# AgentCounsel

> AgentCounsel is an open, Markdown-native, platform-agnostic legal skills library. Each skill is a structured workflow that produces draft legal work product for review by a licensed attorney. It does not provide legal advice.

## Purpose

AgentCounsel gives AI agents and legal professionals a consistent, reviewable way to draft and triage legal work. Each skill defines how to scope a task, what inputs to gather, how to structure the output, and what a supervising attorney must verify. The library supplies process and structure, not the law itself, and is jurisdiction-agnostic. Every output is draft legal work product; a licensed legal professional must review and adopt it before it is relied upon.

## Practice areas

- Legal Research: Turning research questions into structured, verifiable memos.
- Litigation: Matter intake, chronologies, demand letters, subpoena triage, depositions, legal holds, privilege logs, claim charts, and brief drafting.
- Contracts: NDAs, commercial contracts, redlines, and statements of work.
- Corporate: Board minutes, written consents, closing checklists, due-diligence review, and entity compliance.
- Employment: Terminations, worker classification, hiring, internal investigations, protected leave, severance, and workplace policies.
- Privacy: Data processing agreements, impact assessments, data subject requests, and policy gaps.
- Product Legal: Launch review, marketing claims, terms of service, and AI features.
- Regulatory: Enforcement risk, rule-change summaries, and compliance gaps.
- AI Governance: AI use-case intake, vendor terms, model risk, and AI policies.
- Intellectual Property: Trademark triage, infringement triage, cease-and-desist response, patent and invention triage, DMCA, and open-source licensing.
- Financial Crime / AML: KYC onboarding review and sanctions / PEP / adverse-media screening review.
- Real Estate: Commercial lease abstraction and review, amendment reconciliation, purchase and sale agreement review, title and survey objections, diligence and closing checklists, estoppel and SNDA review, and zoning issue-spotting.
- Mergers & Acquisitions: LOI and term-sheet review, acquisition diligence, purchase-agreement and disclosure-schedule review, indemnity and escrow analysis, third-party consents, and closing and post-closing tracking.
- Antitrust / Competition: Antitrust risk intake, competitor-collaboration and information-sharing review, pricing-algorithm and distribution-restraint review, merger issue-spotting, gun-jumping checklists, and compliance-policy review.
- Securities / Capital Markets: Private and public offerings, exemption issue-spotting, offering-document and risk-factor review, SEC filing consistency, Form D and blue-sky tracking, investor-rights and insider-trading review, beneficial-ownership triage, and capital-markets closings.
- Tax: Tax issue intake, entity classification facts, transaction tax diligence, sales/use tax nexus triage, employment-tax intake, contract tax-provision review, document organization, international tax issue-spotting, and crypto tax intake.
- Bankruptcy / Restructuring: Bankruptcy and creditor-claim intake, proof-of-claim checklists, automatic-stay and preference issue-spotting, executory-contract review, distressed-M&A diligence and asset-sale checklists, restructuring term-sheet review, plan and disclosure-statement issue-spotting, and DIP financing issue-spotting.
- Insurance: Insurance policy summaries, coverage issue-spotting, claim chronologies, reservation of rights and tender review, coverage-position outlines, bad-faith risk triage, certificate of insurance and contract insurance-requirements review, subrogation and recovery tracking, and renewal and placement diligence checklists.
- Trusts & Estates: Estate-planning intake, estate-document summaries, probate document checklists, trust administration and post-death task tracking, fiduciary-duty issue-spotting, beneficiary-designation review, asset and liability inventories, capacity and undue-influence facts organization, estate-litigation chronologies, trust-funding checklists, and estate-tax issue intake.
- Family Law: Family-law matter and divorce intake, custody and parenting facts chronologies and schedule organization, custody-order review, child-support and spousal-support facts intake, asset/debt schedules, settlement-agreement issue-spotting, discovery tracking, hearing preparation, and domestic-violence safety referral.
- Legal Methodology: Cross-cutting analytical disciplines: source validation, citation integrity, assumption audit, hallucination red-team, attorney-review gating, privilege/confidentiality, legal prose, and format compliance.
- Legal Operations: Templated legal responses, meeting briefings, and signature-routing checks.
- Setup: Cold-start interviews that configure AgentCounsel for a practice group.

## Top-level links

- Skill index: skill-index.html
- Practice area pages: practice-areas/
- Platform setup: platforms/index.html
- Full skill data: llms-full.txt
- Canonical skill library (repository): skills/
- Core operating rules (repository): core/

