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.
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.
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.