The history of humankind has been marked by technological ruptures that have shaped the way we live, think, and organize ourselves. From the invention of writing to the industrial revolution, and then to network digitalization, each stage represented not only a technical advancement but a change in the very logic of institutions. Artificial intelligence and other innovations have left the realm of promise and have become part of daily life, crossing borders and reaching every sphere of economic and social activity.

Although these effects radiate across the law as a whole, the purpose of this article is to assess how law firms have incorporated technology in the context of M&A transactions, identifying what already works in practice, where the concrete benefits lie, and which risks still require vigilance.

This choice stems not only from the recurrently transnational and highly complex nature of such transactions, but also from the significant growth of this market, which has become one of the fields in which the incorporation of technological and AI solutions is most visible and at the same time most challenging. It is not a distant observation from the market, but a view of how legal practice is reorganizing to deal with the growing presence of these tools throughout the transaction cycle.

One of the first issues to address is confidentiality and transparency, even at the stage of engaging law firms to structure this type of transaction. There is a perception that the use of technology, especially tools supported by artificial intelligence, is in itself insecure and will inevitably lead to data breaches. This idea, often repeated as if it were an absolute truth, is largely a myth. The risks exist, but they can be mitigated by practical governance measures. Some examples that already have the power to bring greater security to legal activities are presented below.

First, law firms that adopt technology in their workflows should make clear in their General Business terms that they use automated tools and, in particular, artificial intelligence, for the performance of certain legal work. This measure by itself already adds a layer of trust and transparency with the client.

It is also of utmost importance to establish internal information security policies and to provide for containment plans for possible incidents, while observing the guidelines of the main data protection regulations in force. Internal training of professionals, with the aim of ensuring proper digital literacy for the use of these tools, has also proved to be a differentiating factor.

In addition, the use of enterprise versions of tools, with robust encryption, access logs, and contractual guarantees of non-use of data for model training, further strengthens protection. In this context, the technological maturity of firms also translates into building internal capabilities. It is equally relevant that firms properly program the assistants they use, customizing them according to their workflow, compliance requirements, and team drafting style, often with the support of information technology companies or, where more convenient, by contracting ready-made legal solutions that already observe security and governance standards. This preventive posture conveys to the client the assurance that technological efficiency does not compromise confidentiality.

Moving on to the execution of the legal work, technology is already present from the earliest moments of an M&A transaction. Even before drafting any document, it is common for the parties to meet to discuss the framework of the transaction and align expectations regarding the subject matter, the economic conditions, and the obligations that will be reflected in the formal instruments. In these meetings, the use of recording and automatic transcription tools can bring gains in precision and recordkeeping, allowing lawyers to have a more organized basis for the strategic information that will guide the preliminary contracts.

This resource, however, cannot be used without caution, and mitigation measures must again be observed to avoid the leakage of sensitive data, precisely because the sensitivity of the information shared at this stage requires the same level of confidentiality expected in contract drafting. It is no coincidence that many companies only authorize the use of such tools after strict compliance validation or simply prohibit them, fearing leaks or misuse of data for algorithm training.

Once the initial phase of data collection and strategic parameters has been completed, the drafting of preliminary agreements begins. In M&A transactions, it is common to use instruments such as term sheets, letters of intent, and memorandums of understanding. At this point it is possible to rely on automated templates or programmed assistants to structure the initial version of the document, organizing the premises of the transaction and integrating the elements discussed in meetings with the client.

The draft resulting from this process, although faster to produce, must necessarily undergo the lawyer’s critical review, who should examine each clause and adjust the wording to reflect the specific terms of the negotiation, ensuring that no strategic aspect is omitted. The time savings are significant because automation handles structure and formal standardization, while the professional’s interpretive work focuses on what truly matters, namely risk calibration, the adaptation of clauses to the peculiarities of the business, and the anticipation of potential friction points.

