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May 1, 2025 • 17 mins

I spoke with Katya Fisher, CEO of Aracor, a software platform to streamline M&A, private equity, and venture capital transactions. We discussed the evolving M&A lifecycle, the changing relationship between in-house counsel and outside counsel, and how AI has changed M&A and corporate transactions.

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Episode Transcript

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(00:00):
Welcome to Reinventing Professionals, a podcast hosted by industry analyst Ari Kaplan,

(00:07):
which shares ideas, guidance and perspectives from market leaders shaping the next generation
of legal and professional services.
This is Ari Kaplan and I'm speaking today with Kacha Fisher, CEO of Erakor, a software
platform designed to streamline M&A, private equity and venture capital transactions.

(00:31):
Hi, Kacha, how are you?
Very well, Ari.
How are you?
Thank you for having me today.
I'm looking forward to our conversation.
Tell us about your background and the genesis of Erakor.
I'm an attorney.
I've been practicing for the past 15 years.
I graduated from law school in 2010, which was exactly the year that was called a law

(00:52):
generation for law students.
There weren't that many jobs out there.
I remember a lot of the expectations that I had.
Well, I was in law school, a lot of the summer associateships, the internships is dried
up.
I had some job opportunities, but they weren't really what I had envisioned for myself and
dreamed of.
So I ended up hanging out my shingle very early and chose an entrepreneurial path, which

(01:18):
at the time was quite unusual.
I started out working with friends and family and whoever I could find, but things snowballed
from there.
I had good contacts.
I figured a lot of things out.
I had good access to different places and at least I'd had some training while I was
in law school through my associateships and internships that over the next few years,

(01:40):
the practice really grew.
As the practice grew, the reason that I was able to make a name for myself was that instead
of being a specialist, I became a real generalist in deal making, not in litigation.
When it came to transactional work, I was very good at being a generalist and I was very
good at going to clients and saying, "When you go to a big law firm, you don't know how

(02:01):
to vet them.
You don't know whether to use this lawyer or to use that lawyer.
You don't know when you get on the call with a big firm and there's seven lawyers on the
call.
Did you really need all seven of them?
Did you really need to be built for that time?"
What I found was that either clients end up paying too much or working with the wrong

(02:21):
lawyers or on the flip side, their clients who think that all lawyers are useless and they
can get everything off the internet and do everything themselves.
Both ways are absolutely wrong.
The way that I was able to become successful was by being that intermediary, by being an
outside general counsel.
I then moved into a large firm.
I was a partner in the firm overseeing technology transactions.

(02:43):
I also became chief privacy officer of the firm, which was the same year that GDPR came
into existence.
It was a really interesting time to be dealing with privacy regulations because of all the
changes and because of all the lawyers in the firm who had to figure out how to do business,
especially overseas.
I was part of that process.
Then six years ago, I went in-house.

(03:05):
I for the last six years have been the chief legal officer of the Constructure Group and
of the Aureche family office.
I represent a very active prolific entrepreneur and investor.
His name is Serge Bell.
He has three hundred companies in his portfolio.
We have companies that he has built and founded.

(03:26):
The largest one is called a Cronus.
It's a global cybersecurity and data protection company.
It's valued at about 3.5 billion.
He's had several other companies that have been unicorn status.
He's been an LP in several venture funds and so through those investments and funds,
we have access to different businesses.

(03:48):
We founded Constructor Group, which is an ecosystem that oversees education, research and
technology.
We have a venture fund called Constructor Capital.
There's a software company, which is the backend for the education industry called Constructor
Technology.
We even have a university, which we acquired, which is based in Germany called Constructor

(04:10):
University.
It's a nonprofit, fully accredited institution with a campus.
We have it as a way to build out the ecosystem and have an eat your own dog food approach.
If we're doing things that are in education, we really need to understand education.
I was able to take my expertise from early in my career of being an outside GC to go

(04:33):
ahead and just become an inside GC.
For the last six years, I've built out the legal teams.
I have seven people who report to me throughout the Constructor Group of Companies.
And obviously I work very closely with CFOs and partners and business people.
I work with many major law firms around the world in different countries, from Luxembourg
to Singapore to the US.

(04:55):
And it's been a lot of fun.
I enjoy doing it.
I love having something different to do every day.
But the big thing that I noticed throughout all of these stages of my career being solo,
partner in a firm in-house and also just the size of the client is that a lot of the problems
are the same.

