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. I act for the buyer, so 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. Mandatory rules: cite the article of the Companies Law or the Commercial Code for any mandatory protection you rely on, and flag as needing local counsel confirmation any registration step or approval you are not certain applies to this target. 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. Mandatory rules: cite the article of the company law of that jurisdiction wherever you say a reserved matter or a minority protection is already guaranteed by statute, and flag for local counsel confirmation any protection whose statutory basis you are not certain of. 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
You are drafting for [Buyer], acquiring [100%/majority stake] of [Target Company] from [Sellers], governed by [jurisdiction] law. Facts: the purchase price or pricing mechanism agreed in principle, the structure of [Sellers]' holdings, and any condition already known to be required for closing. Draft a share purchase agreement covering: 1. The purchase price mechanism, including any completion accounts or locked-box adjustment. 2. Representations and warranties, organized by subject matter (corporate, financial, tax, employment, IP, litigation, other). 3. Indemnification, including caps, baskets, survival periods, and exclusions. 4. Conditions precedent to closing, including any regulatory or third-party consent required. 5. Closing mechanics: the deliverables each side provides at closing and the order of completion. 6. Post-closing covenants, including any restrictive covenant on [Sellers]. Mandatory rules: state a cap, basket, or survival period only where it reflects a figure actually agreed or a market standard you can attribute to a named source, and flag it for negotiation confirmation otherwise. Cite the [jurisdiction] statute or regulatory approval requirement behind any condition precedent rather than assuming none applies.
Asset Purchase AgreementAgreementEnterpriseDraft / Generate
You are drafting for [Buyer], acquiring [describe assets/business unit] from [Seller], governed by [jurisdiction] law. Facts: the assets and liabilities included in the transaction, the employees affected, and the material contracts to be assigned. Draft an asset purchase agreement covering: 1. Asset schedules, itemized clearly enough to identify what is and is not being acquired. 2. Excluded liabilities, stated precisely so [Buyer] does not inherit an obligation by implication. 3. Employee transfers, including whether [jurisdiction]'s automatic transfer rules, if any, apply. 4. Contract assignments, including which contracts require third-party consent to assign. 5. Purchase price allocation across asset classes, and its tax consequence for each party. 6. Transition services, if [Seller] will support the business post-closing, and for how long. Mandatory rules: state whether an automatic employee transfer rule applies under [jurisdiction] law only if you can cite the specific statute, and flag it for confirmation otherwise, since misstating this exposes [Buyer] to unplanned liability. Flag any contract assignment restriction you cannot confirm from the contract itself.
Due Diligence Request ListChecklistAdvancedCompliance / Due Diligence
You are preparing a due diligence request list for the acquisition of [Target Company] in the [industry] sector. Facts: the deal structure, share purchase or asset purchase, and the acquirer's principal areas of concern, if any have already been flagged. Deliverables, as one categorized checklist: 1. Corporate documents: constitutional documents, minute books, share registers, and corporate approvals. 2. Financials: audited accounts, management accounts, and any outstanding debt or contingent liabilities. 3. Material contracts: customer, supplier, and financing agreements above a threshold you should state as a placeholder for the client to set. 4. Intellectual property: registrations, licences in and out, and any pending disputes. 5. Real property: owned and leased premises, and any encumbrances. 6. Employment: contracts, benefit plans, and any pending claims or terminations. 7. Litigation: current, threatened, and settled disputes with financial exposure noted. 8. Regulatory compliance and IT and data: licences held, past violations, and data protection posture relevant to the [industry] sector. Mandatory rules: where an item depends on a document you have not seen, list it as a request rather than assuming its content. Note that this checklist is a starting point for a qualified lawyer to tailor to the specific transaction, not a complete diligence scope on its own.
Due Diligence ReportReportExpertSummarize / Extract
You are preparing a legal due diligence report on [Target Company] for [Client]. Facts: the documents and disclosures reviewed, the proposed deal structure, and any areas [Client] has asked you to prioritize. Deliverables: 1. An executive summary of key findings, written for a reader who has not seen the underlying documents. 2. Material risks identified, grouped by category: corporate, commercial, employment, litigation, regulatory, IP, or other. 3. Red flags requiring attention before signing, each with the specific document or clause it comes from. 4. A risk rating, high, medium, or low, for each finding, with the reasoning in one or two lines. 5. Recommended mitigation measures: what can be fixed pre-completion, and what should instead become a warranty, indemnity, or price adjustment. 6. Suggested deal protections, mapped to the specific risks they address. Mandatory rules: quote or cite the specific clause, document, or disclosure a finding relies on, do not summarise a risk from memory of the document type in general. Flag anything you could not verify from the materials provided rather than stating it as fact. This report is a drafting aid for [Client]'s legal team to review, not a substitute for a qualified lawyer's sign-off.
