How M&A lawyers use Justis AI

The problem

A mid-market target puts eight hundred documents in the room: customer and supplier contracts, leases, loan papers, employment agreements, IP assignments, licences and litigation files, a fifth of them scanned. The diligence report is due in three weeks, and the associate team can read perhaps half of it with care.

The report that results is organised by who read what, not by what threatens the deal. The unregistered lease, the licence that lapsed last year and the guarantee given for a promoter's company sit in different sections, with equal weight.

How Justis handles it

Upload the room to a project. Justis reads every document, runs OCR on the scans, and answers your diligence questions across the whole set in a tabular review: one row per document, one column per question, each cell citing the clause and page.

It then ranks the findings by what they do to the deal, from conditions to closing down to disclosure items, and drafts the red flag report in that order, with every finding linked to its source.

The problem

The share purchase changes control of the target, and some of its contracts and loans say what happens next: consent required, notice only, a right to terminate, or an acceleration of the loan. The consents list decides the conditions precedent, and a missed consent from a lender or a key customer is the problem that surfaces after closing.

The clauses do not use the same words. One agreement defines change of control by shareholding, another by board control, a third by any change in the promoter group, and several say nothing at all.

How Justis handles it

Justis reads every agreement in the room for change of control, assignment and anti-assignment, termination and acceleration, and applies each clause's own definition to the deal structure you describe, rather than a generic test.

It returns the consents list with the clause quoted, the counterparty, the notice period and what happens without consent, and drafts the consent request letters for the ones that need them.

The problem

The seller's first draft of the share purchase agreement arrives, and the client wants the issues list before the call tomorrow. The points that matter are spread across definitions, warranties, the limitations schedule and the boilerplate: an indemnity cap well below the exposure, a survival period shorter than the tax limitation period, an exclusive remedy clause that shuts out claims the buyer will need.

The issues list also has to connect to diligence. A warranty is only worth negotiating if you know what the room says about it.

How Justis handles it

Give Justis the draft and the side you act for. It builds the issues list clause by clause, with the problem in one line and why it matters for this deal, linking each point to the diligence finding that makes it important.

For the points you choose, it drafts positions from firm to middle ground with the commercial reason for each, and marks up the draft as tracked changes in Word with a comment explaining each change.

The problem

When you act for the seller, the disclosure letter is the seller's protection, and it is only as good as its specificity. A general disclosure of the whole data room may not be accepted, and a specific disclosure drafted from what the founders remember leaves out what the documents show.

When you act for the buyer, the same exercise runs the other way: what does the room show that the seller has not disclosed against each warranty?

How Justis handles it

Justis reads each warranty in the SPA against the documents in the room and says what needs disclosing, with the document and page, so the schedule is drafted from the record rather than from memory.

For the buyer it produces the reverse: each warranty, what the room shows, what the seller has disclosed, and the gap between them, ready for a specific indemnity or a price conversation.

The problem

Before the timetable is fixed, someone has to know which approvals the deal needs. Under the Competition Act 2002, a combination above the asset or turnover thresholds, or since September 2024 one valued above ₹2,000 crore where the target has substantial business operations in India, cannot close until the CCI approves it or the review period runs out.

A cross-border deal adds FEMA: the NDI Rules on sectoral caps and the approval route, the pricing guidelines, deferred consideration limits, the FC-TRS filing, and the government approval that Press Note 3 of 2020 requires for any investor with a beneficial owner in a country sharing a land border with India.

How Justis handles it

Give Justis the structure, the parties' figures and the target's business. It works through the CCI thresholds and exemptions in order, including the deal value threshold and the target exemption, and says whether a notice is needed, citing the provision and the figures it used.

It then maps the FEMA steps for the structure: route and cap, the price floor or ceiling, how much of the price can be deferred and for how long, and each filing with its last date. The result is a regulatory path note that sets the timetable.

The problem

When the target is listed, the SAST Regulations decide the deal's shape. Crossing 25% of the voting rights, acquiring more than 5% in a financial year above that, or acquiring control triggers an open offer for at least 26% more, at a price the regulations fix, announced on the day the agreement is signed.

The PIT Regulations apply from the first conversation: every person brought inside has to be recorded, diligence information is unpublished price sensitive information, and sharing it with a bidder needs the board's view that the deal is in the company's interest.

How Justis handles it

Justis works through the triggers for the structure you describe, including indirect acquisitions through a parent, and says which regulation is triggered, when the public announcement is due and the minimum offer size.

It lists the inputs the offer price has to be tested against and marks each figure you still need from the merchant banker, drafts the insider list entries and the board note for sharing information in diligence, and builds the takeover timetable from the announcement date.

