When the founders of the Mergers & Acquisitions Committee first gathered four decades ago, M&A was very different. To mark the forty-year anniversary of the Business Law Section’s M&A Committee, Daniel Rosenberg, chair of the Committee’s Technology in M&A Subcommittee, surveys how technology has reshaped M&A, bringing us to the start of a new technology revolution arguably as significant as all previous ones combined.
Late 1980s
In the second half of the 1980s, M&A was largely analog. Drafting was migrating from typewriters to early word processors, enabling lawyers to produce longer, more complex agreements. Documents were assembled manually from precedents in physical binders. Communications were dominated by phone and fax. Fax machines accelerated document circulation, but document comparison involved reading documents aloud and redlining with pens and rulers. Data rooms were literally rooms with binders, disclosure exercises involved manual cross-referencing, and closings were compiled in physical binders.
1990s
Email’s widespread adoption sped up deals as drafts could be circulated more quickly. Microsoft Office became standard, and document comparison software emerged. The first generation of knowledge management took shape, with digital precedent banks and clause libraries enabling quicker assembly of tailored documents. While diligence remained largely physical, scanned documents on CD-ROMs began to appear. Mobile phones became ubiquitous, though closings still relied on wet-ink signatures and couriered signature pages.
Early 2000s
Virtual data rooms (“VDRs”) matured, allowing sellers to run auctions with multiple bidders reviewing in parallel. PDFs and scanning became routine, with documents digitized to facilitate parallel workstreams. Electronic filing emerged at registries and regulators, reducing timetables. Document management systems became core law firm infrastructure, with more sophisticated matter management and e-billing systems giving clients greater visibility on work in progress and spend. Closing checklists and signing agendas became formalized and maintained electronically. E-signatures started to appear but remained niche due to regulatory uncertainty, with closings still relying on wet-ink and courier packs.
2010s
The 2010s consolidated a shift to cloud-based collaboration, accelerated by air travel disruption from the 2010 Eyjafjallajökull ash cloud. VDRs added sophisticated Q&A modules, bulk uploads, and analytics. E-signatures moved mainstream with clearer legal frameworks, materially shortening closing timetables and enabling same-day closings across time zones.
Automation progressed from isolated scripts to repeatable workflows, with document assembly generating standard forms such as nondisclosure agreements (“NDAs”), resolutions, and ancillary agreements from user-friendly questionnaires.
Early artificial intelligence (“AI”) tools emerged, with contract-analysis platforms applying machine learning to identify key issues such as change-of-control triggers, consent requirements, and unusual terms across large document populations. While human review remained decisive, technology triaged and prioritized documents, allowing lawyers to focus on judgment calls.
Market-terms databases matured, providing aggregated data on key metrics. These enabled more evidence-based negotiation of market terms and accelerated drafting against playbooks. Security and privacy concerns intensified, with firms adopting multifactor authentication and stricter information barriers.
2020s
The pandemic accelerated remote execution. Entire sale processes—from management presentations to signings—were conducted virtually. Videoconferencing became standard for negotiations, while e-signatures and digital closing rooms became the default. Transaction management platforms emerged, integrating checklists, document repositories, and signature packets into single workspaces.
Generative AI has begun shaping drafting, issue-spotting, and knowledge retrieval, producing first-cut markups, board minutes, and diligence summaries while surfacing precedents and market language.
Due diligence has been profoundly transformed. VDRs, AI-assisted review, and collaboration spaces enable simultaneous review, with structured reporting aligned to risk categories allowing faster conversion of findings into actionable drafting. Drafting and negotiation increasingly exploit structured data and analytics, with clause-level benchmarking informing positions on key issues. Legal project management platforms have expanded, with e-signatures and digital closing rooms compressing signing timelines.
Increasing reliance on technology has introduced new risks—in particular, cybersecurity. Multifactor authentication, encryption, and intrusion detection are standard; and strong data governance and a focus on confidentiality are becoming increasingly important issues to win and retain client trust.
Technology has reshaped the M&A legal team. Legal project managers, technologists, and knowledge lawyers are now standard in larger practices. Associates and partners are expected to be fluent in VDR configuration, document automation, and analytics.
Clients expect transparency through dashboards and disciplined budgeting, but how technological efficiencies will impact billing remains a hotly discussed topic.
Looking Forward
The speed of technological change for M&A lawyers is faster than ever, with new technology improving at astonishing speed.
The model for advice-based professions such as law is changing, and, accordingly, looking ahead at the future of M&A is challenging. It is also a challenge because brave new technology is often launched to look and feel like the comfortable past—so, for example, early movies were filmed to look like stage plays, and even the ChatGPT interface bears a remarkable resemblance to a (now) old-school Google search screen. As Canadian philosopher Marshall McLuhan observed, “We look at the present through a rear-view mirror. We march backwards into the future.”
Generative AI will likely become more embedded in drafting assistants, guided review, and negotiation support, with outputs checked against curated precedent libraries. Systems will increasingly surface prior team experience from multiple sources, with AI assistance provided within core platforms such as Word and Outlook through pop-ups and in-line suggestions.
Our ABA Technology in M&A Subcommittee produces the Directory of M&A Technologies, and, while the number of point solutions in it grows, usage will likely focus on a smaller number of integrated platforms providing end-to-end deal life-cycle coverage. The winning technologies will combine integrated coverage with proprietary, curated knowledge—insight-based conclusions and nonpublic practice points that cannot be replicated.
These systems will, in part, level the playing field between larger and smaller firms. Smaller firms will leverage technology for work previously requiring large teams, while larger firms will use technology to compete on smaller deals. More legal work will migrate in-house, with clients using platforms (increasingly contract life-cycle management systems) deploying generative AI for automated draft review against playbooks.
Conclusion
The last four decades have seen huge changes in how M&A lawyers operate. We now require not just legal expertise but also technical fluency, underpinned by strong governance and a focus on confidentiality and client trust. Those who combine these elements are best placed to succeed in the exciting years ahead. Here’s to the next decade of deals, technology improvement, and the M&A Committee.
