The Playbook Paradox: Why 90% of M&A Lawyers Are Unprepared for AI

Every M&A lawyer knows this scene: It's 11 PM, you're reviewing a shareholders' agreement, and a junior associate pings you on Teams: "Should I flag this drag-along provision?" You pause your own work, context-switch to their document, and provide the same guidance you gave last month to another junior. And the month before that. And the year before that.

Sound familiar? You're not alone. But here's the thing: this knowledge transfer bottleneck isn't just inefficient. It's about to become a serious competitive disadvantage.

What Exactly Is a Legal Playbook?

Let's start with what a playbook isn't. It's not another checklist gathering dust in a shared drive. It's not a template that nobody updates. And it's definitely not that 200-page "best practices" manual from 2018 that everyone ignores.

A legal playbook, sometimes called a fact sheet, checklist, or review manual, is a living document that captures how your firm actually reviews specific document types. Think of it as the crystallized expertise of your best dealmakers, structured in a way that anyone can follow, including AI.

It's the difference between telling someone to "review for risks" versus giving them a structured approach to identify, evaluate, and address those risks consistently.

The Uncomfortable Truth About Current Practice

Roughly 90% of M&A practices operate without formal playbooks (estimation). The knowledge exists; it's just locked in partners' heads or scattered across deal data.

The big international firms? They've been building playbook libraries for years. They understand that standardized knowledge is scalable knowledge. But for everyone else, knowledge transfer still happens the old-fashioned way: through osmosis, repetition, and the occasional "learning experience".

This creates a fascinating dynamic. Senior lawyers spend countless hours teaching the same concepts. Juniors struggle with reviewing. And reporting is not always even consistent.

Why Playbooks Have Become Mission-Critical

Walk into any legal tech conference today and playbooks and workflows dominate the conversation. Why? Because AI is changing the game entirely.

The promise of AI isn't to replace legal judgment. It's to amplify it. But AI can only amplify what it understands.

Without playbooks, AI tools become sophisticated search engines. They can find earn-out provisions, sure. But do they know when the calculation method favors manipulation? Can they spot when warranty qualifiers differ between fundamental and business warranties? Do they see when a closing condition gives the buyer a free walk-away right?

The answer is: only if you teach them. And you teach them through playbooks.

Think of it this way. AI is like a brilliant but inexperienced associate with perfect recall and infinite capacity. Without proper guidance, this associate will either:

1. Flag everything as potentially important (creating noise)

2. Miss nuanced issues that matter (creating risk)

3. Apply inconsistent standards across matters (creating chaos)

But with well-structured playbooks? That same AI becomes a force multiplier.

The Path Forward (It's Simpler Than You Think)

The good news? Creating playbooks isn’t rocket science. It’s just making explicit what you’ve been doing in your head for years and turning it into a tool your whole team can use.

Start small. Pick your highest-volume document type. Gather your team around a whiteboard and ask:

• What are the non-negotiables we always look for?

• What issues kill deals if missed?

• What would we teach a junior on day one?

• Where do we typically compromise, and where do we stand firm?

Document these insights. Structure them. Test them on your next deal. Refine based on what works.

The beauty is that playbooks compound in value. Every matter handled with a playbook improves the playbook. Every lawyer trained with playbooks carries that systematic thinking forward. Every AI tool trained on your playbooks will review just like you.

What We're Doing About It

At Jurimesh, we're working with exceptional M&A lawyers to bridge this gap.

We help firms turn their past deal experience into living playbooks by analyzing due diligence reports, surfacing patterns, and providing tools to curate, update, and grow that knowledge into a system their teams actually use.

Ready to start building yours?