(05:15):
Most of my job is reading and interpreting deal documents.
And there is such a fine line and such a great area between what it means to be a lawyer
in those circumstances and what it means to do business.
And I found that all the business people that I work with always want more insight, more
information, more control over the outside law firm because a lot of outside lawyers will

(05:38):
be great, but they're not going to give creative ideas or not going to give advice how to turn
this deal around or what to do.
So my greatest skill has been in bridging that gap.
And I started thinking a lot in terms of technology and I'm with this Gen A.I. boom.
If there wasn't a way to do it better to be able to automate some of what I do, it could
make my job much easier so that I could do more, my legal team could do more and we could

(06:02):
offer that also back to companies.
That's the trajectory.
How does the A.I. core work?
First of all, we're AI native.
There are a lot of companies that have an A.I. chatbot or an A.I. component.
We really are taking a look at generative A.I. and trying to make it work for a specific
vertical.
My CTO used to work at AstraZeneca in natural language processing and I have some other

(06:25):
NLP engineers.
We're very focused on that.
The way that A.I. core works is you have to think about it in terms of a business vertical.
I'm sure you've used chatch B.T. or Klaw or whatever else.
And the thing is that when you go in there and you need it to go ahead and let's say review
a contract, there's several challenges at the business level.

(06:47):
The first challenge is that if you prompt it and you ask it, for example, to go ahead
and summarize the document, the summary.
I'm sure you've seen this before.
I'm sure other people have too is always different.
You always get something new.
It's never the same.
And so you don't really know if the summary that you're getting is a really good summary.

(07:07):
Or you know if it's a bad summary, but then you have to keep prompting.
So think about it this way.
In the real world, if you hired me and you give me a document, you said, "Hey, can I just
quickly get the gist of this?
Could I understand this?"
And then you had to spend the next 45 minutes explaining to me what you mean by that?
Why would you want to work with me?
It's not valuable anymore, right?
You would expect that I know enough to understand and intuitively get what it is that you want.

(07:33):
The first thing that we work on is the ability to intuit the responses.
To look at things the way that someone in my legal team would be looking at them.
Is it legal advice?
No, but it's a certain way of looking at things and making judgment calls as to what are
the most important elements to look at.
When we're talking about one document, that's cool.

(07:53):
But what I'm really looking at is when you're looking at a whole series of documents, like
a closing binder.
So the thing is that when you're working in mergers and acquisitions, venture capital, PE,
a family office environment, you have a lot of deals and those deals come with so many
pages of documentation.

(08:13):
So I'll try to give a very simple example, but let's say for example, when you do a deal,
you have a non-binding term sheet.
The term sheet is one or two pages.
Let's say you're a business person or you're the GC.
You're probably a fairly smart experience business person and you're dealing with term
sheets.
One to two pages is very manageable.
Now imagine it gets signed and it gets sent to outside counsel to go ahead and draft all

(08:38):
the final closing documents.
And they send you back the draft docs and it's 300 pages.
You don't have time to parse through every single page and every line and make sure that
those lawyers wrote exactly what you want reflected from the term sheet.
You have to trust them to some level.
But if you're a business person, you probably like having a lot of control.

(09:02):
You probably like having a lot of oversight, being educated, feeling like you can have a
really smart conversation with that lawyer.
What Eric Hoar is able to do is you can upload an entire folder of documents and it will
understand and be able to help you by looking holistically to get you that information.
But you can put in a term sheet and closing docs and say, hey, does this match the term sheet?

(09:26):
Or what are the issues?
And it'll find those things for you.
You could put in all the corporate governance documents for a company and ask some of the
questions that are constantly coming up like, how do I appoint somebody to the board?
What classes of shares do I have and are there right of first refusal issues that I would
come into if I want to sell those shares?
All of these things that normally take a lot of time to parse through that data to get you

(09:50):
those answers, Eric Hoar is able to respond and answer and provide that information.
Because we're not just looking at things just from just an LLM giving answers.
We're using our own proprietary ways of doing things.
We're using my legal team's way of doing things.
We're using different types of techniques in NLP to use different types of reasoning,

(10:13):
productive reasoning, inductive reasoning, some sort of intuition about things as to how you
should be looking at a deal.
How do you distinguish Eric Hoar from similar tools that are on the market?
When you talk about other tools, I think that there are a lot of tools that are lumped together
as contract review.
But that's a very abstract term.

(10:34):
When you look at most of the companies that are doing that and doing contract review,
there are things that could be very interesting or incredibly useful or valuable.
They may be looking at other types of contracts, simpler contracts, or they may be getting
you insights on clauses.
For example, I've seen a lot of companies where if you have lots of documents and you want

(10:54):
to know how many of those contracts are going to expire on May 31st, it'll go and plug
those, find those terms and create a whole chart for you of those terms.
It'll tell you how many of your contracts are under New York law versus California law.
But they don't do that holistic review to be able to really get you these very complex responses
and answers.
I haven't seen that being that ubiquitous.