Advancing a little further, due diligence is perhaps the territory where the gains and limits of technology appear most clearly. On the one hand, document analysis systems allow large volumes of contracts to be processed in a short time. On the other hand, critical reading remains irreplaceable.

Data room platforms already use AI to classify documents, conduct semantic searches, and even automate sensitive drafting. Today it is already possible to use tools to quickly locate clauses that, in M&A transactions, directly affect the valuation of the target and the determination of the purchase price. By way of example, some clauses are recurrently identified, such as acceleration in banking contracts upon change of corporate control, exclusivity provisions that prevent short-term synergies, non-compete undertakings with disproportionate periods, call and put options capable of compromising future governance, and confidentiality obligations that condition data integration. Technology helps to map these provisions more quickly and in a more organized manner, greatly facilitating the lawyer’s work in preparing the report and the risk assessment.

The same reasoning applies to the analysis of litigation contingencies, one of the most sensitive stages of due diligence. Software that applies jurimetrics can statistically estimate the probability of success or loss in pending actions. Such reports are useful as support because they help structure databases and identify patterns, but at least for now they cannot be considered completely sufficient to ground financial decisions in a transaction. What truly defines the legal and economic consequence of a dispute is the analysis of the merits, the evidentiary strength of the record, and the posture of the relevant courts. It is precisely the legal evaluation that determines in practice whether the parties should negotiate a price discount, withhold installments, establish escrow accounts, or require documentary reinforcement as a condition for signing the definitive agreements.

Practical experience shows that the true value of technology lies in allowing the lawyer to devote less time to mechanical tasks and more energy to strategic analysis. It is thus evident that AI tools that organize risk reports, classify documents in different languages, and even suggest automated drafting are valuable in this type of procedure.

The transition to the Share Purchase Agreement and ancillary contracts represents a new balance point between tool and method. If in the preliminary phases technology already brings gains in speed and organization, here it begins to influence directly the way the core documents of the transaction are drafted and negotiated. There is no doubt that there is a real gain in generating preliminary versions and in automated comparison of drafts, especially in the case of long contracts with multiple annexes and recurring clauses. The use of legal copilots allows versions to be aligned more quickly, differences between drafts to be highlighted in seconds, and proposed wording to be suggested based on precedent banks. Even so, the nature of these clauses prevents talk of full automation.

The calibration of precedent conditions, the design of earn-out mechanisms, the drafting of representations and warranties, purchase price adjustment provisions, and material adverse change criteria, among other points, cannot be reduced to static formulas. A detail that a system treats as interchangeable may, in the concrete context of the deal and the jurisdiction in which it will be performed, prove costly if not read with the required depth. An earn-out period that appears mathematically neutral in a model may distort the economic balance of the transaction in light of a specific production cycle or the seasonality of the sector. A representation of regulatory compliance drafted on the basis of boilerplate language may leave out a sensitive aspect of a given jurisdiction, exposing the buyer to unexpected risks.

For this reason, even when the initial draft is produced with technological assistance, the final review must be conducted with the attention of someone who identifies the hidden exception, the collateral consequence, and the stitching necessary to keep the contractual pieces coherent. The risk of a poorly drafted clause or a relevant omission is disproportionate in transactions of this magnitude. In a context in which billions are at stake, no machine can replace human interpretation that considers the parties’ interests, regulatory limits, and the practical impacts of the chosen wording.

The use of solutions for monitoring post-closing obligations has also assumed a relevant role in the practice of law firms. Internal management tools can structure the follow-up of contractual clauses such as reporting deadlines, financial covenants, regulatory obligations, and non-compete commitments. Workflow systems can be programmed to assign tasks, issue automatic alerts, and organize workstreams, reducing failures, facilitating management, and bringing greater predictability.

Another point of interest that deserves mention is a phenomenon which, although still at a stage of consolidation, already presents itself as a vector of innovation for all types of legal relationships and not only for M&A transactions. We are referring to the resolution of disputes by digital means.