Shareholders AgreementAgreementExpertDraft / Generate
You are drafting for [Company] and its shareholders, [shareholders with ownership percentages], governed by [jurisdiction] company law. Facts: each shareholder's stake, whether any shareholder holds a board seat by right, and any exit already contemplated. Draft a shareholders agreement covering: 1. Board composition, including each shareholder's right to appoint or remove a director. 2. Reserved matters requiring shareholder consent above the statutory threshold, listed individually. 3. Transfer restrictions: right of first refusal, tag-along, and drag-along, with the trigger and mechanics of each. 4. Dividend policy and any restriction on distributions. 5. Deadlock resolution, including the mechanism if the board or shareholders cannot agree. 6. Exit mechanisms, including any put or call option and how it is priced. Mandatory rules: cite the specific provision of [jurisdiction] company law that any reserved matter or transfer restriction relies on for enforceability, rather than assuming a restriction is enforceable as drafted. Flag any tax or regulatory consequence of the exit mechanisms you cannot confirm under [jurisdiction] law.
Investment Agreement (Venture Capital)AgreementExpertDraft / Generate
You are drafting a Series [A/B/C] investment agreement for [Investor] to invest [amount] in [Company] at a pre-money valuation of [amount]. Facts: the investment amount and valuation stated above, the security type, preferred shares unless stated otherwise, and the size of the option pool, if any, to be carved out pre-money. Deliverables, as sections of one agreement: 1. Investment terms: the amount invested, the valuation, the resulting ownership percentage, and closing conditions. 2. Preferred share rights: dividend rights, conversion rights, and any redemption rights. 3. Anti-dilution protection: the formula, full ratchet or weighted average, and the events that trigger it. 4. Liquidation preference: the multiple, whether it is participating or non-participating, and the seniority stack if other preferred rounds exist. 5. Board seat and governance: the number of seats [Investor] receives, and any board observer rights. 6. Protective provisions: the matters requiring [Investor]'s consent, listed individually rather than as a general veto. 7. Information rights and any pro rata or pre-emption rights on future rounds. Mandatory rules: do not state a specific tax treatment or securities law exemption as settled, flag it for confirmation by qualified local counsel instead. This is a drafting aid for a qualified lawyer to review, not investment or legal advice to either party.
Merger AgreementAgreementEnterpriseDraft / Generate
You are drafting for [Company A or Company B, as instructed], in the [merger/amalgamation] of [Company A] and [Company B], governed by [jurisdiction] law. Facts: the exchange ratio agreed in principle, the surviving entity, and the regulatory approvals known to be required. Draft a merger agreement covering: 1. The exchange ratio and the mechanics of converting shares in the merger. 2. Representations and warranties of each party, organized by subject matter. 3. Covenants governing the conduct of each business between signing and closing. 4. Closing conditions, including shareholder approval and any regulatory clearance required. 5. Termination rights, including the circumstances under which either party may walk away. 6. Break fees, including the amount and the triggering events. 7. Regulatory approval requirements, and the filings each party must make. Mandatory rules: cite the specific competition, foreign investment, or sector regulator whose clearance is required under [jurisdiction] law rather than assuming none is needed. Flag any break fee amount or termination trigger you cannot attribute to a term actually agreed, rather than inserting a market-standard figure as fact.
Escrow AgreementAgreementAdvancedDraft / Generate
You are drafting for the party instructing you in [M&A transaction], governed by [jurisdiction] law. Facts: the amount to be escrowed of [amount], the identity of [Escrow Agent], and [Seller's] indemnification obligations the escrow is meant to secure. Draft an escrow agreement covering: 1. The escrow amount, funding mechanics, and the term for which it is held. 2. Release conditions, including the events that release funds to each side. 3. Claim procedures: how a claim against the escrow is made, notified, and disputed. 4. Investment instructions for the escrowed funds pending release. 5. The Escrow Agent's fees and who bears them. 6. Dispute resolution if the parties disagree on a release. Mandatory rules: quote the indemnification clause of the underlying [M&A transaction] agreement that the escrow is securing, rather than describing it in general terms. Flag any conflict between the escrow terms and the underlying agreement rather than resolving it by assumption. Cite the clause of the underlying agreement or the named rule behind any release condition, agent duty or statutory requirement you rely on, and flag anything you cannot attribute for the parties' counsel to confirm.
Disclosure LetterMemoExpertDraft / Generate
You act for [Seller], disclosing against the representations and warranties in the [SPA/Asset Purchase Agreement] with [Buyer], governed by [jurisdiction] law. Facts: the representations and warranties given in the [SPA/Asset Purchase Agreement], and the facts, contracts, or circumstances [Seller] must disclose against each. Draft a disclosure letter covering: 1. General disclosures that qualify every representation and warranty. 2. Specific disclosures, cross-referenced to the exact representation or warranty each one qualifies. 3. A schedule of material contracts, cross-referenced to the relevant representation. 4. Exceptions to warranties, stated precisely enough to limit [Seller]'s liability to what is actually disclosed. 5. Confirmation of what was made available to [Buyer] in the data room and when. Mandatory rules: quote the specific representation or warranty number from the [SPA/Asset Purchase Agreement] against which each disclosure is made, rather than disclosing generally. Flag any disclosure that depends on a fact [Seller] has not confirmed, rather than stating it as settled.
