Sample journey
M&A & due diligence
This is one generated journey, shown in full: the fifteen-week arc, and one learning day from it. Your own is built from a conversation about your work, so it comes out narrower than this.
The fifteen weeks
Foundations
01M&A Due Diligence: Legal ChecklistAnalyze a real due diligence checklist for legal risks in a tech acquisition.
- 02Term Sheets: Key Clauses
Compare term sheets from actual deals, focusing on exclusivity and confidentiality clauses.
- 03Warranties & Indemnities
Break down warranties from a pharmaceutical M&A deal and evaluate indemnity limits.
Deepening
04Commercial Due DiligenceAssess financial projections and customer concentration in a private equity target.
- 05Employment Due Diligence
Review employment contracts and retention risks in a manufacturing acquisition.
- 06IP Due Diligence: Patent Analysis
Examine a patent portfolio’s strength in a software acquisition due diligence.
- 07Regulatory Due Diligence
Map regulatory hurdles in a cross-border healthcare merger.
Application
08Data Room Review: Red FlagsIdentify gaps in a real data room for a distressed asset acquisition.
- 09Negotiating Term Sheets
Role-play restructuring a term sheet’s valuation and earn-out provisions.
- 10Warranty Negotiation Tactics
Draft and counter a seller’s warranty limitations in a deal scenario.
- 11Due Diligence Report Writing
Write a concise due diligence memo for a board presentation.
Mastery
12Complex Warranty StructuresAnalyze layered warranties in a multi-jurisdictional carve-out deal.
- 13Data Room Security Risks
Assess cybersecurity gaps in a virtual data room setup.
- 14Controversial Indemnity Claims
Debate liability caps in a post-merger dispute case study.
- 15Emerging Due Diligence Trends
Evaluate ESG due diligence in a renewable energy acquisition.
What a learning day asks of you
Every day is the same five exercises, in the same order. The content changes with your niche; the shape does not.
- Vocabulary — Meet the terms your field actually uses, each with a meaning and a real sentence.
- Fill in the gap — Put those terms back into their own sentences. It unlocks once the vocabulary exercise is done.
- Content lesson — Read a text from your field, then answer two rounds on it — true or false first, then open questions in your own words.
- Scenario — Write a response to a situation from your work. The register it demands comes from the situation, not from you.
- Role-play — Talk to a counterpart with their own agenda. You work toward a goal, and they push back.
One learning day
Five exercises, about fifteen minutes each, five days a week. Here is day one.
The reading
Legal risk analysis in tech M&A
Understanding Legal Risks in Tech M&A A tech startup’s acquisition by a larger firm can uncover hidden liabilities if due diligence overlooks key legal risks. Consider a 2022 case where a mid-sized SaaS company failed to disclose pending intellectual property disputes during negotiations—costing the acquirer $12 million in post-closing indemnifications. Legal risk analysis in tech M&A focuses on three critical areas: contractual liabilities, regulatory compliance, and IP ownership. Contractual risks often stem from customer agreements with auto-renewal clauses or unfavorable termination terms. For example, a cloud provider’s standard contract might require written notice for termination, creating exit barriers for the buyer.
10 terms from it
| Term | Meaning | In a sentence |
|---|---|---|
| indemnifications | These are payments made to rectify a loss or damage caused by a failure to fulfill contractual obligations or legal responsibilities. They often occur in legal disputes where one party must compensate the other for unforeseen liabilities. | Consider a 2022 case where a mid-sized SaaS company failed to disclose pending intellectual property disputes during negotiations—costing the acquirer $12 million in post-closing indemnifications. |
| contractual liabilities | These are legally binding commitments that parties must fulfill as outlined in a contract. Failure to meet these obligations can lead to disputes or financial penalties. | Legal risk analysis in tech M&A focuses on three critical areas: contractual liabilities, regulatory compliance, and IP ownership. |
| auto-renewal clauses | These are provisions in contracts that ensure the agreement continues unless explicitly terminated by one of the parties. They are common in subscription-based services and can create long-term commitments. | Contractual risks often stem from customer agreements with auto-renewal clauses or unfavorable termination terms. |
| exit barriers | These are factors that make it difficult or expensive for a party to terminate a contract or agreement. They can include financial penalties, contractual obligations, or operational dependencies. | For example, a cloud provider’s standard contract might require written notice for termination, creating exit barriers for the buyer. |
| IP inventory | This is a detailed catalog of all patents, trademarks, copyrights, and other intellectual assets that a company possesses. It is crucial for legal and financial assessments, especially in mergers and acquisitions. | The acquirer’s data room review missed this because the startup’s legal team hadn’t updated its IP inventory since its Series A funding round. |
| reps and warranties | These are formal declarations and promises made by the seller regarding the financial, legal, and operational state of the business being sold. They are critical for protecting the buyer from undisclosed risks. | We should push for a reps and warranties insurance policy—it covers breaches if the seller’s indemnity is insufficient. |
| indemnity | This is a promise to cover financial losses or damages that may arise from a breach of contract or legal dispute. It is often used in mergers and acquisitions to protect against unforeseen liabilities. | We should push for a reps and warranties insurance policy—it covers breaches if the seller’s indemnity is insufficient. |
| AGPL license | This is a type of software license that permits the use, modification, and distribution of source code, with the condition that any derivative works must also be distributed under the same license terms. | A 2023 deal between a fintech startup and a neobank collapsed after due diligence revealed the target had unknowingly used open-source code violating the AGPL license. |
| data room | This is a secure location, either online or in-person, where sensitive documents are shared between parties during a merger or acquisition. It allows potential buyers to review the information while maintaining confidentiality. | The acquirer’s data room review missed this because the startup’s legal team hadn’t updated its IP inventory since its Series A funding round. |
| post-closing indemnifications | These are payments made after the finalization of a deal to address any hidden risks or liabilities that were not disclosed during negotiations. They are a form of legal protection for the acquiring party. | Consider a 2022 case where a mid-sized SaaS company failed to disclose pending intellectual property disputes during negotiations—costing the acquirer $12 million in post-closing indemnifications. |
The same terms, as gaps
The second exercise puts them back into their own sentences.
- Consider a 2022 case where a mid-sized SaaS company failed to disclose pending intellectual property disputes during negotiations—costing the acquirer $12 million in post-closing .(Answer: indemnifications)
- Legal risk analysis in tech M&A focuses on three critical areas: , regulatory compliance, and IP ownership.(Answer: contractual liabilities)
- Contractual risks often stem from customer agreements with or unfavorable termination terms.(Answer: auto-renewal clauses)
The scenario
A private equity firm is evaluating a potential acquisition of a AI-powered logistics startup. The acquisition team is reviewing the target's data room and preparing responses to gaps in warranties and representations.
The role-play opens
Your counterpart
I’ve reviewed your email regarding the IP disputes, and regrettably, the target’s counsel has disclosed two additional patent claims. These are not minor—both involve core logistics algorithms. How do you propose we address this in the term sheet?
The conversation continues from here in the app, and your counterpart pushes back.
Questions
- How long is a M&A & due diligence journey?
- Fifteen weeks. It opens on “M&A Due Diligence: Legal Checklist” and ends on “Emerging Due Diligence Trends”. Five learning days a week, five exercises a day, about fifteen minutes each.
- Is this exactly my niche?
- This page shows one example. Your own journey is built from a conversation about your actual work, so it comes out narrower and more specific than the sample here.
- What about listening and speaking?
- The exercises are text today. Audio Mode, which reads a whole learning day aloud and takes spoken answers, is coming.
Start this journey
Every new account gets one full week of Voice, free. You will know by Friday whether this is for you.