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. These are what the parties actually negotiate, and in a well-designed system, every document, schedule, model, and checklist would be downstream of them.

In practice, transactions don't operate that way. 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 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. That makes the translation problem much worse, because updating the deliverables requires first figuring out where the term actually stands.

Agents Need Help

Agents are getting increasingly good at executing documents and other deliverables. As a result, much of the manual translation work described above no longer needs to be done by hand.

But agents still must determine what the attorney's intent actually is, and fragmented deal state makes that incredibly difficult. This is why agents often perform well on first drafts but lose reliability as the deal progresses. At the outset, the inputs are limited and the deal state is coherent. As negotiations unfold, terms change, and exceptions get introduced, the state becomes harder to locate and interpret.

Enter the Terms Map

Our solution is the terms map: a structured representation of the deal that holds every material term in one place. The terms map makes every deal term explicit and becomes the single source of truth.

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. These deliverables are stateless outputs. When a term changes, the agents simply regenerate the deliverables to reflect the new deal state.

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. Of course, redlines and other external inputs can be uploaded and incorporated into the terms map at any time.

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 are grounded in a structured, authoritative view of the deal. Transactions on Walton move faster because the system no longer has 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.