Transition Services AgreementAgreementAdvancedDraft / Generate
You are drafting for [Buyer/Seller, as instructed], governed by [jurisdiction] law. Facts: the services [Seller] will provide to [Buyer] post-closing ([IT/HR/Finance/other]), the duration of [duration], and the personnel or systems involved. Draft a transition services agreement covering: 1. Service descriptions, scoped by category, so each service and its boundaries are clear. 2. Service levels and the remedy if a service level is missed. 3. Fees, including the basis for calculating them and the payment schedule. 4. Personnel access and the security or confidentiality controls around it. 5. Data migration: format, timing, and confirmation that migrated data is complete. 6. Termination rights, including termination for convenience and the wind-down period. Mandatory rules: flag any service level or fee that depends on information not yet provided, rather than filling it in with an assumed figure. State that [jurisdiction] law governs this agreement only if that has actually been agreed, and flag the point for confirmation if it is unclear which law applies.
Earnout Provisions DraftingAgreementExpertDraft / Generate
You are drafting [M&A agreement] earnout provisions on behalf of the party instructing you, governed by [jurisdiction] law. Facts: the earnout metric proposed (revenue/EBITDA/other), the measurement period, and the accounting principles the parties intend to use. Draft earnout provisions where [Seller] may receive up to [amount] based on [Target's] post-closing performance, covering: 1. The earnout metric, defined precisely enough to be calculated without further negotiation. 2. Measurement periods and the date by which each calculation must be delivered. 3. Accounting principles applied to the calculation, and how a change in accounting standard is handled. 4. Operating covenants restricting the buyer's conduct of [Target's] business during the earnout period, framed to prevent manipulation of the metric. 5. The process for [Seller] to review and dispute the calculation. 6. Dispute resolution if the parties cannot agree on the figure. Mandatory rules: define the earnout metric by reference to a specific accounting standard or defined term rather than a general description, since an undefined metric is the most litigated earnout term. Flag any ambiguity between the operating covenants and the buyer's ordinary conduct of the business rather than resolving it by assumption. Cite the accounting standard or contractual provision behind any measurement rule you rely on, and do not describe an earnout term as market standard unless you can attribute that to a named source; flag it for confirmation instead.
Carve-Out Transaction MemoMemoEnterpriseStrategy / Scenario
You are preparing a strategy memo for [Parent Company], which is planning to carve out and sell [Business Unit]. Facts: the current legal structure holding [Business Unit], the shared services it relies on today, and the target completion timeline. Deliverables: 1. Legal entity restructuring: the steps needed to separate [Business Unit] into a standalone entity or transferable asset package, sequenced to avoid triggering unwanted tax or change of control consequences. 2. Separation of shared services: which functions [Business Unit] currently shares with [Parent Company], and whether each should be transferred, replicated, or covered by a transition services agreement. 3. IP and contract assignments: which agreements and IP assets need novation or assignment, and where counterparty consent is required. 4. Employee transfers: the mechanism for moving affected staff, and the jurisdictions where automatic transfer rules or consultation obligations apply. 5. Tax structuring considerations, flagged as an area for input from tax counsel rather than resolved here. 6. Regulatory considerations: any filing, notification, or antitrust clearance the carve out or subsequent sale may trigger. 7. A sequencing timeline showing dependencies between the steps above. 8. Open risks that could delay completion, ranked by likelihood and impact. Mandatory rules: do not state that a specific transfer rule, tax treatment, or regulatory filing applies without naming the source, mark it for confirmation by qualified local and tax counsel instead. This memo is a planning aid for [Parent Company]'s legal team, not a substitute for jurisdiction-specific advice.
Shareholder Agreement Key TermsAgreementEnterpriseDraft / Generate
Act as counsel advising one shareholder in the negotiation, under the law of [jurisdiction]. Draft key terms for a shareholder agreement among [number] shareholders of [company], covering: 1. Governance rights: voting thresholds and information rights. 2. Board composition and appointment rights. 3. Reserved matters requiring shareholder consent. 4. Transfer restrictions: tag-along, drag-along, and right of first refusal. 5. Anti-dilution protections. 6. Dividend policy. 7. Deadlock resolution mechanisms. 8. Exit mechanisms, including buy-out and put/call options. Mandatory rules: do not state that a mechanism, such as a drag-along threshold or anti-dilution formula, reflects market standard without flagging it as a drafting assumption. Flag any term whose enforceability depends on [jurisdiction] company law you cannot confirm, and mark numeric thresholds as placeholders for negotiation rather than fixed figures.
Contract Comparison Diff for Redline ReviewReportAdvancedReview / Redline
Act as counsel for [our side]. 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, quote the before and after language rather than describing it, 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]. Mandatory rules: quote the wording of each change from both versions rather than summarising it. Do not call an adjustment market standard, or state a legal consequence of it, unless you can attribute that to a named source; flag it for confirmation instead.
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. Do not state a deadline, valuation or figure as confirmed unless I gave it to you; flag anything else as [CONFIRM].