M&A & Transactions

From the data room to signed.

Diligence is a volume problem with a deadline. Atherna ingests the entire data room, flags what departs from precedent, and carries the work through to definitive agreements and a clean closing checklist.

Atherna · Diligence workspace
Summarise the indemnity cap across all SPAs

Across the three executed SPAs, the seller’s aggregate indemnity is capped at 15% of considerationSPA §9.2, subject to a de minimis threshold of $50k per claimDisclosure §3.1. The cap is dis-applied for fraud and title warrantiesSide Letter cl. 7.

Drafted in your house style3 sourcesVerified
Trusted by serious legal teams
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The problem

Diligence does not scale with the deadline.

A data room can hold tens of thousands of documents and a closing date that does not move. Reviewers read until they run out of time, not until they run out of risk. Departures from precedent (an off-market indemnity, a missing consent, a change-of-control trap) hide in the contracts nobody reached. Tools that cap upload size force you to triage the room before you have read it. Atherna reads all of it.

What Atherna does here

Engineered for this practice.

Capabilities tuned to the matter in front of you, each grounded in source and reviewable line by line.

Diligence the whole data room

Ingest the entire room (contracts, financials, corporate records, in any format and any volume) and run diligence across all of it at once, not a sampled subset.

Check reps and warranties

Test the agreement against the disclosed facts and your precedent. Atherna flags unsupported reps, gaps in disclosure, and language that sits off-market, each tied to source.

Surface departures from precedent

Compare every key provision against your standards and prior deals. Indemnity caps, baskets, MAC definitions, and consents that deviate are flagged with the delta explained.

Build disclosure schedules

Assemble draft disclosure schedules from the data room, mapped to each representation, with the supporting document linked for every line.

Draft the definitive agreements

Produce first drafts of SPAs, APAs, and ancillaries in your house style, with defined terms consistent, cross-references intact, and positions grounded in the diligence record.

Run the closing checklist

Track conditions, consents, and deliverables to signing and closing, with status drawn from the documents themselves rather than a manual tracker.

What you ship

The deliverables, not the demo.

Concrete work product, in your house style, with an audit trail high-stakes matters require.

  • Full data-room diligence with risk-ranked findings
  • Reps and warranties review against disclosed facts
  • Departure-from-precedent reports on key provisions
  • Draft disclosure schedules mapped to each rep
  • First drafts of SPAs, APAs, and ancillary documents
  • Issues lists and diligence memos with source links
  • Signing and closing checklists, kept current
  • Post-closing covenant and consent tracking
A worked example

Eighteen thousand data-room documents reviewed, every off-market term flagged against your precedent, with the source clause one click away.

  • Whole data room ingested
  • Off-market terms flagged
  • Disclosure schedule drafted
  • Source clause on every finding
Atherna · Diligence workspace
Summarise the indemnity cap across all SPAs

Across the three executed SPAs, the seller’s aggregate indemnity is capped at 15% of considerationSPA §9.2, subject to a de minimis threshold of $50k per claimDisclosure §3.1. The cap is dis-applied for fraud and title warrantiesSide Letter cl. 7.

Drafted in your house style3 sourcesVerified
Proof & trust

Proven where it counts.

Used by partners across global transactional practices. Diligence that took a junior team a week is in front of you in hours, with citations you can verify and a data posture your counterparties' counsel will accept.

No limits

Unlimited ingestion with no context, upload, or format ceiling. Put the entire matter in and Atherna reasons across all of it.

Grounded in source

Every claim is tied to the document it came from and verifiable in one click. No unsourced assertions.

Bank-grade security

The first legal AI to clear a bank's ISG review, and hardened since. Your work is never retained or used for training.

M&A & Transactions

See Atherna on your matter.

Bring a real file. We will show you ingestion, drafting, and citations on the work you do every day, and the two ways to deploy: ready-made, or built on our harness with a dedicated engineering team.