Corporate & Transactional
Explore drafting guides and other practical guidance, expert commentary and transaction-related news as well as specialized precedent searches designed to help you find relevant precedent documents and clauses. Search all EDGAR filings or target specific documents and clauses within our EDGAR Search Tool or EDGAR Comment Threads search. Test your agreement against the market with our Draft Analyzer tool. Find relevant SEC No-Action Letters with our SEC No-Action Letter Search Tool. To access transactional content, from the Bloomberg Law Menu, click Corporate & Transactional.
Draft Analyzer lets you compare your draft language against EDGAR exhibits to determine market standard language. The system matches your text to similar templates representing consensus drafting from EDGAR. You can browse the documents from EDGAR that make up each template using filters for party, law firm, document title and year. This reveals exactly which law firms and parties are using the language and how recently, and allows you to make sure that your language is exceptional only when you want it to be.
How it Works
Draft Analyzer is powered by Exemplify™ – our patented software application that 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. Our system first categorizes each paragraph based on textual similarity and constructs one or more unified versions (“consensus templates”) for each identified cluster of similarly worded paragraphs. A consensus template reflects the most common language in the template's source documents. It also identifies and quantifies areas of linguistic variance and displays the most common alternative words or phrases used in its source paragraphs.
Copy or drag and drop text into the text box and click Analyze. When using the Deal Analytics tool, some documents have the option to send a document directly to the Draft Analyzer.
The Results display includes a menu bar to access Templates and Sources, and the standard Print, Email and Save options.
When you input your own text, our proprietary algorithm will often identify multiple matching templates, each showing how your language differs from the consensus it represents. Template results are ranked by consensus size – the number of sources that contribute to the template.
Click the Template icon to display Consensus Analytics . On the results page below each matching consensus template is a consensus details report that can help you determine the consensus template’s strength and relevance to your transaction. Some consensus templates may be dominated by multiple agreements from a single drafter – such as when a company publicly files many agreements based on a single form, or repeats a transaction with the same documentation. In that case, the consensus will reveal the form of the agreement used, but does not necessarily demonstrate that many different drafters have converged on the best language.
Sources and Filters
You can also click See All Sources from the results page to examine each of the underlying sources that form the selected consensus template and filter by Law Firm, Year and Agreement Type to see how the template would change if it were based solely on the source documents in your filtered subset.
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. Templates that are based upon hundreds or even thousands of underlying documents are far more standardized than templates 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 only a few templates with few source documents, or even no template at all, is most likely either a highly-negotiated provision or a nearly unique piece of custom drafting made for only a specific transaction. This is because Draft Analyzer identifies language that is used again and again. Highly-negotiated and custom drafting will almost always be unique and may not appear in Draft Analyzer.
- Expedited Review. Many good drafters begin by reviewing many similar documents from past transactions and then producing a draft that includes all of the strengths and omits all of the weaknesses of their precedent documents. Draft Analyzer can dramatically speed this process because each template already incorporates the wording of all underlying documents. By reviewing a template, you effectively review all of the underlying documents. By reviewing all of the templates that Draft Analyzer offers, you can review very many similar documents simultaneously to incorporate their strengths into your draft and remove the weaknesses that the marked templates reveal.
- "Missing” Language. Some templates will 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 – Draft Analyzer will often give at least a partial clue to what was redacted. Sometimes, the missing language was 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 and 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 almost 150,000 worldwide public offerings.
The Deal Analytics: M&A tool provides over 25 searchable fields with the best available information on over 550,000 public and private deals from around the world.
Results are presented in tabular form and can be sorted or exported to your spreadsheet program for further analysis, printing and annotation. The Deal Details link takes you a summary of the financial terms and advisers for each deal, and, if available, the deal documents and a convenient table of contents for the deal document.
How to Access Deal Analytics
- To view Deal Analytics, either enter "Deal" in the Search bar and select Deal Analytics M&A Search from the auto-complete menu, or on the Browse All Content drop down menu, select Corporate & Transactional, and click Deal Analytics.
- The Deal Analytics page displays. Use the toggle buttons at the
top of the page to select either the Mergers & Acquisitions or
Equity Offerings database. Use the filters to sort your
The Deal Analytics results display. Click Select Columns to choose the columns to display on the report. Click Add Search to Workspace to retain the results, to print and otherwise manipulate the data, click Export to Excel. Click the Deal Info icon to display full text documents and additional information about the deal.
In addition to the Deal Details, click the Document tab to view the full text of the Underwriting Agreement and Clause Outline to review portions of the agreement. The Document display offers the additional option to Run Draft Analyzer.
How to Access the Specialized EDGAR Search
There are two ways to access the Specialized EDGAR Search on Bloomberg Law:
- In the search bar type E and select EDGAR Search from the drop down menu.
- From the Bloomberg Law Browse All Content menu, select Corporate & Transactional and click EDGAR Search.
- The EDGAR Search screen displays with options to filter the search fields by All Edgar, 8-K Items, 10-K Items, 10-K Risk Factors, and Comment Threads.
- Create a Search Alert and Add Search to Dashboard are links at the bottom of the screen.
FAVORITES and INFO ICONS
A pick list with additional options is available for some text fields on the EDGAR Search form. Click Browse Full List to access the 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 a pick list to designate the item 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 Specialized Search
- KEYWORDS - Search for exact phrases by placing them in quotes,
or connect keywords using Boolean search operators.
KEYWORDS APPLY TO - Select Forms Only if you want your search terms to appear only in the underlying forms. Select Exhibits Only if you want your search terms to appear only in exhibits, and select Forms & Exhibits if you want your search terms to appear in both. Search Results will contain the underlying filings if you select Forms & Exhibits or Forms Only. When Exhibits Only is selected, search results contain the exhibits themselves. Click the exhibit link in the results list and go directly to that exhibit.