It is now possible to identify Online Dispute Resolution platforms that offer the possibility of resolving disputes entirely in a virtual environment through assisted negotiation, mediation, or even automated decisions in lower-complexity cases. In the field of M&A transactions, the use of such platforms may be considered, for example, for post-closing divergences involving earn-out clauses, indemnifications arising from breaches of representations and warranties, or breaches of ancillary obligations.

The appeal lies in speed and cost reduction, but there are relevant questions such as which jurisdiction would recognize these decisions, which authority would have competence to review or set aside the result, how to ensure procedural balance between the parties, and how to avoid bias in decisions produced by automated tools. These are issues that still lack consolidated answers, but that are already on the near horizon of transactions.

All these practices are aligned with a regulatory environment undergoing profound change. The European AI Act, in force since 2024, inaugurates a progressive regime of prohibitions and obligations for systems classified as high risk, requiring that operations supported by technology be anchored in solid compliance mechanisms. The NIST AI Risk Management Framework, complemented by the profile aimed at generative models, provides technical parameters for risk management, while ISO/IEC 42001 sets international governance standards for artificial intelligence systems. Alongside these normative instruments, there are soft law initiatives such as the UNIDROIT Principles of International Commercial Contracts and the UNIDROIT Principles on Digital Assets and Private Law, which can be adapted to strengthen technological audit clauses and responsibility obligations in cross-border contracts.

This normative backdrop reinforces what practice already shows. Artificial intelligence is transforming M&A transactions, but efficiency only turns into value when accompanied by robust governance and the lawyer’s critical supervision.

Finally, it is essential to note that despite advances, the technological ecosystem described remains fragmented. There are effective tools for contract drafting, others quite useful for document review in due diligence, and still others aimed at task management and monitoring of obligations. None, however, manages to cover in an integrated manner all stages of an M&A transaction with the depth required by legal work. The result is that law firms need to combine different applications, often from different providers, which requires organization, discipline, and additional care with data governance.

In this scenario, investment decisions become decisive. Large firms are able to absorb more sophisticated solutions because they have the budget for premium platform licensing and teams dedicated to adapting these technologies to their workflows. Medium and small firms, on the other hand, face cost and adaptation barriers, which limit access and reinforce competitive inequality. More complete and integrated platforms will certainly emerge soon, but the question that matters remains unanswered, namely whether these solutions will be available to all firms or whether they will consolidate as a privilege of a few players capable of investing heavily in technology.

The future will tell whether legal technology will become a vector for the democratization of efficiency or whether it will turn into yet another driver of market concentration. In the meantime, the sound path remains one of prudent and progressive use.

We may once again find ourselves at the threshold of a historical rupture:
If writing reinvented memory, the printing press democratized knowledge, and the digital revolution dissolved borders, artificial intelligence is now reshaping the very contours of legal rationality. There is no defined script. Upcoming M&A transactions may unveil both the promise of radical efficiency and the perils of blind trust in systems we do not yet fully understand.
Between algorithms and clauses, between speed and caution, one question remains:
will we shape the tools, or will we allow them to shape us?

REFERENCES

AMERICAN BAR ASSOCIATION. Formal Opinion 512: Lawyers’ Use of Generative AI. July 29, 2024. Available at: https://www.americanbar.org/news/abanews/aba-news-archives/2024/07/aba-issues-first-ethics-guidance-ai-tools/. Accessed: Sept. 6, 2025.

BAIN & COMPANY. Generative AI in M&A: You’re Not Behind—Yet. Feb. 4, 2025. Available at: https://www.bain.com/insights/generative-ai-m-and-a-report-2025/. Accessed: Sept. 6, 2025.

BUSINESS INSIDER. How AI was used in this $1.5 billion M&A deal (Kraken–NinjaTrader). 2025. Available at: https://www.businessinsider.com/how-ai-was-used-kraken-ninjatrader-acquisition-2025-4. Accessed: Sept. 6, 2025.

