Mergers and Acquisitions Advisory Editing and Proofreading Services

A deal is agreed in a room and then written down by people who were not in it. Between heads of terms and completion, the commercial understanding is converted into warranties, disclosures, adjustments and conditions — and every misunderstanding that survives the drafting becomes a claim, a price adjustment or a two-year argument. Most post-completion disputes are not about bad faith. They are about a sentence that two well-informed people read differently.

We edit what M&A advisers, corporate finance houses and deal teams produce — information memoranda and teasers, management presentations and Q&A packs, heads of terms and non-binding offers, due diligence request lists and findings reports, disclosure letters and disclosure bundles indexes, completion accounts and adjustment mechanics explanations, earn-out definitions and worked examples, integration plans and day-one communications, board papers recommending a transaction, vendor due diligence reports, synergy cases and value bridges, and post-completion review documents. Our editors work on the documents where imprecision costs money.

The disclosure letter is the document that decides who bears which risk, and it fails through vagueness far more often than through omission. A warranty is an absolute statement; a disclosure qualifies it; and a disclosure written as "the buyer is aware of ongoing discussions with HMRC" leaves everything open — aware of what, discussions about what, exposure of what size. We work through these so each disclosure names the warranty it qualifies rather than floating free in a general section; so the facts disclosed are specific enough to be capable of being relied on, with amounts, dates, counterparties and status stated; so general disclosures deemed made against all warranties are listed rather than gestured at, since a sweep-up clause referring to everything in the data room is the phrase most likely to be litigated; so the distinction between fair disclosure and mere reference is respected in the drafting, given that a document buried in a folder is not a disclosure of what is inside it; and so the letter's defined terms match the agreement exactly, because a definition that drifts between the two documents is a gift to whichever side later needs it. Precision here is the cheapest insurance in the transaction.

Everything you send is treated in confidence, including deal documents, party names and commercially sensitive information. We are editors rather than corporate finance or legal advisers, and we offer no view on deal terms, warranties, disclosures or valuation. What we can do is make each sentence say one thing to both sides.