Transactional Intelligence Center
Our Transactional Intelligence Center is a one-stop shop for tools and content created for transactional lawyers. Explore Practical Guidance, books & treatises, transaction-related news, our precedent database containing more than 1.5 million documents, the full EDGAR database, and more. Additionally, test your draft agreement against the market with our Draft Analyzer tool. To access the Transactional Intelligence Center from the Bloomberg Law Menu, select Transactional Intelligence Center.
How to Access EDGAR on Bloomberg Law
To access EDGAR from the Transactional Intelligence Center, click the Advanced EDGAR Search under the SEC Filings tile. You can also access by typing EDGAR in the main search bar.
Once open, the EDGAR search screen displays three tabs with options to search All Edgar, 8-K Items, 10-K Items, and 10-K Risk Factors
Search Filed Features
When using the EDGAR Search form, some fields include a pick list with additional options. Click Browse Full List to access a pick list. On the Forms pick list, click the Info Icon for a description of the item including coverage, description, and document format. Click the Star Icon on an item within the pick list to designate it as a Favorite. The selected Favorites display in the Browse My Favorites pick list. To remove an item from a Favorites list click the Star icon to deselect.
How to Use the EDGAR Filing Type Fields
- KEYWORDS - Search for exact phrases by placing them in quotes, or connect keywords using Boolean search operators. Keywords can apply to: (1) Forms Only if you want your search terms to appear only in the SEC Form (e.g., in the 10-Q, but not in any exhibits); (2) Exhibits Only if you want your search terms to appear only in exhibits, but not the form; and (3) Forms & Exhibits if you want your search terms to search both forms and exhibits. Search Results will contain the underlying filings if you select Forms & Exhibits or Forms Only.
- FORMS - To search for specific SEC forms, enter form type (e.g., Form 8-K) in the search text box and utilize the available options displayed on the auto-complete list, or click Browse Full List to view a full list of available forms.
- AMENDMENTS - Click on the Include , Exclude or Only amendments radial button to specify whether you want to include or exclude filing amendments in your search or to only search for amendments.
- EXHIBITS - To search for a specific Exhibit, enter the exhibit type in the search text box and utilize the available options displayed on the auto-complete list, or click Browse Full List to make a selection.
- EXHIBIT TITLE - Search the descriptive titles of EDGAR exhibits that filers have included, if any. Although some EDGAR filers include descriptive titles for their exhibits, the SEC does not require inclusion of these titles. As a result, search results based on this search criteria may be incomplete.
How to Use the Company/Filer Information Search Fields
- FILER NAMES - Enter an individual or entity name to search documents filed by a specific filer, issuer, company, or reporting owner.
- CIK - Every company and individual who files with the SEC is granted a unique identifier called a Central Index Key ("CIK"). A CIK number includes all former names of the relevant entity or individual. Generally, searching by CIK is more comprehensive than searching by the name of a filer, reporting owner, or issuer.
- COMPANY OR TICKER - The Company or Ticker field returns filings for a company listed on a stock exchange (1) that are filed by that company; (2) that are filed by an insider in which the entered company is the subject; and/or (3) that involve that company in a publicly reported merger or acquisition, but not necessarily filed by that company.
- COMPANY LOCATION - Type a few letters of the U.S. city, U.S. state, or country where at least one of the parties to the filing maintains its principal place of business and choose from the list.
- PLACE OF INCORPORATION - Type a few letters of the U.S. state or country of the filer's state or country of incorporation and choose from the options to search for documents filed by a party that is organized in that location.
- SIC INDUSTRY - You can enter an industry name or Standard Industrial Classification ("SIC") code to search EDGAR filings related to a specific industry. Enter the name of the industry in this field or click Browse Full List and select it from the industry index drop-down menu.
How to Use the Submission Information Search Fields
- FILING DATE - Click the Filing Date drop-down menu to search by date or date range of the filing.
- PERIOD DATE – Click the Period Date drop-down to search by the applicable period for the associated filing.
- EDGAR FILE No. - The SEC assigns unique file numbers to registrations, applications, and reports made by issuers. Use this field to find forms or exhibits by their specific EDGAR File Number.
Precedent Documents Overview
Bloomberg Law's Precedent Database gives you access to over 1.5 million legal documents used in transactions and filed with the Securities and Exchange Commission through EDGAR.
The documents in the Precedent Database have been analyzed and classified according to a number of helpful criteria making it easy to find a document matching your desired criteria.
Search for Precedent documents and clauses by document type, clause title (clause search only), keyword, date, transaction type, governing law, Standard Industrial Classification ("SIC") industry, party, law firm, and attorney. Additionally, after running your search, a robust set of filters lets you narrow your results to enable quick location of a precedent.