EUROPEAN COMMISSION. AI Act – Application timeline. Aug. 1, 2024. Available at: https://digital-strategy.ec.europa.eu/en/policies/regulatory-framework-ai. Accessed: Sept. 6, 2025.

EUROPEAN UNION. Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence (Artificial Intelligence Act). Official Journal of the European Union, 12 July 2024. Available at: https://eur-lex.europa.eu/eli/reg/2024/1689/oj/eng. Accessed: Sept. 1, 2025.

FINANCIAL TIMES. AI agents still need a human in the mix for legal tasks. 2025. Available at: https://www.ft.com/content/05e6e97e-26e7-4dab-b035-793c1a0f0ed8. Accessed: Sept. 6, 2025.

FLORIDI, Luciano. The Fourth Revolution: How the Infosphere Is Reshaping Human Reality. Oxford: Oxford University Press, 2014. Available at: https://www.oii.ox.ac.uk/research/publications/the-fourth-revolution/. Accessed: Sept. 1, 2025.

GENERAL COURT OF THE EUROPEAN UNION. T-553/23, Latombe v Commission (decision concerning the EU–US Data Privacy Framework). Sept. 3, 2025. Coverage: REUTERS. Available at: https://www.reuters.com/sustainability/boards-policy-regulation/eu-court-backs-latest-data-transfer-deal-agreed-by-us-eu-2025-09-03/. Accessed: Sept. 6, 2025.

HARARI, Yuval Noah. Nexus: A Brief History of Information Networks from the Stone Age to AI. New York: Random House, 2024.

INTERNATIONAL ORGANIZATION FOR STANDARDIZATION; INTERNATIONAL ELECTROTECHNICAL COMMISSION. ISO/IEC 42001:2023 — Artificial intelligence management system — Requirements. Geneva: ISO/IEC, 2023. Available at: https://www.iso.org/standard/42001. Accessed: Sept. 6, 2025.

KATSH, Ethan; RABINOVICH-EINY, Orna. Digital Justice: Technology and the Internet of Disputes. Oxford: Oxford University Press, 2017. Available at: https://global.oup.com/academic/product/digital-justice-9780190464597. Accessed: Sept. 6, 2025.

LEE, Kai-Fu; CHEN, Qiufan. AI 2041: Ten Visions for Our Future. New York: Crown/Random House, 2021. Revised ed.: 2024.

NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST). AI Risk Management Framework 1.0 (NIST AI 100-1). Gaithersburg, MD: NIST, 2023. Available at: https://nvlpubs.nist.gov/nistpubs/ai/nist.ai.100-1.pdf. Accessed: Sept. 6, 2025.

NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST). Generative AI Profile (NIST AI 600-1). Gaithersburg, MD: NIST, 2024. Available at: https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.600-1.pdf. Accessed: Sept. 6, 2025.

REUTERS. Legal AI startup Eudia opens law firm under Arizona program. Sept. 3, 2025. Available at: https://www.reuters.com/legal/legalindustry/legal-ai-startup-eudia-opens-law-firm-under-arizona-program-2025-09-03/. Accessed: Sept. 6, 2025.

UNIDROIT. UNIDROIT Principles of International Commercial Contracts (PICC) 2016. Rome: UNIDROIT, 2016. Available at: https://www.unidroit.org/wp-content/uploads/2021/06/Unidroit-Principles-2016-English-bl.pdf. Accessed: Sept. 6, 2025.

UNIDROIT. Principles on Digital Assets and Private Law. Rome: UNIDROIT, 2023. Available at: https://www.unidroit.org/work-in-progress/digital-assets-and-private-law/. Accessed: Sept. 6, 2025.

UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW (UNCITRAL). Technical Notes on Online Dispute Resolution. New York: United Nations, 2017. Available at: https://uncitral.un.org/en/texts/odr/technotes/odr_technotes. Accessed: Sept. 9, 2025.

