Prompts

Prompts de IA jurídica para Corporate Governance

16 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 Transfer Consents in an ADGM CompanyChecklistAdvancedCompliance / Due Diligence

  I act for [the transferring shareholder / the company]. For a company limited by shares registered in [ADGM / DIFC], a shareholder wants to transfer [percentage]% to [an existing shareholder / a third party].
  Produce a consent and filing checklist:
  1. Which consents are required (board, shareholders, or both) and where that requirement comes from: the regulations, the model articles, or the company's own articles.
  2. Pre-emption rights: whether they apply by default, how they are waived, and the notice periods.
  3. The register and filing steps with the registration authority, in order, with the deadline for each.
  4. Any regulatory approval triggered by the identity of the transferee or the size of the stake.
  5. The documents to be signed on completion, listed as a closing checklist.
  Mandatory rules: name the specific regulation and section for each requirement, and do not cite one you cannot name precisely. State clearly where the answer depends on the company's own articles rather than the default rule, and tell me exactly which article to read. Where you are not certain a requirement applies, say so rather than assuming it. Do not answer for onshore UAE unless I ask.

• Board ResolutionMemoStandardDraft / Generate

  Acting as counsel for [Company], draft board resolutions to approve [describe matter: contract signing/officer appointment/dividend declaration/share issuance/other]. Include recitals, resolved clauses, authorization of officers to execute, and compliance with the articles of association. Produce it as a signature-ready resolution document. Quote the specific article of the articles of association you rely on for authority, rather than asserting the board has power to act without a source.

• Shareholders ResolutionMemoStandardDraft / Generate

  Draft shareholders resolutions for [Company] to approve [describe matter: director election/capital increase/amendment to articles/merger/other]. State the notice requirement, the quorum needed, and the voting majority that applies to this type of resolution.
  
  Produce the resolution text ready for the shareholders to sign, plus a short compliance note confirming it meets [Company]'s governing company law.
  
  Do not state a specific notice period, quorum, or majority as settled unless you name the statute or article of association it comes from, flag it for confirmation instead.

• Board Committee CharterPolicyAdvancedDraft / Generate

  You are drafting for [Company's] board, governed by [jurisdiction] corporate law and, if applicable, [stock exchange/regulator] listing rules.
  Facts: the committee being chartered ([Audit/Compensation/Nomination/Risk]), the size of the board, and any existing governance code the company follows.
  Draft a committee charter covering:
  1. Purpose and scope of the committee's mandate.
  2. Composition requirements, including committee size and any requirement that members sit on the full board.
  3. Independence standards for committee members.
  4. Duties and responsibilities, listed individually rather than as a general grant of authority.
  5. Meeting frequency and quorum.
  6. Reporting obligations to the full board.
  7. Authority to retain outside advisors, and who bears the cost.
  Mandatory rules: cite the specific listing rule, governance code provision, or statute behind each independence or composition requirement rather than stating it as a general best practice. Flag any requirement under [jurisdiction] law or [stock exchange/regulator] rules you cannot confirm.

• Corporate Governance PolicyPolicyAdvancedDraft / Generate

  You are drafting for [Company], governed by [jurisdiction] corporate law and [applicable governance code].
  Facts: the company's board size and structure, its listing status if any, and the governance code it follows.
  Draft a corporate governance policy covering:
  1. Board structure, including the split between executive and non-executive or independent directors.
  2. Director qualification and appointment criteria.
  3. Independence requirements for directors and how independence is assessed.
  4. Board and director evaluation process and frequency.
  5. Succession planning for the board and senior management.
  6. Shareholder engagement practices.
  7. How the policy tracks [applicable governance code], noting any point of departure and the reason for it.
  Mandatory rules: cite the specific provision of [applicable governance code] or [jurisdiction] company law behind each requirement rather than asserting a governance standard as universal. Flag any point where the company's practice departs from the code rather than presenting it as compliant by default.

