Prompt
Corporate / M&A AI prompts for lawyers
17 prompts you can paste straight into HAQQ or any other assistant. Every one is written out in full - open it, copy it, change the bracketed parts.
Share Purchase Agreement for a Kuwaiti WLLAgreementEnterpriseDraft / Generate
Draft a share purchase agreement for the acquisition of [percentage]% of the shares in a WLL in Kuwait. Make it buyer-friendly. Deal facts: target [name and activity], seller [name], consideration [amount and structure], completion [date or condition]. The agreement must cover: 1. Every regulatory approval and consent needed to complete — corporate, sector-specific, foreign-ownership and any Ministry of Commerce and Industry step — set out as conditions precedent, with the party responsible and the long-stop date for each. 2. Amendment of the memorandum of association and the notarisation and registration steps that actually transfer title, distinguishing the contract date from the date ownership passes. 3. Pre-emption rights of the other partners: how they are waived and what happens if they are exercised. 4. Warranties on title, licences, tax, labour, related-party dealings and litigation, with a disclosure mechanism. 5. Buyer protection: retention or escrow, a claims period, a de minimis and basket, and a specific indemnity for [identified risk]. 6. Governing law, dispute resolution and enforcement in Kuwait. Put every commercial number in square brackets. After the draft, list the conditions precedent most likely to delay completion in practice, and what to do about each.
Shareholders Agreement Protecting the MinorityAgreementExpertDraft / Generate
Draft a shareholders' agreement. I act for the minority. Facts: company in [sector], incorporated in [jurisdiction], my client holds [percentage]%, the other shareholders are [describe], and [number] of them are not involved in day-to-day management but want a say on major matters. The agreement must give the minority: 1. A reserved-matters list that actually bites — the decisions requiring my client's consent, drafted so they cannot be circumvented by doing the same thing at subsidiary level or in instalments below a threshold. 2. Board representation or observer rights, and what happens to them if the shareholding is diluted. 3. Information rights with a defined cadence and a defined format, plus an audit right — a right to information with no deadline attached is not a right. 4. Anti-dilution and pre-emption on new issues and on transfers, with tag-along, and a drag-along threshold my client can live with. 5. Deadlock resolution and an exit: put option, buy-sell, or a valuation mechanism naming who values and on what basis. 6. Distribution policy, so profits cannot be trapped indefinitely. Put every number in square brackets. Then tell me: which of these will the majority refuse outright, which is the single most important one to win, and which reserved matters are already protected by the company law of that jurisdiction so I do not spend negotiating capital on them.
Share Purchase AgreementAgreementEnterpriseDraft / Generate
Draft a share purchase agreement for [Buyer] to acquire [100%/majority stake] of [Target Company] from [Sellers]. Include purchase price mechanism, representations and warranties, indemnification, conditions precedent, and closing mechanics.
Asset Purchase AgreementAgreementEnterpriseDraft / Generate
Draft an asset purchase agreement for [Buyer] to acquire [describe assets/business unit] from [Seller]. Include asset schedules, excluded liabilities, employee transfers, contract assignments, purchase price allocation, and transition services.
Due Diligence Request ListChecklistAdvancedCompliance / Due Diligence
Prepare a comprehensive due diligence request list for the acquisition of [Target Company] in the [industry] sector. Cover corporate documents, financials, material contracts, IP, real property, employment, litigation, regulatory compliance, and IT/data.
Due Diligence ReportReportExpertSummarize / Extract
Prepare a legal due diligence report on [Target Company] for [Client]. Summarize key findings, identify material risks, highlight red flags requiring attention, provide risk ratings, and recommend mitigation measures or deal protections.
Shareholders AgreementAgreementExpertDraft / Generate
Draft a shareholders agreement for [Company] among [shareholders with ownership percentages]. Include board composition, reserved matters, transfer restrictions (ROFR, tag-along, drag-along), dividend policy, deadlock resolution, and exit mechanisms.
