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MAUD: Legal Merger Agreement Understanding

Legal document understanding for merger agreements. Annotators identify key clauses in merger agreements and answer structured questions about deal terms (termination fees, representations, conditions, etc.). Based on the MAUD dataset of expert-annotated legal NLP for merger agreement understanding.

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Configuration Fileconfig.yaml

# MAUD: Legal Merger Agreement Understanding
# Based on Wang et al., EMNLP 2023
# Paper: https://aclanthology.org/2023.emnlp-main.1009/
# Dataset: https://github.com/TheAtticusProject/maud
#
# Task: Legal document understanding for merger agreements
# Annotators identify key clauses and answer structured questions
# about deal terms in M&A agreements.
#
# Two-step annotation:
# 1. Highlight the relevant clause span(s) answering the question
# 2. Select the structured answer category for the question
#
# Categories cover: Deal Protection, Conditions to Closing,
# Material Adverse Effect, Termination, Representations & Warranties

annotation_task_name: "MAUD: Legal Merger Agreement Understanding"
task_dir: "."

data_files:
  - sample-data.json
item_properties:
  id_key: "id"
  text_key: "text"

output_annotation_dir: "annotation_output/"
output_annotation_format: "json"

annotation_schemes:
  # Step 1: Identify relevant clause spans
  - annotation_type: span
    name: clause_span
    description: "Highlight the clause or provision that answers the question"
    labels:
      - "Deal Protection"
      - "Conditions to Closing"
      - "Material Adverse Effect"
      - "Termination"
      - "Representations & Warranties"
      - "Indemnification"
    label_colors:
      "Deal Protection": "#3b82f6"
      "Conditions to Closing": "#22c55e"
      "Material Adverse Effect": "#ef4444"
      "Termination": "#f97316"
      "Representations & Warranties": "#8b5cf6"
      "Indemnification": "#eab308"
    tooltips:
      "Deal Protection": "Provisions protecting the deal (no-shop, matching rights, break-up fees)"
      "Conditions to Closing": "Conditions that must be satisfied before closing (regulatory approval, shareholder vote)"
      "Material Adverse Effect": "Clauses defining or referencing material adverse effects/changes"
      "Termination": "Provisions related to termination rights, fees, or conditions"
      "Representations & Warranties": "Statements of fact about the company (financial, legal, operational)"
      "Indemnification": "Provisions for indemnification, liability, or damage recovery"
    allow_overlapping: false

  # Step 2: Structured answer to the legal question
  - annotation_type: radio
    name: answer
    description: "Based on the clause, select the answer to the question shown above"
    labels:
      - "Yes"
      - "No"
      - "Partial / Qualified"
      - "Not Addressed"
      - "Ambiguous"
    keyboard_shortcuts:
      "Yes": "y"
      "No": "n"
      "Partial / Qualified": "p"
      "Not Addressed": "a"
      "Ambiguous": "b"
    tooltips:
      "Yes": "The agreement clearly and fully addresses the question in the affirmative"
      "No": "The agreement clearly addresses the question in the negative"
      "Partial / Qualified": "The agreement addresses the question but with qualifications, exceptions, or limitations"
      "Not Addressed": "The agreement does not contain a provision addressing this question"
      "Ambiguous": "The language is unclear or could be interpreted in multiple ways"

html_layout: |
  <div style="margin-bottom: 10px; padding: 10px; background: #f0f4ff; border-radius: 6px;">
    <strong>Category:</strong> {{category}}<br/>
    <strong>Question:</strong> {{question}}
  </div>
  <div style="padding: 10px; border: 1px solid #ddd; border-radius: 6px; line-height: 1.8;">
    {{text}}
  </div>

allow_all_users: true
instances_per_annotator: 50
annotation_per_instance: 2
allow_skip: true
skip_reason_required: false

Sample Datasample-data.json

[
  {
    "id": "maud_001",
    "text": "Section 5.3 No Solicitation. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, the Company shall not, and shall cause its Subsidiaries and its and their respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives not to, directly or indirectly, (a) solicit, initiate, knowingly encourage or knowingly facilitate any Acquisition Proposal, (b) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, any Acquisition Proposal, or (c) enter into any letter of intent, agreement in principle, acquisition agreement, merger agreement or similar agreement relating to any Acquisition Proposal.",
    "question": "Does the agreement contain a no-shop provision that prohibits the target from soliciting competing acquisition proposals?",
    "category": "Deal Protection"
  },
  {
    "id": "maud_002",
    "text": "Section 7.1 Conditions to Each Party's Obligations. The respective obligation of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) Stockholder Approval. The Company Stockholder Approval shall have been obtained. (b) Regulatory Approvals. All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and all consents required under applicable Antitrust Laws shall have been obtained. (c) No Injunctions or Restraints. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order that is then in effect and that has the effect of making the Merger illegal or otherwise restraining or prohibiting consummation of the Merger.",
    "question": "Is shareholder approval required as a condition to closing?",
    "category": "Conditions to Closing"
  }
]

// ... and 8 more items

Get This Design

View on GitHub

Clone or download from the repository

Quick start:

git clone https://github.com/davidjurgens/potato-showcase.git
cd potato-showcase/text/domain-specific/maud-legal-merger-qa
potato start config.yaml

Details

Annotation Types

spanradio

Domain

NLPLegal

Use Cases

Legal Document UnderstandingClause IdentificationQuestion Answering

Tags

legalmerger-agreementclause-extractionmaudemnlp2023contract-analysis

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