The problem

Closing is a checklist of forty items held by six parties: consents, regulatory approvals, board and shareholder resolutions, resignations and appointments, the share transfer, the payment and the escrow. The checklist is kept in a spreadsheet that falls out of date with every draft of the SPA.

After closing the filings start, each with its own clock: the FEMA reporting, the change in directors, the register of members, any new allotment's return, and the notices that the consents list promised.

How Justis handles it

Justis builds the closing checklist from the executed SPA itself: every condition precedent and every closing deliverable, with the clause, the party responsible and the document that satisfies it. As documents are added to the project, it marks items as satisfied and cites the document.

It then produces the post-closing list with the last date for each filing and notice, computed from the closing date, and drafts the board resolutions and forms for the closing meeting.

The problem

The commercial terms are agreed on two calls, and what the associate has is the partner's notes: a price, a stake, a holdback the founders accepted in principle, a non-compete the buyer was firm on, and a list of open points. The client wants the term sheet out within the week.

Notes are written in the room, and they rarely survive arithmetic and the law intact. A per-share price does not divide into the total, a deferred payment is larger and longer than FEMA allows for a non-resident buyer, and exclusivity runs out before the signing date everyone is working towards.

How Justis handles it

Give Justis the notes and your firm's format. It drafts the term sheet, commercial terms in a table, then the binding and non-binding paragraphs, carrying each open point as a bracket rather than inventing a position.

Before it drafts, it checks the numbers and the structure against the law that applies, the NDI Rules for a cross-border share purchase and section 27 of the Contract Act for restraints, and gives you a short list of what to settle with the client before the draft goes to the other side.

The problem

On the sell side, the first draft comes from the buyer and pulls every protection its way: joint and several liability, a cap at the whole price, warranties without knowledge qualifiers, disclosure limited to what the buyer accepts in writing, a long non-compete and a holdback larger than the term sheet allowed.

The founders want the markup in a day, measured against what they signed in the term sheet and what they told you they will not accept, and they want to know if any clause would not work legally even if they agreed to it.

How Justis handles it

Give Justis the buyer's draft, the signed term sheet terms and the sellers' instructions. It reads the draft clause by clause against them, and marks up the buyer's own Word file as tracked changes with a short comment for each change that can be read out on the call.

It separates what departs from the term sheet, which the buyer has already agreed, from new points, and names the clauses that also raise a legal problem, such as a deferred payment outside the FEMA limits.

The problem

When a non-resident buys shares from residents, the resident side reports the transfer in Form FC-TRS within sixty days of the transfer or the receipt of funds, whichever is earlier. The particulars come from the SPA, the valuation report, the closing memorandum, the bank's inward remittance advices and its KYC report, and each holds a different piece.

The authorised dealer bank checks them against each other. A credit that is short of the price, a payment from a group company rather than the buyer, or an escrow period that runs past what the NDI Rules allow comes back as a query after filing, when the sixty days are already running.

How Justis handles it

Give Justis the firm's blank Word template of the form's fields and the closing file. It fills each field from the documents, cites the source for every entry, and leaves a field open with a comment where the documents disagree.

It checks the price against the fair value, adds up each seller's credit against the consideration, reads the escrow against Rule 9(6) of the NDI Rules, and computes the last date for filing.

The problem

In a technology deal the value sits with a few people and the code they wrote, and both are papered in documents nobody reads together: the founders' and senior managers' employment agreements, the founders' IP assignment deeds and the agreements with outside developers.

The questions are the same for each one: what a change of control costs, whether the IP was actually assigned or only promised, what the restrictive covenants say and how long notice is. And one rule of copyright law catches outside developers' agreements repeatedly: an assignment silent on duration is deemed to be for five years, and silent on territory, to extend only to India.

How Justis handles it

Upload the agreements and ask the same questions of each in a tabular review, one row per document and one column per question, every cell citing the clause and page.

Then ask the Associate to turn the grid into the findings for the diligence report and the specific indemnities and closing deliverables the SPA needs, such as a fresh assignment from the developer.

The problem

After closing, the buyer starts moving business between its existing Indian company and the target: customer contracts one way, a shared warehouse, some production to another plant. The integration team assumes a letter will do for each contract.

Whether it will depends on each contract's own words. One allows assignment to an affiliate on notice, one forbids it without consent, one is silent but carries obligations, which under Indian law move only by novation with the other side's agreement. And a consent obtained for closing may itself have been conditional on the very change the integration plan proposes.

How Justis handles it

Give Justis the integration plan and the contracts. It reads each contract's assignment, change of control and other relevant clauses, says what route each move needs and who has to sign, and checks the plan against the consents and notices already given at closing.

It drafts the documents for each move, notice letters, consent requests and tripartite novation agreements, and lists the dates by which each must go out.