Briefings Blog

Legal teams at investment banks advising on M&A transactions engaging the 2025 OECD Merger Review Recommendation are increasingly using AI to draft counsel-facing memos on the operative-section structure, generate transaction-committee briefings on the remedies-hierarchy and failing-firm-defence positions, and validate OECD citation language in deal-clearance representations to authorities and to counterparties.

The RLB Specialist Panel put a set of practitioner-grade questions on the 2025 OECD Merger Review Recommendation to two frontier AI models with web search active. Each question is prepared by the Panel based on the workflows that legal teams at investment banking firms actually use AI for under the OECD's 2025 revision of the Recommendation of the Council on Merger Review (OECD/LEGAL/0333). The Panel then binds every AI response to verbatim regulator-issued source text held as primary substrate.

On the 2025 OECD Merger Review Recommendation, the AI subjects returned four hallucinated answers for legal teams at investment banking firms, in the form of Structure Inflation, Misattributed Cross-Jurisdictional Doctrine, and Inter-Alia-to-Closed-Test Conversion.

For legal teams at investment banking firms advising on cross-border merger transactions touching the 2025 OECD Merger Review Recommendation, citation accuracy on the operative architecture, on Section IV.3 remedies hierarchy, and on Section III.11.b failing firm defence is load-bearing in every authority-facing submission, every board memo, and every transactional document. A counterparty or competition authority who identifies a structural inflation, a misattributed sub-hierarchy, or a closed-cumulative-test framing on first reading calls the entire piece of advice into question.

The structural-architecture failure is the most directly visible: a board memo or regulator-facing submission that lists 'international co-operation' or 'monitoring' as operative RECOMMENDS sections is wrong on first reading. The Section IV.3 EU sub-hierarchy import is the most insidious failure, reading as authoritative because the EU framework is real, but presenting EU practice as OECD content imports the wrong normative baseline into the firm's remedy strategy.

The published Specialist Panel findings carry the following citation identifiers:

• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Opus47 (Fabricated operative section structure)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Sonnet46 (Fabricated operative section structure)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q002-Sonnet46 (EU doctrine imported as OECD remedies hierarchy)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Opus47 (Failing firm defence mischaracterised as closed test)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Sonnet46 (Failing firm defence mischaracterised as closed test)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q006-Opus47 (Non-existent co-operation and monitoring sections invented)

Legal teams at law firms advising on cross-border merger transactions touching the 2025 OECD Merger Review Recommendation are increasingly using AI to draft client memos on the Recommendation's operative architecture, generate partner-level briefings on the remedies hierarchy and failing firm defence, and validate Section-level citation language in regulatory submissions, transactional documents, and authority-engagement papers.

The RLB Specialist Panel put a set of practitioner-grade questions on the 2025 OECD Merger Review Recommendation to two frontier AI models with web search active. Each question is prepared by the Panel based on the workflows that legal teams at law firms actually use AI for under the OECD's 2025 revision of the Recommendation of the Council on Merger Review (OECD/LEGAL/0333). The Panel then binds every AI response to verbatim regulator-issued source text held as primary substrate.

On the 2025 OECD Merger Review Recommendation, the AI subjects returned five hallucinated answers for legal teams at law firms, in the form of Structure Inflation, Misattributed Cross-Jurisdictional Doctrine, Open-Interval Collapse, and Inter-Alia-to-Closed-Test Conversion.

For legal teams at law firms advising on cross-border merger transactions touching the 2025 OECD Merger Review Recommendation, citation accuracy on the operative architecture, on Section IV.3 remedies hierarchy, and on Section III.11.b failing firm defence is load-bearing in every authority-facing submission, every board memo, and every transactional document. A counterparty or competition authority who identifies a structural inflation, a misattributed sub-hierarchy, or a closed-cumulative-test framing on first reading calls the entire piece of advice into question.

The structural-architecture failure is the most directly visible: a board memo or regulator-facing submission that lists 'international co-operation' or 'monitoring' as operative RECOMMENDS sections is wrong on first reading. The Section IV.3 EU sub-hierarchy import is the most insidious failure, reading as authoritative because the EU framework is real, but presenting EU practice as OECD content imports the wrong normative baseline into the firm's remedy strategy.

The published Specialist Panel findings carry the following citation identifiers:

• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Opus47 (Invented operative sections; ex-post assessment omitted)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Sonnet46 (Invented operative sections; ex-post assessment omitted)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q002-Sonnet46 (EU fix-it-first hierarchy cited as OECD text)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q004-Sonnet46 (Two-tier reporting cycle collapsed to uniform five-year interval)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Opus47 (Failing firm defence conditions presented as closed exhaustive test)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Sonnet46 (Failing firm defence conditions presented as closed exhaustive test)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q006-Opus47 (Transnational co-operation invented as operative section; Section V dropped)

Accountants advising on cross-border merger reviews engaged with the 2025 OECD Merger Review Recommendation are increasingly using AI to draft client briefings on transaction-screening obligations, prepare partner-level summaries of the failing firm defence evidentiary standard, and validate operative-section citations against the OECD text before signing financial-suitability opinions or transaction-cost reviews.

The RLB Specialist Panel put a set of practitioner-grade questions on the 2025 OECD Merger Review Recommendation to two frontier AI models with web search active. Each question is prepared by the Panel based on the workflows that accountants actually use AI for under the OECD's 2025 revision of the Recommendation of the Council on Merger Review (OECD/LEGAL/0333). The Panel then binds every AI response to verbatim regulator-issued source text held as primary substrate. On the 2025 OECD Merger Review Recommendation, the AI subjects returned a single hallucinated answer for accountants, in the form of Inter-Alia-to-Closed-Test Conversion.

