Briefings Blog

Legal teams at mainboard and premium-listed issuers approaching announceable transactions that engage the 2025 OECD Merger Review Recommendation are increasingly using AI to draft board memos on merger-clearance exposure, generate disclosure-committee briefings on the operative-section structure, and validate Section-level citation language in announcement documents and regulator-facing 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 mainboard and premium-listed issuers 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 two hallucinated answers for legal teams at mainboard and premium-listed issuers, in the form of Structure Inflation.

For legal teams at mainboard and premium-listed issuers 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 cross-border cooperation section; Section V dropped)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Sonnet46 (Invented cross-border cooperation section; Section V dropped)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q006-Opus47 (Phantom transnational cooperation operative clause; ex-post assessment omitted)

Legal teams at private equity and venture capital sponsors evaluating cross-border control transactions under the 2025 OECD Merger Review Recommendation are increasingly using AI to draft investment-committee memos on merger-clearance exposure, generate deal-team briefings on the failing firm defence and remedies hierarchy, and validate the operative-section structure of the Recommendation against the OECD text before commitment papers issue.

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 private equity and venture capital sponsors 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 private equity and venture capital sponsors, in the form of Structure Inflation, Misattributed Cross-Jurisdictional Doctrine, and Inter-Alia-to-Closed-Test Conversion.

For legal teams at private equity and venture capital sponsors 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 mandate omitted)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q001-Sonnet46 (Invented operative sections; ex-post mandate omitted)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q002-Sonnet46 (EU remedy hierarchy misattributed as OECD Section IV.3 standard)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Opus47 (Failing-firm third limb mischaracterised; open test presented as closed)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q005-Sonnet46 (Failing-firm third limb mischaracterised; open test presented as closed)
• RLB-H-INT-OECD-OECD-MERGER-REVIEW-RECOMMENDATION-2025-Q006-Opus47 (Transnational co-operation invented as operative section; Section V omitted)

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)