Shareholders’ Agreement: An Essential Instrument for Legal Security in Business Relationships

In contemporary business corporations, characterized by dynamic organizational structures and increasingly volatile economic environments, internal governance has gone from being a merely operational issue to becoming an essential pillar of business sustainability and longevity. In this context, the shareholders’ agreement has established itself as one of the most relevant instruments for regulating relationships between shareholders, functioning as a mechanism for conflict prevention, strategic alignment, and preserving corporate stability.

More than a contractual appendix, the shareholders’ agreement is a concrete expression of the private autonomy recognized by the legal system, allowing shareholders to establish, in a binding manner, the rules that will govern their coexistence and participation in the company, in aspects often not provided for—or insufficiently regulated—in the articles of association or bylaws. Its adoption represents a qualitative advance in corporate governance, as it provides predictability in decisions and legal certainty in transitions.

What is a Shareholders’ Agreement?

A shareholders’ agreement is a contractual instrument signed between the partners of limited liability companies or, in the case of corporations, by the shareholders, with the purpose of regulating aspects of the corporate relationship that go beyond what is provided for in the articles of association or bylaws. Expressly provided for in Article 118 of the Corporations Law (Law No. 6,404/76), it is widely accepted and applicable to limited liability companies, by analogy and due to the autonomy of contractual will recognized by the Civil Code.

Applications and Scope

The clauses of a shareholders’ agreement can be quite varied and cover virtually any matter of interest to the partners. Examples include:

Voting and veto rights in corporate resolutions;
Formation of controlling blocks or protection of minority shareholders;
Profit distribution policies;
Procedures for partner entry and exit (tag-along, drag-along, shotgun clauses, among others);
Rules for succession or partial dissolution of the company;
Confidentiality and non-competition obligations; and
Strategic guidelines and ethical principles of the company.
Importance for Corporate Governance

The shareholders’ agreement is a powerful tool for ensuring effective corporate governance, as it allows for clear and binding regulation of how the company’s strategic and operational decisions will be made. It protects the company from future conflicts and ensures that the rules for resolving them are established with the knowledge of all partners.

Therefore, it directly contributes to:

Reducing corporate disputes;
Management stability;
Protection against abuse of power;
Institutional strengthening of the company. Legal Security in Corporate Relations

In times of instability, such as the departure of a partner, disagreements over profit distribution, or the sale of shares, a solid agreement allows for the resolution of disputes without the need for lengthy and costly legal proceedings. It can even be a prerequisite for investments or credit concessions, ensuring that the company has well-established governance rules that will ensure its continued existence.

Technical Basis: Private Autonomy and Corporate Relations Discipline

From a doctrinal perspective, the shareholders’ agreement falls within the context of the private discipline of economic activity, guided by the principles of autonomy of will and equality among individuals. As Fábio Ulhoa Coelho teaches, the legal system recognizes partners’ relative ability to self-regulate their interests, as long as the limits established by the current legal order are respected.

In this sense, the shareholders’ agreement represents a legitimate manifestation of private autonomy, serving as a contractual tool for structuring the company’s internal governance according to the specificities of the business and the peculiarities of the relationship between the partners. The regulation of these relationships should seek to equalize the conditions between those involved, allowing for the settlement of interests, often asymmetrical, in a proportional and legally effective manner.

Furthermore, when dealing with contractual relationships between individuals, legal dogma aims to create conditions for resolving conflicts with minimal social disruption. The shareholders’ agreement fulfills precisely this role, anticipating potential disagreements and establishing objective and secure criteria for conducting business activities, avoiding litigation and strengthening trust in the business environment.

Advantages of Confidentiality: Non-Publication of the Agreement

A relevant feature of the shareholders’ agreement is that, unlike the articles of association or bylaws, it does not need to be filed with the Board of Directors.

Due Diligence is a term used to describe the process of analysis, and a thorough investigation, carried out with the purpose to identify and assess the risks involved in the operation.

