Corporate and M&A
Transactions where every document has its place
An acquisition sets hundreds of documents, several parties and a tight timetable in motion. Ulpian brings data-room review, negotiation, closing and corporate bodies together in the transaction's matter file.
What you will see in Ulpian
Fictitious matter, sample data.
A tabular review, cell by cell
Every document receives the same questions, and every answer keeps the passage it rests on. The table fills as you scroll; click a cell to read its source.
| Document | Term | Termination | Liability cap | Governing law |
|---|---|---|---|---|
| Supply agreement Alpha | 3 years, renewable | 6 months' notice | Annual contract price | Swiss law |
| Software licence Beta | 1 year | 30 days | No clause found | English law |
| Distribution agreement Gamma | 5 years | For good cause only | CHF 500'000 | Swiss law |
| Service agreement Delta | Indefinite term | 3 months' notice | Direct damage | German law |
Click a filled cell to read its source passage.
0 of 16 cells
The client's mandate, clause by clause
The range set by the client is hatched, the counterparty's position is a point. Drag your position: Ulpian shows whether it stays within the mandate.
Liability cap, as % of the price
Within the client's mandate
The closing, condition by condition
Each condition precedent fills with ink when its evidence is attached, and the funds flow balances below. The evidence arrives as you scroll.
Clearance from the Competition Commission
Awaiting evidence (COMCO decision of 12 October)
Landlord's consent to the transfer
Awaiting evidence (Signed letter from the landlord)
Bank guarantee provided by the buyer
Awaiting evidence (Guarantee no. 4471)
Resignation of the outgoing directors
Awaiting evidence (Three letters of resignation)
Price paid into the escrow account
Awaiting evidence (Escrow credit advice)
0 of 5 conditions
Funds flow
- Sources
- Price paid by the buyer—
- Uses
- SellerCHF 11'900'000
- Loan repaymentCHF 450'000
- Transaction costsCHF 150'000
Gap of CHF 12'500'000
What weighs on the work today
- 01
A data room read document by document
One to five thousand documents, and a team that reads, flags and summarises for weeks, with notes scattered everywhere.
- 02
Versions crossing each other
The draft agreement circulates by email between the parties, and nobody knows which version reflects the client's mandate.
- 03
A closing run from a spreadsheet
Conditions precedent, signature pages and funds flow are tracked by hand until the last day.
A matter, from first contact to invoice
- Step 0101
The transaction file opens with the parties, the companies concerned and the team.
- Step 0202
The data room is screened against the same questions in tabular review, with the source passage of each answer.
- Step 0303
The draft agreement is negotiated in the negotiation room, clause by clause, against the client's mandate.
- Step 0404
Conditions precedent, signature pages and funds flow are tracked until closing.
- Step 0505
Decisions of the corporate bodies and the company registers are updated after the transaction.
What the AI prepares
- Review of dozens or hundreds of documents against the same questions, with the source of each answer.
- Gaps between a counterparty proposal and the client's mandate, clause by clause.
- A first draft from your templates and clause library, with your fallback positions.
What stays with you
- Negotiating positions and concessions.
- The assessment of risks flagged in the data room.
- Signing and sending the closing documents.
Statuses reflect the platform as it is today.
Tabular review
AvailableDozens or hundreds of documents run through the same questions, with the source passage behind every answer.
Open the workspaceData room
AvailableBuyer access by section, viewing log, questions to the seller and bulk download.
Open the workspaceNegotiation room
AvailableThe document shared with the other side, the client's mandate per clause and proposals checked against that mandate.
Open the workspaceClosing
AvailableConditions precedent, signature page packets, funds flow and closing set.
Open the workspaceTemplates and clauses
AvailableThe firm's templates, filled with matter data, and a clause library with your fallback positions.
Open the workspaceGovernance
AvailableDecision register, minutes, group entities and signing rules.
Open the workspaceGroup entities
AvailableCompanies, governing bodies, signatories and registers.
Open the workspace
Frequently asked questions
Does tabular review replace due diligence?
It takes the first pass: every document receives the same questions, and every answer points to its source passage. The team then works from a structured summary and decides what constitutes a risk.
Do buyers see the whole data room?
No. Access is set by section, every view is logged, and questions to the seller go through the data room.
Can we work with our own contract templates?
Yes. The firm's templates are filled with matter data, and the clause library keeps your fallback positions.
See it on a matter that looks like yours
The diagnostic shows you in three minutes where your firm loses time. The call shows you Ulpian on a typical matter, in twenty-five minutes.