How to Access Precedent Documents
To access the Precedent Database from the Transactional Intelligence Center, select Search Precedent Database from the Transactional Intelligence Center home page.
Bloomberg Law makes it easy to search across the database of more than 1.5 million documents. You can search by over 600 document types or narrow your search to focus on M&A Purchase Agreements, Underwriting Agreements or Credit & Loan agreements by clicking on the appropriate tab at the top of screen. Using these tabs provides extra search options applicable to the selected agreement types.
Select By Document Type
Search across more than 600 documents types, including merger agreements, license agreements, non-disclosure agreements, employment agreements, and more. Begin by entering a document type or by selecting Browse Full List and selecting a document type(s) from the list.
To remove a selection click the checkbox next to the selected document type in the list or by clicking the red x next to the selected item below the document type box.
To create a Favorite, click the Star Icon next to the document type in the Full List.
For more information on a specific document type, click on the relevant button in the Doc Type list.
Search By Transaction Type
Select one or more transaction types over which to run your search. Any selected transaction types display below the Transaction Type list.
Remove a selection by clicking on the checkbox next to the transaction type in the Transaction Type list or clicking the x button next to the Selected list below the Transaction Type list.
To create a Favorite, click the Star Icon next to the transaction type in the Full List drop-down menu.
Search for Specific Clauses
Conduct a search for whole documents or individual clauses by selecting the Whole Documents or Single Clauses radial buttons.
If Single Clauses is selected, an additional field, Clause Title , is added.
To search by clause title, enter the exact name of a clause in quotation marks or use Boolean search terms.
Search By SIC Industry
The SIC INDUSTRY field allows you to search by a company or party's Standard Industrial Classification ("SIC") code number. You can either enter the number or name of the classification or click Browse Full List to view the full list of SIC Industries. You can select one or more industry types when running the search.
Remove a selection by clicking on the checkbox next to the industry type in the SIC Industry list or clicking the x next to selected industry.
To create a Favorite, click the Star next to the SIC Industry type in the Full List drop-down menu.
Search By Governing Law
Type the name of the jurisdiction in the text box and select the jurisdiction from the auto-complete menu. You have the ability to select one or more jurisdictions. Any selected jurisdictions display below the Governing Law search box. Remove a selection by clicking the x next to a selected field.
Search By Filing Date
Use the Filing Date menu to search by the date which the document was filed with the SEC on EDGAR.
Search By Document Name
In the Document Name text box, enter specific name or title of the document (e.g. Technology License Agreement). The document name may be entered directly (e.g., "Technology License Agreement") or using Boolean search operators (e.g. technology n/3 license).
Search By Party Name
Search by a particular party by entering their name in the Parties text box. Any entered names display below the Parties box. To remove a party's name click the x next to that party's name. Multiple party names may be entered by either:
- Using Boolean search operators. Example: IBM OR Microsoft; or
- Entering each party name individually, clicking the + button after each entry. Note that searching in this way is the same as using the Boolean AND operator – all of the names entered must be party to the same agreement or have issued the same prospectus.
Search By Law Firm
Search by specific law firms representing parties to an agreement or transaction by entering the firm's name in the Law Firms box. Any entered law firms display below the Law Firms text box. Remove a law firm by clicking the x next to that law firm's name. Multiple law firms may be entered by either:
- Using Boolean search operators. Example: Latham OR Skadden; or
- Entering each law firm individually, click the + after each entry. Note that searching in this way is the same as using the Boolean AND operator – all of the law firms entered must be associated with the same document.
Additional Search Criteria for Specific Documents
The Precedent Search includes additional search criteria for M&A Purchase Agreements, Underwriting Agreement & Prospectuses and Credit & Loan Agreements.
To conduct a search for these precedent types, select the relevant tab from at the top of Precedent search tool. In addition to the search features discussed here, these tabs contain additional fields relevant to the specific selection (i.e., Deal Size for M&A Purchase Agreements).
Select Practical Guidance to search our collection of forms, drafting guides, timelines, checklists, comparison surveys, overviews, and other documents dealing with corporate transactions, corporate governance, commercial transactions, and corporate compliance.
How to Access Transactional Practical Guidance
Search across our Practical Guidance using one of the options in the Transactional Practical Guidance or Contract Drafting Practical Guidance tile on the Transactional Intelligence Home Page. These options enable users to browse the entire library, run a search, or review specific content sets related to Due Diligence and Entity Formation.
Transactional Practical Guidance Tile
- Practical Guidance Library: Browse across Bloomberg Law's library of corporate and transactional Practical Guidance. The library is organized by subject matter and transaction type.
- Practical Guidance Search: Run a search across the corporate and transactional Practical Guidance using natural guidance or Boolean terms and connectors. Additionally, users have the option to filter by subject area.
