Akber Datoo

Automation and digitisation of capital markets closing opinions

Closing opinions are a familiar condition of capital markets and banking transaction closing. They provide independent legal assurance on matters such as entity status, capacity, authorisation, validity, binding effect, enforceability, conflicts, consents, governing law and reliance. These opinions are already relatively standardised in substance, but their key legal conclusions and limitations are still expressed primarily in prose, requiring manual extraction before they can be used in transaction and risk systems. Even when opinions are circulated electronically (such as in PDF form), their key conclusions, assumptions and qualifications are usually unavailable as data and must be read, interpreted and entered into other systems by hand. In fact in some cases, the PDF may still be in image-based form, and require an OCR process to make it machine-readable.

This article argues for a dual format model in which the traditional opinion letter retains its status as the authoritative legal instrument and is accompanied by a structured, machine-readable data layer linked to the relevant source text. It explains why this approach is increasingly necessary, identifies which elements are suitable for structuring, proposes a five-layer standards stack as well as outlining a pragmatic implementation roadmap. The objective is not to automate professional judgement, rather it is to make the standardised outputs of that judgement more usable, traceable and interoperable within modern capital markets infrastructure. We believe that is necessary to bring the digital agenda to legal opinions that are currently left behind in an analogue world.

26 SEP 2026

To ban or not to ban; that is the (cryptoasset) question

This article provides an overview of the relevant regulatory systems and policy frameworks across key jurisdictions, illustrating the complexity of the choice faced by regulators between banning and regulating cryptoassets. It examines three dominant approaches.

27 FEB 2026

The “digital” answer is always netting …

The co-architect of the design and drafting of the modern form of master trading agreements, such as the Global Master Securities Lending Agreement (GMSLA), Global Master Repurchase Agreement (GMRA) and ISDA Master Agreement, Jeffrey Golden KC (Hon), once stated that "the answer is always netting". The continuing force of the statement lies in netting's central role in both counterparty credit risk mitigation and financial stability. However, the effectiveness and enforceability of netting under these master trading agreements have come to depend on legal opinions intended to confirm enforceability.
Yet, 40 years after the capital markets industry started to utilise these legal opinions for this purpose, very little has changed in how they are produced or operationalised. Legal opinion practice in the financial markets has not kept pace with the complexity of modern trading relationships, evolving regulatory requirements, or the increasing role of technology and the digital agenda. Prudential regulators and supervisory bodies, including the Federal Reserve, the Prudential Regulation Authority, the European Central Bank and the Australian Prudential Regulation Authority, have responded with enforcement action where supervised firms have taken regulatory capital relief without adequate processes, systems and controls in place. The answer remains netting, but it starts with a more digital and data-driven approach to counterparty due diligence, anchored in the Legal Entity Identifier (LEI). This article explains why the LEI is essential to ensuring that netting remains the ultimate solution.

8 FEB 2026

Akber Datoo

Articles by author

Automation and digitisation of capital markets closing opinions

To ban or not to ban; that is the (cryptoasset) question

The “digital” answer is always netting …

“Sailing into the rules of smart contracts...”

Offer and acceptance … and sailing into the terms of decentralised networks