Contractual Evolution:

M&A Deal Term Data (2000-2021)

Contractual Evolution

Forthcoming, University of Chicago Law Review (2022)

Matthew Jennejohn, Julian Nyarko & Eric Talley

April 2021

OVERVIEW

This site contains links to downloadable M&A contract term data used in our forthcoming article in the University of Chicago Law Review titled, “Contractual Evolution.” In order to facilitate replication and to catalyze and democratize future study of contract structure and development over time, we are pleased to make our raw texts and hand-coded data labels available on an open-source basis.

CONDITIONS FOR USE

If you or any researchers affiliated with you use any of these data sets in your own research, we will not charge you anything, nor will we demand to become co-authors (nor insist on some other super-irritating thing along those lines). Rather, we impose only four modest conditions, as follows:

  1. You agree that any working papers or publications using these data will acknowledge us as the source, citing our article. The tentative citation (subject to updating upon final publication) is as follows:

Matthew Jennejohn, Julian Nyarko, and Eric Talley, Contractual Evolution, 89 U. Chicago L. Rev. (forthcoming 2022) (available at SSRN: https://ssrn.com/abstract=3810214).

  1. You agree that any derivative data sets you produce using our data will also be open source (and available to the public) by the time of publication at the latest, and that you will call our attention to such data resources (and access protocols) so that we might include links to them on this site.

  2. You will make this data available only to members of your project research team. You will advise others who desire access of this site (www.jennejohnnyarkotalley.com) and ask them to download directly from this location.

  3. You will notify us promptly of any coding inconsistencies or errors that you discover in working with the data. No data set is perfect, but we strive to make ours as good as possible.


DOWNLOADABLE OPEN-SOURCE DATASETS

The compressed file that includes the data sets is password protected; we will email you the password upon completion of the form below, which includes confirmation that you (and others on your team who will work with the data) agree to the above terms. The codebook can be downloaded without submitting a form.

  1. A codebook (unencrypted) describing the data sets and variables: codebook.txt

  2. Compressed file with two datasets: mjt_data.zip

    • contract_text.json: Raw Texts of Definitive Merger Agreements — this file contains the URL and full text of the agreement scraped from EDGAR.

    • contract_data.csv: Data on contracts and labels used in “Contractual Evolution” — This file contains information about the content of the agreements, including provision labels and the text of individual provisions, such as MAE definitions and #MeToo clauses. At the time of this writing, due to restrictions contained in third-party user agreements, we are not permitted to make publicly available certain fields (such as proprietary Deal IDs, and information on reverse termination fees and top-ups) that are drawn from FactSet.


Acknowledgements

Many thanks to the reference librarians at BYU, Columbia, and Stanford law schools, as well as a host of research assistants, including Daniel Baldwin, Lindsay Combs Brewer, Jamie Brumberger, Tyese Burton, Ryan Catmull, Giuliana Cipollone, Eliza Crespo, Samuel Dampt, Sedinam Esiape, Athelisa Graham, Kai’anui Graham, Ben Hanks, Madisyn Klein, Joshua Lee, Tara Lee, Simon McHenry, Emily Park, Mackenzie Rasmusen, Tanner Schenewark, Ethan Schow, Adam Strong, Sarah Van Woerkom, Jessica Volmar, Ellen Huisch Welch, Natalie White, and Kyle Wilson.