(11:17):
Another thing is a lot of legal tech is really after law firms.
They're trying to work with law firms and lawyers and law firms have somewhat different needs.
I'm not focused on legal research.
I'm not focused on writing case briefs.
I'm really focused on business deals and how those contracts affect them.
We're very different not only in what the tool itself does, but also in our relentless

(11:42):
focus of that vertical and our understanding of that vertical.
Not only do I have this background in private equity, family office, but a construction group
is for spin out.
Serge Bell is my co-founder.
He is a family office and my other co-founder is Gordon Kaplan, who I used to be the
co-chairman of Wilkie-Farrin Gallagher and it worked on a lot of private equity deals.

(12:04):
We are deal makers who really understand what those pain points are and what you need in
order to have a really valuable product.
Do you see Erichor as a tool that can bridge in-house council and outside council?
Absolutely.
Erichor is not meant to replace lawyers.
It's meant to make in-house council work much faster, much better in a much more informed

(12:30):
manner.
No two GCs are alike.
A lot of in-house council come from the outside world from different backgrounds and they are
selected into a company for a myriad of reasons.
Maybe they were a specialist in one vertical that was really important to that company.
Or maybe they were a generalist like me or maybe it's somebody who was doing these types
of transactions and they got brought in.

(12:51):
They have different backgrounds.
For GCs, it's very stressful environment because all of a sudden they went from being specialists
in their last job to being generalists in the new one and also all the pressures on them
and very high expectations to be able to do things really well.
And the old school way of looking at GC was that they were a coordinator and it's really
the big boys in the big firms who are valuable.

(13:14):
That's changing enormously.
What I see, how I think of myself, how I see a lot of other in-house council is that they're
really the business people.
They're the ones who are managing those outside lawyers and making decisions based on the
data that those outside lawyers bring.
They're the ones who are saying, "Okay, this is the information.
This is what I want you to do."

(13:34):
To be able to do that, you need lots of information in a very succinct, fast format with Eric.
We had scenarios where shareholders are very big companies.
They're constantly coming with questions like, "I want to go ahead and sell these shares.
I need to understand if there are any limitations, rofer, tag.
I have several different classes, explain to me all the difference in the classes."

(13:58):
That is a $20,000 question that takes a week to answer in a big firm.
And from my experience, because it's done in like a hundred times.
It takes a week to get an email response.
I can do that in five minutes.
Does that mean that I'm still not going to go call the outside firm?
Of course I am.
But now armed with that information, I can say, "Now, can you check these two things?
Can you make sure this is correct?

(14:19):
Is there something that I'm missing?"
And we can just work much faster.
I can also feel that I have a lot more oversight over the people that I'm relying on externally
to help us to get a deal done.
How do you see M&A private equity venture capital transactions evolving as artificial intelligence

(14:40):
itself improves?
The way of doing things will evolve a lot.
There's a lot of talk about AI and law firms and how that's changing.
What I personally see is that usually when you go into M&A private equity, especially tech,
right, the vertical I'm in, you have people on the business side who are much more open
to being early adopters than lawyers themselves are.

(15:02):
So they will be somewhat more experimental because lawyers are supposed to be the ones who
are warning everybody of risk in a company.
But it's the business people who decide whether or not to take those risks.
Business people are generally less risk of earth than the council.
I think that they will start to adopt tools much more and they'll want to get things done
more efficiently to do things faster and close faster.

(15:26):
One of the challenges have in this paradox with technology is it was deals haven't gotten
smaller because we have amazing tech.
They've gotten bigger, more complicated, and they've gotten messier.
Have legal fees gone down?
You have $3,000 an hour rockstar lawyers now out there.
That's not going to change.
And actually there's a value to them because you want those rock stars who are then going

(15:50):
to take all that data and figure out what to do with that data.
I don't think AI anytime too soon is going to be able to replace that type of creativity.
Companies, if they're able to bring those resources in-house, even with family offices, look
at family offices in the last decade they've transformed.
You take much more institutionalized businesses that don't rely so much on external, the way

(16:11):
that they used to.
With tech it will be the same thing.
They'll incorporate these AI tools to do things in a much faster, more streamlined manner.
It doesn't make sense to pay people to do massive due diligence in a data room for hundreds
of thousands of dollars if technology can streamline that and make it much faster and cut it into

(16:32):
half of that.
Then you can have a few people who are doing their review on top.
It will change for sure.
This is Ari Kaplan speaking with Kotcha Fisher, CEO of Eric War, a software platform to streamline
M&A private equity and venture capital transactions.
Kotcha, thanks so very much.
Ari, thank you.

(16:53):
Thank you for listening to the Reinventing Professionals podcast.
Visit ReinventingProfessionals.com or Ari Kaplan Advisors.com to learn more.
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