Building a Better Transaction

If the corporate transaction workflow were designed from scratch today, what would it look like?

This is the question that drives all of our work at Walton.

What follows is a foundational component of our answer.

Something is Broken

Every corporate transaction is structured around a set of material terms. A venture financing might have 30. A complex M&A deal might have 80. They're what the parties actually negotiate, and in a well-designed system, every document, schedule, model, and checklist would be downstream of them.

In practice, however, that relationship is difficult to maintain. Two related problems get in the way.

First, translating the current state of the deal terms into all of the deliverables takes an enormous amount of time. If the indemnification cap changes in a 200-page merger agreement, an associate has to find the right provision, update it correctly, and make sure the change is reflected throughout the other transaction documents. Repeat that process across dozens of terms, each of which might change multiple times, and the burden compounds quickly.

Second, the terms themselves are scattered across surfaces. The latest version of a term might be fully reflected in one draft, only partially reflected in another, mentioned in an email, or discussed on a call. This makes the translation problem much worse, because updating the deliverables requires first figuring out where the term actually stands.

Deals take weeks and months to close because so much of the work is mechanical reconciliation rather than substantive negotiation. Legal fees scale with document length and revision count rather than with the difficulty of the underlying judgment calls. And errors are inevitable, because no human can perfectly propagate changing terms across hundreds of pages of interlocking documents.

Agents Need Help

Agents are getting increasingly good at producing documents and other deliverables. As a result, much of the manual translation work described above no longer needs to be done by hand. But there’s a reason most agentic drafting demos focus on NDAs and simple commercial contracts. They’re self contained documents with a small number of terms that fit cleanly into a prompt.

Corporate transactions present a very different challenge. Most importantly, agents need to understand the actual state of the deal, and fragmented terms make that much harder. That’s why agents often perform well on first drafts but become less reliable as the transaction progresses. At the outset, the inputs are limited and the deal state is relatively coherent. As negotiations unfold, terms change, exceptions get introduced, and the current state becomes harder to locate and interpret.

Enter the Terms Map

Walton's solution is the terms map. It's a structured representation of the transaction that holds every material term in one place. It makes every deal term explicit and becomes the single source of truth for both humans and agents.

Lawyers using Walton no longer need to piece the transaction together from drafts, emails, calls, and memory.

Walton agents use the terms map to generate the deal documents and all other deliverables. Those deliverables are stateless outputs. When a term changes, the agents simply regenerate them to reflect the new deal state. As a result, the agents can perform with the same level of accuracy whether they're producing the first draft or the tenth.

When both sides of a deal are on Walton, attorneys can negotiate directly on the terms map by proposing changes to the underlying terms. Each term becomes its own negotiation unit. For backwards compatibility, redlines and other external inputs can be uploaded and incorporated into the terms map at any time. And the full set of deal documents is always one agent call away.

What this Changes

The terms map lets lawyers and agents each focus on the work they do best. Lawyers spend more time on judgment, negotiation, strategy, and deal structuring. Agent outputs become far more reliable because they're grounded in a structured, authoritative view of the deal. Transactions on Walton move faster because the system no longer needs to reconstruct deal state from scattered artifacts.

The longer-term implications are even bigger. The transaction itself becomes a machine-legible object. Agents on both sides will eventually handle the full execution layer, with lawyers operating at the higher level of strategy and judgment. Transactions will close at software speed.

The terms map is how we get there.