Adapt a step paper from a precedent

Project Alpha is a fund acquisition like the one the team did last year, and that deal's step paper is a good starting point: the same fund structure, the same financing, the same steps in the same order. What differs is the names, a co-investor who is not in this deal, and a different lender. JuristIQ imports the precedent as slides and adapts it page by page, asking you before it changes anything.

Two questions decide how it goes. How close is the precedent to this deal? If most pages would change, another precedent or a step paper built from scratch is the better start. And what do you have of this deal? The term sheet or the client's email lets JuristIQ read the deal against the template.

Before you upload a precedent from another client's deal, take that client's names out of it, or use the firm's anonymised version.

Import the precedent

1. Open the structure in the matter. The step paper import is offered in a matter's structures, not in a group's.

2. Drag the precedent onto the canvas as a PDF, or as one image per page. Drop the term sheet, an email or other deal documents with it if you have them.

3. In the Add to workspace dialog that opens, choose the Step paper tab. It lists the files you dropped, and the button at the bottom counts the pages: each page becomes one slide.

   

4. Under What is different in this deal? (optional), write what the precedent does not know: "Sigma Capital Fund III instead of Fund II, no co-investor, Omega Bank lends to BidCo." This is what JuristIQ adapts the pages to, together with any deal documents you added.

   

5. Click the Adapt template button (it shows the page count, for example Adapt template (8 pages)). Every page becomes a slide, imported in the background, and the JuristIQ panel opens and starts reading the pages as they land. A slide still being built shows its progress in the Slides pane.

   

Check the plan page by page

Before changing anything, JuristIQ proposes a plan: what happens to each page in this deal. The summary line counts how many pages are kept, adjusted and removed.

1. Check Names first. Each name in the precedent is matched to its counterpart in this deal; correct any that are wrong. Parties listed under Not in this deal (removed from every page) come off every slide; click the cross on a party's name to keep it in the deal.

2. Go through the pages with Next page and Back, or click a page in the list beside them. Click the thumbnail to see the slide on the canvas.

   

3. For each page, decide:

   The page in this deal	Choose
   The same step; only the names change	Keep it. If JuristIQ planned to adjust it, click Keep as is instead.
   The same step with a difference: another lender, a different percentage	Adjust this page, and say what should change, "Omega Bank is the lender; no mezzanine".
   A step this deal does not have: the co-investor's contribution	Remove page. Put page back undoes it.

   A page set to adjust needs an instruction before the plan can go ahead.

4. Read Still to fill in. Your material does not give these, so they stay as [•] on the slides for you to complete.

5. Read In the deal but not in the template. These are steps this deal needs that the precedent has no page for; add them yourself afterwards, or ask for a new plan.

If the card warns that most pages change, the precedent is probably the wrong starting point.

Let JuristIQ adapt the slides

1. Click Implement all. JuristIQ adapts the pages as planned and asks you before each change. To let it adapt every page without stopping, tick Do all pages without asking me first.

2. If the plan is wrong as a whole, click Ask for a new plan, say what should be different, and click Send. You can also ask it to start from the deal's documents instead of the precedent.

Finish the paper

1. Go through every slide against the term sheet. Fill in the [•] placeholders and add the steps that were in the deal but not in the template.

2. Link the entities that appear on several slides and correct any name that is still the precedent's; see change a name once across the whole step plan.

3. Rename the slides, add section dividers and update the table of contents as in build a step plan for a reorganisation.

Tips from practice

• Say what is different, not what is the same. The precedent already says what is the same. Three lines on what changes give a better plan than a page on the deal.
• Add the term sheet. With it, JuristIQ reads the deal against the template and lists what the deal has that the template does not.
• Look at every page before Implement all. The page list marks the pages you have not looked at yet; those follow the plan as shown.
• Keep the firm's precedents clean. A precedent without client names can be used on the next deal without a clean-up first.