## Skill index summary

- [Legal Research] Authority Synthesis: Use when synthesizing a rule statement from multiple judicial opinions (and, where relevant, statutory or secondary sources) for a single Question Presented, producing a structured synthesis with explicit majority-and-minority handling, a temporal-confidence pass for older authority, and a Holding / Relevance / Weight block per authority — capped at the smallest set that supports the rule.
- [Legal Research] Case Brief: Use when producing a structured brief of a single judicial opinion for attorney review, extracting the facts, procedural posture, issue, holding, reasoning, rule, and weight in a fixed template — with every slot tied to a specific passage in the provided opinion and the case verified against `connectors/courtlistener.md` where applicable.
- [Legal Research] Legal Research Memo: Use when producing a structured legal research memo in response to a specific legal question, organizing analysis using IRAC discipline (Question Presented, Brief Answer, Facts, Assumptions, Discussion/Analysis, Conclusion) with explicit sourcing requirements and attorney verification checkpoints.
- [Legal Research] Regulatory History Tracer: Use when tracing the amendment history of a specific CFR section — what the text said on a given date, which Federal Register rulemakings amended it, and what version was in effect at a specific point in time — producing a date-stable history table for attorney review, verified through `connectors/ecfr.md` and `connectors/federal-register.md`.
- [Legal Research] Research Plan: Use when scoping a legal-research task before any research is conducted, producing a research roadmap of statute leads, case-law areas, search terms, and source-hierarchy targets — with no citations and no analysis — so the attorney can approve the scope before authority is gathered.
- [Litigation] Brief Section Drafter: Use when drafting a single section of a litigation brief — such as a statement of facts, argument section, standard of review, or conclusion — that is cited to the record, consistent with the case theory, and fully flagged for attorney verification before filing.
- [Litigation] Claim Chart: Use when building an element-by-element claim chart — mapping patent claim limitations or the elements of a civil cause of action or affirmative defense against evidence — to produce a structured gap analysis for attorney review.
- [Litigation] Demand Letter: Use when drafting a demand letter for attorney review — running a structured intake, a pre-draft risk gate, and a draft with every legal conclusion, damages figure, and deadline flagged for attorney confirmation before sending.
- [Litigation] Deposition Preparation: Use when building a structured deposition outline from the case theory, witness profile, and documentary record to produce a focused, attorney-ready map for taking or defending a deposition.
- [Litigation] Legal Hold: Use when preparing a litigation hold notice and preservation-scope summary — issuing a new hold, refreshing an existing one, or releasing a closed one — as draft legal work product for attorney review before distribution to custodians.
- [Litigation] Litigation Chronology: Use when building a factual timeline for litigation from provided source documents, producing a structured chronology table with citations, disputed/undisputed flags, and gap analysis for attorney review.
- [Litigation] Matter Intake: Use when opening a new litigation or dispute matter to produce a structured intake summary capturing parties, claims, jurisdiction, key dates, and immediate action flags for attorney review.
- [Litigation] Privilege Log Review: Use when conducting a first-pass review of a privilege log to sort entries into three tiers — confidently privileged, uncertain (flagged for attorney decision), and recommend-remove — so attorney review time focuses on the entries that require judgment.
- [Litigation] Subpoena Triage: Use when an incoming subpoena has been received to produce a structured triage summary identifying the compliance deadline, scope, objections, privilege issues, preservation obligations, and internal notification requirements for immediate attorney review.
- [Contracts] Contract Risk Review: Use when reviewing a general commercial contract — such as a master services agreement, vendor agreement, supplier contract, or professional services agreement — to produce a structured risk assessment and prioritized issue list for attorney review.
- [Contracts] NDA Review: Use when reviewing a non-disclosure or confidentiality agreement to produce a triage rating (route, flag, or stop), a structured risk summary, and prioritized redline points for attorney review.
- [Contracts] Redline Summary: Use when summarizing the substantive changes between two versions of a contract, a set of tracked changes, or a base agreement plus a series of amendments — to produce a change-by-change table and narrative of the most material shifts for attorney review.
- [Contracts] SOW Review: Use when reviewing a statement of work or work order to assess scope clarity, deliverables, acceptance criteria, timeline, pricing, and — critically — consistency with the governing master agreement.
- [Contracts] Vendor Agreement Status: Use when assembling a consolidated status report of the agreements in place with a given vendor — what is executed, current, expired, or missing — with a gap analysis, upcoming dates, and surviving obligations for attorney review.
- [Corporate] Board Minutes: Use when drafting minutes of a board of directors or board-committee meeting as a corporate record, producing a structured draft for attorney review.
- [Corporate] Closing Checklist: Use when building or updating a transaction closing checklist — conditions precedent, closing deliverables, and pre-closing actions — and identifying what is blocking a deal closing, as draft work product for attorney review.
- [Corporate] Diligence Issue Extraction: Use when reviewing provided due-diligence documents for an M&A or investment transaction to extract material issues into a structured, severity-sorted issues memo for attorney review.
- [Corporate] Entity Compliance Review: Use when organizing and reviewing an organization's corporate-entity compliance status — periodic filings, registered-agent status, and good standing — into a structured review that flags overdue, due-soon, and unknown items as draft work product for attorney review.