In the context of real estate, Due Diligence refers to a set of procedures to be conducted by an attorney to review and advise their client about the possible risk, legal, document, financial, and related to the real estate transaction, ensuring the highest security, and a basis for decision-making.

In a real estate transaction, whether it is for the rental or sale of real estate, it is essential that all parties involved are aware about the situation and legal and / or financial) of each other. For this reason, it is essential to verify if the part has a stock of the proceedings in his name, has a history of bad debts, or if it actually has the ownership right of the property the subject of negotiation. In many cases, it is necessary to contact the municipal organizations in order to obtain this information in an accurate and up to date, the procedure can be conducted safely and efficiently under the guidance of an attorney who specializes in this sort of thing.

These factors are crucial for the assessment of the transaction and its legal certainty and clarity, and it can be influenced, even at the price of the deal.

It is essential, therefore, to obtain detailed information about the property and its owners. This is because, for example, in the event that the seller has actual knowledge of a court order determining the payment of the debt, or the distribution of your assets, your property, even after it’s sold, you may be subject to further legal actions. The purchaser, therefore, you run the risk of getting a fine, which, in this or next years, then you will be able to be claimed in court for a discharge of this debt, is committed to the security and the validity of the transaction.

In such cases, it is not uncommon for judges to understand that you, the buyer, to have all of the information about real property through a Due Diligence process, it also acts as a facilitator of the seller in the commission of fraud against the creditors. In addition to losing the property purchased, the purchaser is still seen to be involved in a fraudulent practice, which can lead to legal consequences.

As I have said, the Due Diligence should be carried out by considering both of the parties involved, as well as the property. How much to real estate, the most important data to determine whether they refer to the obligation “propter rem”, that is, those associated with the well, and not to their respective owners, and remain attached to the property, even after the return of the property.

A classic example of this type of debt is the PROPERTY Tax and Urban land), which remains bound to the property, and it can be charged to the purchaser after the completion of the purchase, if they are not dealt with well in advance.

In practical terms, these liabilities could present a significant obstacle for your business, thereby threatening the financial viability of the operation and, in some cases, even to the end of the continuation of the business if the new owner will be held liable for the debts prior to purchase.

In the context of a lease to a commercial, it is essential for the entrepreneur, check to see if the real property is not subject to restrictions, and in compliance with the urban planning for the city. This analysis is critical in order to ensure that the intended use by the tenant is legally permissible to do so, thus ensuring that the business activity you want to be carried on in a regular manner, securely, and in accordance with the legislation in force.

For the safety and recovery of the investment in a real estate transaction is carried out through a Due Diligence process that is rigorous and well-conducted. This is the detailed process of testing and verification of the documents, the legal and the financial do not just and protects the buyer against any possible hidden liabilities, but also providing greater transparency and trust to the transaction.

Allanis da Silva Dourado – Graduate degree in Law from Pontifícia Universidade Católica de Campinas (PUC-Campinas) – she is the Author of the Articles, Paralegal have Associated with it.

Anna Paula freely and responsibly on Pine, a Lawyer with a degree in law, with a focus on civil law, from the University Presbyterian Mackenzie (2021), and which is registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2021). A post-graduate in Business Law from the Pontifical Catholic University of Rio Grande do Sul (PUC-RS). She is the author of the articles. A member of the State committee of the Business Law of the FEDERAMINAS. A lawyer for the Department, the Advisory does have Associated with it.

References:

GODO, F., Luiz. for The audit of the documentation of registration of real estate. São Paulo, the executive director, 2024. Available in:on The audit of the documentation of registration of real estate – executive director.pdf. available at: [accessed 13 jan. The year 2025.AIRES, Henrique Martins, Gontijo. The real Estate development and Challenges in the acquisition of land and the registration of the units, built-in. Goiás: a Repository of Academic Degree (SAR), 2024. Available in: real ESTATE development Challenges in the acquisition of land and the registration of the units built-in