- Due Diligence Toolkit: Browse Bloomberg Law's collection of Practical Guidance focused on due diligence issues. The page is organized by topic, including M&A, Antitrust, Securities, and more. Additionally, there are links to other tools on Bloomberg Law that users can leverage in the Due Diligence process.
- Entity Formation Toolkit: Access Bloomberg Law's collection of guidance on forming corporate and other entities, including LLCs, LPs, and Partnerships. These collections include state-specific resources for key states.
Contract Drafting Practical Guidance Tile
- Search Sample Agreements: Locate all of the Sample Agreements available on Bloomberg Law in a single place, including our collection of annotated forms. Users can filter or add keywords to locate a specific form.
- Search Sample Agreements (Annotated): Review Bloomberg Law's collection of annotated forms, which provide users additional drafting guidance in addition to the sample language.
- Search Drafting Guides: Drafting Guides provide users quick annotations on the provisions in various agreements. Each guide is split into three columns that provide: (1) brief description of the clause; (2) drafting guidance and analysis (including pro-party tips); and (3) links to Bloomberg Law's Precedent Search to provide examples of a particular clause used in actual agreements.
- Search Clause Descriptions: Search providing quick access to Clause Descriptions that discuss the purpose and function of individual contract clauses.
- Search Sample Clauses: Similar to our Annotated Forms, Sample Clauses provide example language for key, unique, or highly-negotiated provisions. The Sample Clauses also provide drafting analysis and guidance, including pro-party tips, a value/risk analysis, and other clauses or provisions to consider.
Draft Analyzer is Bloomberg Law's proprietary tool that uses machine learning to help lawyers compare provisions in their draft to similarly drafted paragraphs in the millions of exhibits filed in EDGAR.
How it Works
Draft Analyzer uses an algorithm to show you the developing consensus among drafters based on its analysis of each paragraph from virtually every agreement and organizational document filed as an EDGAR exhibit.
To use Draft Analyzer, click on the Draft Analyzer link or type "draft analyzer" in the search bar.
Select which type of agreement you would like to upload: Merger Agreements or All Other Agreements.
Then drag and drop or select a file to upload text into the text box and click Analyze.
*Note that you can select an example by clicking on the blue highlighted term on the right side of the page.
Draft Analyzer can also be run over documents pulled from our Precedent Search by clicking the green Run Draft Analyzer button in the top right-hand corner of the document. When running Draft Analyzer in this method, it will automatically recognize the type of agreement (Merger Agreement or Other Agreement Type).
Uploading a draft merger agreement to Draft Analyzer helps you improve the process of drafting, reviewing, and negotiating merger agreements by speeding up document navigation and review, comparing your text to market standard language, and delivering practice tools and clause-specific expert drafting guidance. Once your document is analyzed, your results will be displayed in a streamlined document viewer that provides you with the following features:
- The Clause Outline provides an easy-to-read and structured view of the agreement with an interactive table of contents to help you find the clause you’re interested in quickly.
- Definition Extraction: In the document you will notice highlighted blue terms. We extracted the definitions, as defined by the agreement, to save valuable time. Simply click on the blue terms to see definitions of internally defined terms without losing your place in the document.
- We have integrated our M&A practical guidance into the tool, providing users access to transaction, document, and clause level guidance right in line with their draft. Now users can draft merger agreements with greater confidence with using our forms and drafting guides that provide specific pro-buyer and pro-seller drafting tips. Easily access expert, step-by-step Practical Guidance for drafting considerations at the transaction, document, and clause levels in the right rail. Choose whether you want to view Public or Private transaction Practical Guidance.
- Select View Market Standard to easily generate a market standard analysis of individual clauses in your merger agreement to understand how others are drafting the same provision in similar deals.
Draft Analyzer’s proprietary algorithm determines the market standard by first extracting individual clauses of a given type from agreements filed as exhibits in the SEC’s EDGAR database. It then clusters the individual clauses of that type based on textual and semantic similarity. The market standard we display is generated from the most standard clause within the largest identified cluster (i.e. the clause most similar to all of the other clauses within that cluster).
You can also apply filters such as Deal Size, Year, Law Firm, Industry, and Status of the Target, to adjust the market standard based on criteria of most interest to you.
Users can drill down deeper and compare the language in their draft to clusters of semantically similar paragraphs in agreements filed in EDGAR. Select the clause that you would like to compare, and a green View button will appear next to each paragraph with the number of similar paragraphs available in the database. Select View.