For accountants advising on cross-border merger transactions that engage the 2025 OECD Merger Review Recommendation, the operative-section structure of the Recommendation, the failing-firm-defence evidentiary standard, and the Council-reporting cadence drive transaction-suitability opinions, due-diligence reports, and inter-agency-engagement memos. A financial-suitability opinion that frames the failing-firm-defence under a closed three-condition cumulative test produces wrong client guidance on whether the defence is worth running and on what evidence to commission. A transaction-cost review that mis-states the operative section count signals to the partner and to the client that the underlying regulatory map is unreliable, which puts the entire engagement at risk.

The published Specialist Panel findings carry the following citation identifiers:

• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Opus47 (Failing firm defence: mischaracterised condition 3 and closed-list error)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Sonnet46 (Failing firm defence: mischaracterised condition 3 and closed-list error)

Lawyers advising on the 2025 OECD Merger Review Recommendation are increasingly using AI to draft 2-page client memos on the Recommendation's operative structure, generate partner-level briefings on remedies hierarchy and failing firm defence standards, and validate Section-level citation language against the published OECD text before issuing legal opinions on cross-border merger strategy.

The RLB Specialist Panel put a set of practitioner-grade questions on the 2025 OECD Merger Review Recommendation to two frontier AI models with web search active. Each question is prepared by the Panel based on the workflows that lawyers actually use AI for under the OECD's 2025 revision of the Recommendation of the Council on Merger Review (OECD/LEGAL/0333). The Panel then binds every AI response to verbatim regulator-issued source text held as primary substrate.

On the 2025 OECD Merger Review Recommendation, the AI subjects returned five hallucinated answers for lawyers, in the form of Structure Inflation, Misattributed Cross-Jurisdictional Doctrine, Open-Interval Collapse, and Inter-Alia-to-Closed-Test Conversion.

For lawyers issuing legal opinions, client memos, transactional documents, and regulatory submissions that engage the 2025 OECD Merger Review Recommendation, citation accuracy on the operative architecture, on Section IV.3 remedies hierarchy, and on Section III.11.b failing firm defence is load-bearing: a counterparty, opposing counsel, or competition authority who can identify a structural omission, a misattributed sub-hierarchy, or a closed-cumulative-test framing on first reading calls the entire piece of advice into question.

An AI-drafted memo that inflates the operative section count and omits Section V, or that imports the EU fix-it-first / buyer-pool / crown-jewel sub-ordering into the OECD's text, or that converts the failing-firm-defence 'inter alia' criteria into a closed three-condition cumulative test, leaves the lawyer exposed to professional liability, the firm exposed to reputational risk, and the client exposed to a defence submission that under-prepares on additional evidentiary lines or to a remedies negotiation built on the wrong normative baseline.

The published Specialist Panel findings carry the following citation identifiers:

• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Opus47 (Invented operative architecture; ex-post section omitted)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Sonnet46 (Invented operative architecture; ex-post section omitted)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q002-Sonnet46 (EU remedy sub-hierarchy misattributed as OECD text)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q004-Sonnet46 (Two-tier reporting interval collapsed to single 5-year cycle)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Opus47 (Failing firm defence: third condition wrong; 'inter alia' dropped)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Sonnet46 (Failing firm defence: third condition wrong; 'inter alia' dropped)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q006-Opus47 (Co-operation section invented; ex-post section omitted)

Risk leads at statutory boards and public agencies engaging with the CPMI API harmonisation programme are increasingly using AI to update agency-level CPMI risk dashboards, draft enterprise-risk-assessment annexes on the SARB pre-validation workstream, prepare board-risk-appetite papers on cross-border payments oversight, generate operational-risk metrics using fast payment system operator splits, and verify dated CPMI commitments against primary publications. The RLB Specialist Panel tested how that AI usage performs against the regulator's own primary text on CPMI's October 2024 d224 report and the related CPMI Brief and speech series.

The audit surfaced four substantive failure modes that the AI subjects delivered with regulator-fluent confidence.

Numeric Drift and False-Negative Availability Claim on CPMI API Harmonisation for Cross-Border Payments. Two frontier AI models tested by the RLB Specialist Panel returned confident, citable answers across the panel's CPMI substrate-bound question set on the October 2024 d224 report and the related CPMI Brief and speech series. The panel binds each AI finding to verbatim regulator-issued source text held as primary substrate.

Across the 2 findings in this Risk teams at Statutory Boards & Agencies briefing, the AI subjects returned a global fast payment system count of 57 sourced to the 2025 monitoring survey sample, when the authoritative CPMI figure is 70+; stated that the central-bank versus private operator split of global fast payment systems is not enumerated in public CPMI sources, when the November 2023 CPMI speech gives exact percentages.

A board-risk paper that records a CPMI cutover date the regulator never set is a factual error in a board-approved agency document. A risk dashboard that uses 57 rather than 70+ as the FPS connectivity baseline mis-sizes the agency's oversight scope. An enterprise risk register entry recording 'no SARB pre-validation workstream identified' carries a verifiable error into an official deliverable.

The findings are published with immutable RLB Citation IDs: RLB-H-INT-BIS-CPMI-API-HARMONISATION-CROSS-BORDER-2024-Q010-Opus47, RLB-H-INT-BIS-CPMI-API-HARMONISATION-CROSS-BORDER-2024-Q010-Sonnet46. The full audit is published at the CPMI API Harmonisation for Cross-Border Payments hub on RegLegBrief.com.