• Related Party Transaction PolicyPolicyAdvancedDraft / Generate

  Act as counsel drafting a related party transactions policy for [Company]'s board.
  Facts: [Company]'s jurisdiction and listing status [jurisdiction / exchange, if listed], the committee responsible for review [audit committee / other], and the board-approval threshold [amount or percentage].
  Deliverables:
  1. Definition and identification of a related party, matching the standard used in [jurisdiction / exchange, if listed].
  2. Disclosure requirements: who discloses, when, and to whom.
  3. Approval thresholds and the escalation path from management to committee to board.
  4. The review process, including recusal of an interested director.
  5. The arm's length standard the transaction must meet and how it is evidenced.
  6. The regulatory filings or disclosures the policy must trigger under [applicable regulation].
  Mandatory rules: name the specific regulation, listing rule, or accounting standard behind each threshold and disclosure requirement. Where a threshold cannot be attributed to a named source, flag it for [Company]'s counsel to confirm before adoption.

• Director Indemnification AgreementAgreementAdvancedDraft / Generate

  Act as counsel drafting an indemnification agreement between [Company] and its directors and officers, governed by [jurisdiction] law.
  Facts: the type of proceeding the agreement should cover [litigation / investigation / regulatory action], and whether [Company] carries D&O insurance [yes/no, insurer and limits if yes].
  Deliverables:
  1. Scope of indemnification: which claims and proceedings are covered.
  2. Advancement of expenses before a matter is resolved, and the conditions for repayment if indemnification is later denied.
  3. Exclusions: the conduct that forfeits the right to indemnification under [jurisdiction] law.
  4. The interaction with any D&O insurance policy, including notice obligations.
  5. The procedure a director or officer follows to claim indemnification, and the timeline for a decision.
  Mandatory rules: cite the specific provision of [jurisdiction] corporate law that permits or limits indemnification, particularly around the excluded conduct. Where a limit cannot be traced to a named statute, flag it for [Company]'s counsel to verify before signature.

• Insider Trading PolicyPolicyAdvancedDraft / Generate

  Act as counsel drafting an insider trading policy for [public Company].
  Facts: the exchange [public Company] is listed on [exchange], and who administers pre-clearance requests [general counsel / compliance officer].
  Deliverables:
  1. Definition of material non-public information, with examples relevant to [public Company]'s business.
  2. Trading blackout periods and how they are announced.
  3. Pre-clearance requirements before any trade by an insider.
  4. The rules for adopting and operating a 10b5-1 trading plan.
  5. Prohibitions on tipping and trading on behalf of others.
  6. The consequences of a violation, both internal and regulatory.
  Mandatory rules: name the specific securities law or exchange rule behind each requirement, particularly the 10b5-1 conditions. Flag any requirement you cannot attribute to a named rule for [public Company]'s counsel to confirm rather than stating it as settled.

• Whistleblower PolicyPolicyStandardDraft / Generate

  Act as counsel drafting a whistleblower policy for [Company]. Cover: the reporting channels available, the types of concerns that are reportable, the investigation procedure, anti-retaliation protections, confidentiality commitments, and compliance with [applicable whistleblower laws]. Deliver a single adoptable policy document with numbered sections matching the list above. Do not state a whistleblower-law requirement or reporting deadline as settled unless you can name the statute or regulation behind it; flag anything you cannot source for [Company]'s counsel to verify before adoption.

• Code of ConductPolicyStandardDraft / Generate

  Act as counsel drafting a code of conduct for [Company]'s employees. Cover: ethical principles, conflicts of interest, gifts and entertainment, anti-bribery and anti-corruption rules, confidentiality, fair dealing, compliance with applicable laws, and how reports are investigated and enforced. Deliver one adoptable policy document, one numbered section per topic above. Where you reference a specific anti-bribery statute or reporting duty, name it; if you cannot identify the applicable law, flag that section for [Company]'s counsel to confirm before the policy is adopted.

• Delegation of Authority MatrixPolicyStandardDraft / Generate

  Draft a delegation of authority matrix for [Company], specifying the approval levels for contracts, capital expenditure, hiring, litigation, and other material decisions.
  