When you click the View button, Draft Analyzer presents the Most Common and Closest Match clusters of linguistically similar paragraphs. The Composite Paragraphs are machine generated composites of the individual paragraphs within a given cluster. Note, in some instances, the Most Common composite, or the linguistically similar cluster with the most underlying paragraphs, and the Closest Match composite, the linguistically similar cluster most like your paragraph, will be the same. You can also filter the underlying sources to adjust the composite based on criteria of most interest to you. Available filters include: Law Firm, Year, Agreement Type, and Industry.
After selecting Other Agreements, you can copy and paste, drag and drop, or upload text into the text box and click Analyze.
In a matter of moments, Draft Analyzer analyzes your text against the millions of documents filed as EDGAR exhibits, looking for linguistic similarities. Your text will have a green View button next to each paragraph with the number of similar paragraphs available in the database. Select View next to the paragraph you would like to compare.
When you run Draft Analyzer over your text, it presents the Most Common and Closest Match clusters of linguistically similar paragraphs. The Composite Paragraphs are machine generated composites of the individual paragraphs within a given cluster. Note, in some instances, the Most Common composite, or the linguistically similar cluster with the most underlying paragraphs, and the Closest Match composite, the linguistically similar cluster most like your paragraph, will be the same. You can also filter the underlying sources to adjust the composite based on criteria of most interest to you. Available filters include: Law Firm, Year, Agreement Type, and Industry.
In addition to reviewing the composites, you can review and compare your text to each of the underlying source documents. When reviewing the individual par8graphs, click on the hyperlinked document name to view the paragraph in the context of its entire source document.
Compare Your Text
Use our redlining tool to compare your text against the composite paragraphs or any of the underlying paragraphs. To view a comparison, select the Compare Your Text button under the paragraph against which you wish to compare. This will display a three-column page with your text on the left and the text to which you are comparing on the right. In the middle will be the comparison. Additions to your text appear in green and removals in red. Some text will be interactive, meaning there is more than one potential option based on the underlying paragraphs. This text will be highlighted in blue and, if hovered over, will present a pop-up displaying the various options. You can select the Change Order button in the upper right of the display to modify the order of the comparison.
What it means
Because Draft Analyzer is at root a data analysis tool, there are many ways to interpret results. We identify a few common interpretations and uses here.
- Focus on Important Provisions. Draft Analyzer can reveal just how "standard" some language is. Composites based upon hundreds or even thousands of underlying documents are far more standardized than those with only a handful of underlying documents. This reveals that some provisions are simply not negotiated very much while others are almost always negotiated. This does not mean that standardized language cannot be changed, but may help you understand and anticipate which provisions your client and counterparty will negotiate so you can devote extra attention to crafting them and extra preparation for negotiating them.
- Heavily Negotiated or Custom Provisions. Language that produces composites with few source documents, or is unable to generate a comparison at all, may be a highly-negotiated provision or a unique expression of a particular provision. This is because Draft Analyzer identifies language that is used again and again.
- Expedited Review. Many good drafters begin by reviewing similar documents from past transactions and then producing a draft that includes the strengths and omits the weaknesses of their precedent documents. Draft Analyzer can dramatically speed this process because each composite incorporates the wording of its underlying documents. By reviewing a composite, you effectively review all of the underlying documents.
- "Missing" Language. Some composites include additions that reveal language that was "missing" from the input text. Sometimes, the missing elements were intentionally removed through negotiation or where portions of an EDGAR filing are given confidential treatment by the SEC. In other situations, the missing language may have been left out unintentionally. The additions that Draft Analyzer identifies can be valuable clues to wording that you should include in your own work.
There are two Deal Analytics tools: one searches Bloomberg's proprietary Equity Offerings database; the other searches Bloomberg's proprietary Mergers & Acquisitions database.
The Deal Analytics: Equity Offerings provides over 25 searchable fields with the best available information concerning over 175,000 worldwide equity offerings.
The Deal Analytics: M&A tool provides over 25 searchable fields with the best available information on over 720,000 public and private M&A deals and venture capital deals from around the world.
How to Access Deal Analytics
- Access Deal Analytics from the Transactional Intelligence home page by selecting either the Mergers & Acquisitions or Equity Offerings link from the Deal Analytics tile.
- Once the Deal Analytics page displays, use the toggle buttons at the top of the page to switch between the Mergers & Acquisitions or Equity Offerings databases. Once your desired database is selected, you can use the filters to set your desired parameters. Once satisfied, select Search.
- The results display in a tabular format and you have option of: (1) clicking Select Columns to view select additional fields of interest; (2) clicking Add Search to Workspace to retain your search parameters and results in a workspace; or (3) clicking Export to Excel to print and otherwise manipulate the data (note you can download up to 250 rows of data).
- You can also select the Deal Info icon to display full text documents and additional information about the deal, including, when available, access to deal documents.