- FORMS - To search for specific SEC forms, enter terms in the search text box and utilize the available options displayed on the auto-complete list, or click the Browse Full List link and make a selection.
- INSIDER FILINGS and INSIDER AMENDMENTS - Click the radial slide
buttons to include or exclude Insider Filings and Insider
- EXHIBITS - To search for a specific Exhibit, enter terms in the search text box and utilize the available options displayed on the auto-complete list, or click the Browse Full List link and make a selection. To limit your search to a standard exhibit number use the Exhibits Full List.
- 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 in which a company that is listed on a securities exchange and has a ticker is the filer, the subject company of insider filings on insider filings and/or the target of a publicly-reported merger or acquisition.
- COMPANY GROUP - Limit your search to 100 companies that meet specified criteria. All criteria is determined using Bloomberg data after the close of each trading day in the United States. The most current market information is matched to the date of the latest EDGAR filing made by a company. Therefore, only companies that meet the selected criteria and have submitted an EDGAR filing since meeting that criteria are included in a group.
- 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 make a selection.
- PERIOD DATE - To search for a specific Period Date click in the field and choose any of the options in the drop-down menu.
- 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’s proprietary Precedent database gives you access to over 800,000 legal documents that top practitioners used in real transactions and filed with the Securities and Exchange Commission through EDGAR.
The Precedent documents in the precedent database have been analyzed and classified according to a number of helpful criteria so you can find transaction precedents specifically tailored to your needs.
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, a robust set of filters lets you narrow your results to the exact precedent that you need. Our clause search functionality lets you pinpoint precise language in specific clauses and compare your results with one another and with your own text.
How to Access Precedent Documents
To access the Precedent Documents, from the Bloomberg Law menu, select Corporate & Transactional and then click Precedent Search.
Precedent Document and Clause Search
Bloomberg’s proprietary Precedent database accesses over 800,000 legal documents that top practitioners used in real transactions and filed with the Securities and Exchange Commission through EDGAR. The precedent documents in the Precedent database have been analyzed and classified according to a number of helpful criteria to easily locate transaction precedents specifically tailored to your needs.
Search for precedent documents and clauses by document type, clause title (clause search only), keyword, date, transaction type, governing law, SIC industry, party, law firm and attorney. Additionally, a robust set of filters narrow results to the exact required precedent.
How to Access Precedent Search
To access the Precedent search, either type "precedent" in the Search text box and select Transactional Precedent Search from the auto-complete list, or open the Browse All Content menu, select Corporate & Transactional, and click Precedent Search.
Search the over 600 document types in the Precedent database or to narrow the search of M&A Purchase Agreements, Underwriting Agreements or Credit & Loan agreements click the appropriate tab at the top of screen.
The search options customize based on the selected tab, facilitating a more tailored search.
Additionally, use the Result Type radial button to select either the whole document or single clause search.
Select By Document Type
Select one or more document types to run a search. The selected document types display below the Doc Type list. In the Document Type text box begin typing the document type and then select from the auto-complete drop-down menu, or click Browse Full List and scroll through the list of document types and make the selection.
To remove a selection click the checkbox next to the document type in the Doc Type list or clicking the x next to the selected item.
To create a Favorite, click the Star iconnext 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
In the Transaction Type text box begin typing the transaction type and then select from the auto-complete drop-down menu, or click Browse Full List and scroll through the list of transaction types and make the selection.
Select one or more transaction types over which to run a search. Any selected transaction types displays 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 iconnext to the transaction type in the Full List drop-down menu.
Search for Specific Clauses
From the Result Type filter, select either Whole Documents to search for whole precedent documents, or Single Clauses to search for specific clauses within a document.
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 using Boolean search terms.
Search By SIC Industry
In the SIC INDUSTRY text box begin typing the Industry or Standard Industrial Classification (“SIC”) code number of the classification and then select from the auto-complete drop-down menu, or click Browse Full List and scroll through the list of SIC Industries and make the selection. Select one or more industry types to run 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 the Selected list below the SIC Industry list.
To create a Favorite, click the Star iconnext to the SIC Industry type in the Full List drop-down menu.
Search By Governing Law
Begin to type the name of the jurisdiction in the text box and select the jurisdiction from the auto-complete drop down menu. Select one or more jurisdictions from the auto-complete field. Any selected jurisdictions display below the Governing Law search box. Remove a selection by clicking the x next to Selected.
Search By Filing Date
Click the Filing Date dropdown menu, select the desired date range. The menu defaults to Any (all dates are included). The Filing Date menu has the following options:
- Single Date - Enter a single date
- Date Range - Enter a To and From date
- Last 7 Days
- Last 30 Days
- Last 12 Months
- Last 5 Years
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
In the Parties text box, enter the party’s name. Click the + button to additional search parameters. 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
From the Law Firms box, enter the name of a law firm that worked on the transaction or document and click the + to additional search parameters. 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 for Step-by-Step Guidance and subject-specific Resource lists for drafting guides, sample forms, timelines, checklists, comparison surveys, overviews and other practical guidance dealing with corporate transactions, corporate governance and corporate compliance.
Practical Guidance is available for: Capital Markets, Public Mergers & Acquisitions, Private Mergers & Acquisitions, Private Equity, Finance, and Governance.
How to Access Corporate & Transactional Practical Guidance
- From the Browse All Content menu select Corporate & Transactional and then click Practical Guidance.
- The Practical Guidance page displays. Click a link to display