How to Track a Legal-Proceedings Closing Condition

How to track a legal-proceedings closing condition is a stand-alone no-proceedings walk-right ledger from signing through close or walk, not an MAE closing-condition tab and not a target legal-opinion deliverable. For each signed deal, log whether a stand-alone condition that no legal proceedings challenge the transaction is present or silent, whether it is limited to governmental proceedings only or reaches any legal proceedings, whether the deal is simultaneous or deferred, how it overlaps with mae-closing-condition-tracking, how it overlaps with specific-performance-tracking, how it overlaps with mae-definition-tracking, and status. Raziel's MAE closing condition tracking page is the stand-alone no-MAE walk. This page is the legal-proceedings closing condition.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the no-legal-proceedings closing condition from the PDF. Do not invent a 2025 Goulston or Business Law Today December percentage when those free recaps do not print one, do not treat the Business Law Today October 2025 sneak peek as a finalized Study figure, and do not invent a subset percentage for governmental-only.

What this ledger is (and is not)

A legal-proceedings closing condition is a stand-alone closing condition that no legal proceedings challenging the transaction are pending (or a close variant), giving the buyer a walk right tied to deal-challenge litigation rather than to MAE. ABA Business Law Today, To Be Released Soon: The ABA's 2025 Private Target Mergers and Acquisitions Deal Points Study, October 6, 2025, prints a sneak peek: "Stand-alone conditions to closing related to legal proceedings challenging the transaction dropped down from 46 percent in the 2023 version of the Study to 35 percent in this iteration of the Study. In that subset of deals where this condition was included, it is now more likely to be limited to governmental proceedings only (as opposed to any legal proceedings)." The same page says the process was still ongoing and "these data points may not be final." Bass, Berry and Sims (October 21, 2025) reprints the drop from 46% to 35% (Study co-chair Tatjana Paterno). Label 35% as a Business Law Today October 2025 sneak peek / Bass Berry preview. Do not invent a subset percentage for the governmental-only limb. Goulston's 2025 overview (May 6, 2026) and Business Law Today / K&L Gates (December 16, 2025) do not reprint a 2025 legal-proceedings-closing-condition percentage. Do not treat 35% as a Goulston or BLT-December print, and do not invent a 2025 finalized figure. The ABA 2025 US sample frame (K&L / BLT) is 139 agreements, $25M to $900M, 42 simultaneous / 97 deferred. The 2023 sample is 108 agreements, $30M to $750M, 26 simultaneous / 82 deferred. Those are study snapshots. Your closing-conditions article controls.

This ledger is not mae-closing-condition-tracking (MAE as a closing condition), not specific-performance-tracking (the specific-performance clause), and not mae-definition-tracking (how MAE is defined). A no-proceedings condition is a different book than a target counsel opinion letter. Keep target-legal-opinion-tracking on its own page.

Seven columns on one row

Open one row per signed deal. Attach the closing-conditions article and pointers to the MAE closing-condition, specific-performance, and MAE-definition rows.

• Present or silent. Stand-alone legal-proceedings closing condition present, or silent. Business Law Today October 2025 sneak peek / Bass Berry preview: dropped from 46% in the 2023 Study to 35% in this iteration. Those data points may not be final. Goulston May 6, 2026 and BLT December 2025 do not reprint a 2025 percentage. Copy presence from your PDF.

• Any proceedings vs governmental-only. BLT October 2025: in the subset where the condition was included, it is now more likely to be limited to governmental proceedings only (as opposed to any legal proceedings). Do not invent a subset percentage. Copy any, governmental-only, mixed, or silent from the PDF.

• Challenging the transaction vs general litigation. Copy whether the condition is limited to proceedings challenging the deal or reaches broader litigation. The sneak peek measures stand-alone conditions related to legal proceedings challenging the transaction. Do not paste 35% onto a general no-litigation representation.

• Simultaneous vs deferred. 2023 sample: 26 simultaneous / 82 deferred. 2025 sample: 42 simultaneous / 97 deferred. A simultaneous sign-and-close has no interim proceedings walk. Copy simultaneous, deferred, or unknown.

• Overlap pointer to mae-closing-condition-tracking. Pointer only. MAE as a closing condition is a different walk right. Mark whether both conditions exist. Do not rewrite that page, and do not paste a Canadian MAE print onto this US proceedings row.

• Overlap pointer to specific-performance-tracking. Pointer only. Specific performance is the equitable-remedy clause. This row is the no-proceedings walk. Mark the pointer. Do not fold a specific-performance fight into this cell.

• Status. Copied, proceedings noticed, waived, closed, or walked. When a walk cites this condition, book the date and whether the argument was any proceedings or governmental-only.

Copy the clause, not the study percentage

Do not paste 35% onto a silent paper, a general litigation representation, or a simultaneous sign-and-close. Do not treat the Business Law Today October 2025 sneak peek as a Goulston May 6, 2026 print or as a BLT December 2025 print. Do not invent a 2025 finalized figure. Do not invent a governmental-only subset percentage. Do not fold this row into mae-closing-condition-tracking, specific-performance-tracking, or mae-definition-tracking. MAE as a closing condition is a different walk. Specific performance is the remedy clause. MAE definition is the defined term. This row is whether the buyer has a stand-alone no-legal-proceedings walk, and whether that walk is any proceedings or governmental-only.

When a deferred close approaches, log whether the PDF used a stand-alone proceedings condition, whether it was limited to governmental proceedings, and whether any deal-challenge docket sat on that condition. That trail is what walk-or-close counsel will ask for first.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent a proceedings condition, treat 35% as a finalized Goulston or BLT-December figure, invent a governmental-only subset percentage, or treat the MAE closing-condition tab as if it answered the proceedings question. Raziel's alternative asset dashboard is where the no-proceedings sentence, the governmental-only flag, and any walk notice should sit together. Raziel does not decide your closing-condition dispute. Copy the seven columns.