corporate records and the seller's responses were written by different people on different days. Mike reads them together, finds the places where they disagree, and shows you each conflict with both pages side by side.
Cuanto Labs installs Mike for your firm, connects it to the folders where your deal files already live, and loads your own forms of purchase agreement, closing checklists and diligence request lists. Target company records stay inside your firm's own installation.
What Mike does for your practice
- Diligence review
- Mike reads the contracts, minute books, cap table support and permits in a deal folder and reports on the topics your request list covers, such as change of control clauses, liens, litigation and employee matters. Each finding points to the document and page, and anything Mike could not find is listed as a gap instead of being skipped.
- Term sheet to agreement conformity
- Ask Mike whether the latest draft of the purchase agreement matches the signed term sheet and it compares price mechanics, escrow, survival, caps, baskets and closing conditions, then lists every mismatch. It can mark the draft up with tracked changes so the other side sees exactly what moved.
- Disclosure schedule drafting
- Mike drafts schedule entries from the underlying documents, for example every material contract with a consent requirement or every lease with its term and counterparty. The attorney reviews each entry against the representation it qualifies before the schedule is circulated.
- Contract extraction tables
- Tabular Review pulls the same fields from every target contract into one sortable table: counterparty, term, assignment clause, termination rights, exclusivity and notice address. Partners get a single view of what the buyer is inheriting.
- Closing checklists and ancillary documents
- Mike builds a closing checklist from the signed agreement, tracks which deliverables are in the folder, and drafts officer's certificates, resolutions and consents from your firm's forms so the signature pages are ready to circulate.
- Deal research
- Mike searches published case law on questions that come up in negotiation, such as the scope of a fraud carve-out or how courts read a material adverse effect clause, and reads the opinions before summarizing them. Case-law citations are checked against CourtListener before they appear in an answer.
How we set it up for your firm
- Your deal folders, connected
- We connect Mike to the drive or document system where your matter files live, so a team can ask about a deal without re-uploading what is already there.
- Your forms and precedents
- We load the purchase agreement forms, disclosure schedule formats, consents and closing certificates your firm already uses, so drafts come back in your structure and your language.
- Diligence request lists
- Your standard request lists become saved workflows, so each new deal starts with the same review questions your senior associates would ask.
- Review tables for target contracts
- We build Tabular Review templates for the fields your deal teams track on every contract, set once to match how your associates already build their summaries.
- Disclosure schedule mapping
- We map each representation in your agreement form to the schedule that qualifies it, so Mike can list the schedule items that are missing or do not match the data room documents.
Questions attorneys ask
Can Mike review a full diligence production?
Mike reads the documents in a deal folder one at a time and across the whole folder, and Tabular Review pulls fields from many contracts into a table. It reports what it found with page references and lists what it could not find or could not read. An attorney still decides what a finding means for the deal.
Will Mike draft the purchase agreement?
It drafts the sections you ask for from your firm's own forms and the deal documents, as a Word file you can edit. Most teams use it for conforming changes, schedules, ancillary documents and first drafts of routine provisions. Negotiated points and risk allocation stay with the deal lawyers. Ask for a different structure and the first draft changes with it, and every edit stays visible to reviewers.
How does Mike handle the other side's redlines?
You can ask Mike to compare two versions of an agreement and describe what changed, and it can summarize a counterparty's markup section by section. When you want changes made, it edits the Word document with tracked changes, so every edit is visible and can be accepted or rejected the usual way.
Can it work across several deals at once?
Each deal is its own matter folder, and attorneys only see the matters you grant them. A saved workflow, such as your diligence checklist, can be run on any matter. That keeps teams on a live deal separate while the firm still reuses the same review playbooks. Access follows the matter, so a conflict wall or an ethical screen can be honored.
Can Mike help prepare a disclosure schedule from the data room?
Mike reads the data room documents against each representation and lists items that may need to be scheduled, such as contracts with change of control terms or pending claims, with the page for each. Associates review the list and decide what is disclosed. A draft schedule comes back as a Word file in your format.
How does Mike track the seller's answers to diligence questions?
Keep the request list and the seller's answers in the folder, and Mike marks each request as answered, partly answered or open, citing the document that responds. It can draft a follow up list of open items for the seller's counsel. The associate confirms each status, since a produced document may not actually answer the question.
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Bring Mike to your firm.
Book a 30-minute call. Tell us about your practice and the systems your documents live in, and we'll come back with a setup plan for your firm.
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