  Produce a table listing each decision type, the approval threshold, the role authorized to approve it, the escalation path if that threshold is exceeded, and the documentation required to evidence approval.
  
  Do not assume a specific approval threshold or role, leave it as a placeholder for [Company] to set, and flag any decision type where a legal or regulatory requirement, rather than internal policy, actually sets the approval level. Cite the specific legal or regulatory provision behind any approval threshold you attribute to law rather than internal policy, and flag it for confirmation where you cannot name one.

• Annual Report Governance SectionReportAdvancedDraft / Generate

  Act as counsel drafting the corporate governance section of [Company's] annual report.
  Facts: the reporting period [year], the governance code [Company's] reports against [governance code], and the board and committee structure in place during the period [describe].
  Deliverables:
  1. Board composition: size, independence, and diversity as required by [governance code].
  2. Committee activities during the period, one paragraph per committee.
  3. Director attendance at board and committee meetings.
  4. The remuneration policy and how it was applied.
  5. Risk management: the principal risks identified and how the board oversaw them.
  6. Shareholder engagement during the period.
  7. A compliance statement against [governance code], naming any provision not complied with and the reason.
  Mandatory rules: state a compliance or non-compliance position only where you can point to the specific provision of [governance code] it answers. Flag any gap in the facts supplied rather than assuming compliance.

• ESG Policy FrameworkPolicyAdvancedDraft / Generate

  Act as counsel drafting an ESG policy framework for [Company].
  Facts: the sector-specific risks material to [Company]'s business [describe].
  Deliverables:
  1. Environmental commitments, stated as measurable targets where possible.
  2. Social responsibility commitments covering the workforce and the communities [Company] operates in.
  3. Governance standards for how ESG performance is overseen at board level.
  4. Stakeholder engagement: who is consulted and how often.
  5. Sustainability reporting: the metrics tracked and the reporting cadence.
  6. Alignment with [applicable ESG standards/frameworks like TCFD, GRI], naming the specific disclosure each commitment maps to.
  Mandatory rules: attribute every disclosure requirement to the named standard or framework it comes from. Where a target or metric is not yet fixed, flag it as to-be-confirmed rather than inventing a figure.

• Board Resolution TemplateMemoAdvancedDraft / Generate

  Act as counsel to [Company]'s board drafting a resolution for [approval of transaction/appointment/policy change], under [jurisdiction] corporate law.
  Facts: the date of the board meeting [date] and the quorum present [describe, if relevant].
  Deliverables:
  1. Recitals stating the background to the resolution.
  2. The resolved clauses, stated as formal resolutions the board adopts.
  3. Authorization details: who is authorized to act on the resolution and within what limits.
  4. Signature blocks matching [jurisdiction]'s formality requirements for a valid resolution.
  Mandatory rules: cite the specific provision of [jurisdiction] corporate law that sets the formality requirements you apply. Flag any requirement you cannot attribute to a named source rather than assuming standard practice applies.

• Regulatory Filing ChecklistChecklistStandardCompliance / Due Diligence

  Act as counsel advising a [company type] on regulatory compliance in [jurisdiction]. Create a checklist covering: annual filings and their deadlines, notifications required on changes to directors, officers or registered details, beneficial ownership disclosures, financial reporting deadlines, and the penalties for late or missed submission. Return it as a checklist I can track against a compliance calendar. Cite the specific statute or regulator rule behind each filing requirement; where you cannot identify the source, mark the item for confirmation with local counsel rather than listing it as confirmed.

• Board Pre-Read on a Legal MatterMemoStandardDraft / Generate

  Act as General Counsel. Draft a board pre-read memo on [describe the legal matter]. Structure it as: the decision the board is being asked to make, background in three sentences or less, the legal exposure in plain terms, the options with the trade-off of each, management's recommendation, and what happens on the current timeline if the board takes no action. Do not state the legal exposure as a certainty; where the outcome turns on a fact or ruling you cannot confirm, say so and mark it [CONFIRM] rather than presenting it as decided. Write for directors who are not lawyers; define any legal term you cannot avoid using.

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