Investment Agreement (Venture Capital)AgreementExpertDraft / Generate
Draft a Series [A/B/C] investment agreement for [Investor] to invest [amount] in [Company] at a pre-money valuation of [amount]. Include investment terms, preferred share rights, anti-dilution, liquidation preference, board seat, and protective provisions.
Merger AgreementAgreementEnterpriseDraft / Generate
Draft a merger agreement for the [merger/amalgamation] of [Company A] and [Company B]. Include exchange ratio, representations and warranties, covenants, closing conditions, termination rights, break fees, and regulatory approval requirements.
Escrow AgreementAgreementAdvancedDraft / Generate
Draft an escrow agreement for [M&A transaction] where [amount] will be held by [Escrow Agent] to secure [Seller's] indemnification obligations. Include escrow term, release conditions, claim procedures, investment instructions, and escrow fees.
Disclosure LetterMemoExpertDraft / Generate
Draft a disclosure letter from [Seller] to [Buyer] in connection with the [SPA/Asset Purchase Agreement]. Include general disclosures, specific disclosures against each representation, material contracts schedule, and exceptions to warranties.
Transition Services AgreementAgreementAdvancedDraft / Generate
Draft a transition services agreement where [Seller] will provide [IT/HR/Finance/other] services to [Buyer] post-closing for [duration]. Include service descriptions, service levels, fees, personnel access, data migration, and termination rights.
Earnout Provisions DraftingAgreementExpertDraft / Generate
Draft earnout provisions for [M&A agreement] where [Seller] may receive up to [amount] based on [Target's] post-closing performance. Define earnout metrics (revenue/EBITDA/other), measurement periods, accounting principles, operating covenants, and dispute resolution.
Carve-Out Transaction MemoMemoEnterpriseStrategy / Scenario
Prepare a strategy memo for [Parent Company] planning to carve out and sell [Business Unit]. Address legal entity restructuring, separation of shared services, IP/contract assignments, employee transfers, tax structuring, and regulatory considerations.
Shareholder Agreement Key TermsAgreementEnterpriseDraft / Generate
Draft key terms for a shareholder agreement among [number] shareholders of [company]. Include governance rights, board composition, reserved matters, transfer restrictions (tag-along, drag-along, ROFR), anti-dilution protections, dividend policy, deadlock resolution, and exit mechanisms.
Contract Comparison Diff for Redline ReviewReportAdvancedReview / Redline
Compare Version A and Version B of the attached contract and produce a diff limited to substantive changes — ignore formatting, renumbering, and typo fixes. For each substantive change, state which party it favors, whether it is a market-standard adjustment or an outlier, and whether it needs an escalation flag before we accept it. Close with a one-line summary of whether, on balance, Version B is more or less favorable to [our side] than Version A. Version A: [PASTE]. Version B: [PASTE].
Leverage Map and Concession Sequencing PlanPlaybookEnterpriseStrategy / Scenario
Act as negotiation strategist for [OUR SIDE] on [TRANSACTION]. Scope: parties [A AND B], deal size [AMOUNT], signing target [DATE], and the dependencies I list here — [DEPENDENCIES]. Base every conclusion on what I have told you; where you are inferring, label it Inference and say what would confirm it. Return: (1) Leverage Inventory — what each side actually controls (time, alternatives, information, internal approvals, switching cost, regulatory need), one line each, marked Ours / Theirs / Contested; (2) Time Map — every deadline, expiry, board meeting, financing milestone or long-stop date that shifts leverage, and which side it pressures; (3) Alternatives Test — our best alternative to this deal and theirs, each with how credible it is and how easily the other side can verify it; (4) Information Asymmetry — what they know that we do not and the reverse, and which gaps we should close before the next session; (5) Decision Map — on their side, who signs, who can veto, who merely influences, and what each of them is measured on; (6) Concession Sequencing — a session-by-session plan setting out what we put on the table when, what we hold back, and the exchange we require for each release; (7) Signals to Watch — behaviours that indicate they are near their limit (who joins the call, how fast they respond, which terms they stop arguing) and how to test them without conceding; (8) Contingency — what we do if the timetable slips, a dependency fails, or they bring in a competing bidder, with the trigger for each response.