- [Corporate] Material Contract Schedule: Use when building the disclosure schedule that lists contracts meeting a transaction agreement's definition of \"Material Contract,\" producing a draft for attorney review before it is delivered as an exhibit.
- [Corporate] Written Consent: Use when drafting a board or board-committee action by written consent in lieu of a meeting to produce a structured draft for attorney review.
- [Employment] Employee Policy Review: Use when reviewing an employee handbook or individual workplace policy — or a proposed change to one — for clarity, internal consistency, completeness, and legal risk flags requiring attorney and jurisdiction-specific review.
- [Employment] Hiring Review: Use when reviewing an employment offer letter (and any restrictive-covenant exhibits) against the candidate's actual work jurisdiction and the employer's standard hiring practices to produce a structured draft review memo with a verdict, for attorney review.
- [Employment] Internal Investigation: Use when supporting an attorney-directed internal investigation to track evidentiary coverage, connect evidence to issues, and draft a privileged investigation memorandum and audience-specific summaries as draft work product for attorney review.
- [Employment] Protected Leave Review: Use when organizing and reviewing a protected-leave situation to identify the leave frameworks that may apply, surface procedural obligations and deadlines requiring verified research, and flag adverse-action exposure — producing draft legal work product for attorney review.
- [Employment] Severance Review: Use when reviewing a severance or separation agreement to produce a structured analysis of consideration, release scope, restrictive covenants, and open legal issues for attorney review.
- [Employment] Termination Risk: Use when organizing and reviewing the facts surrounding a proposed employee termination so an attorney can assess legal risk before the termination occurs.
- [Employment] Wage and Hour Question Triage: Use when a specific wage-and-hour or related employment question — such as overtime eligibility, exemption status, break entitlements, final-pay timing, paid-time-off payout, or leave eligibility — needs to be structured and analyzed against verified, jurisdiction-specific rules, producing a draft analysis for attorney review.
- [Employment] Worker Classification: Use when organizing the facts of a proposed worker engagement and structuring an analysis of whether the worker should be classified as an employee or an independent contractor, producing a draft classification analysis memo for attorney review.
- [Privacy] DPA Review: Use when reviewing a data processing agreement (DPA) or data processing addendum to produce a structured risk summary and prioritized issues for attorney review.
- [Privacy] DSAR Workflow: Use when an organization receives a data subject access request (or any data subject rights request) and needs a structured triage, handling record, and response plan for attorney review.
- [Privacy] Privacy Impact Assessment: Use when drafting an internal privacy impact assessment for a new or changed processing activity to document the data involved, design-linked risks, policy consistency, and mitigations for privacy-counsel review.
- [Privacy] Privacy Policy Gap Review: Use when reviewing a published privacy policy or privacy notice to identify gaps, internal inconsistencies, and discrepancies between what the policy says and the organization's described actual data practices.
- [Product Legal] AI Feature Review: Use when conducting a legal issue-spotting review for a product feature that uses AI or machine learning to produce a structured issues register and recommendations for attorney review.
- [Product Legal] Launch Review: Use when conducting a pre-launch legal issue-spotting review for a new product or feature to produce a structured issues register and a draft go/hold/conditions recommendation for attorney sign-off.
- [Product Legal] Marketing Claims Review: Use when reviewing marketing or advertising copy for legal risk to produce a claim-by-claim analysis, substantiation requirements, and flagged disclosures for attorney review.
- [Product Legal] Terms of Service Review: Use when reviewing a terms of service or terms of use document to produce a structured risk summary, issues table, and prioritized recommendations for attorney review.
- [Regulatory] Compliance Gap Matrix: Use when mapping a set of regulatory or framework requirements against an organization's current controls to surface gaps, prioritize remediation, and produce an attorney-ready draft gap analysis.
- [Regulatory] Compliance Program Tracker: Use when building an ongoing compliance-program tracker for a framework — mapping requirements to controls, owners, and evidence, building an audit calendar, and surfacing evidence gaps and remediation items for attorney review and audit readiness.
- [Regulatory] Enforcement Risk Memo: Use when structuring a memo that assesses potential enforcement exposure for a described practice, conduct, or set of facts, to produce attorney-ready draft analysis for review.
- [Regulatory] Rule Change Summary: Use when summarizing a regulatory rule change, proposed rule, or official guidance document and its practical impact on an organization, based on the actual document provided.
- [AI Governance] AI Use Case Intake: Use when a new or modified AI/ML use case needs to be documented and triaged so legal, compliance, and governance teams can assess risk and route it to the right specialists.
- [AI Governance] AI Vendor Terms Review: Use when reviewing the terms of service, API agreement, or usage policies of an AI vendor or AI-enabled service to produce a structured risk summary and prioritized redline points for attorney review.
- [AI Governance] Employee AI Policy: Use when reviewing a draft internal employee AI-use policy — or drafting review criteria when no policy exists — to identify gaps, inconsistencies, and priority issues for attorney and HR review.
- [AI Governance] Model Risk Triage: Use when triaging the legal and governance risk of a specific AI model or AI system before or during deployment, to produce a structured risk register and recommended controls for attorney and governance review.
- [Intellectual Property] Cease and Desist Response: Use when a client has received a cease-and-desist letter or similar IP demand and needs a structured triage memo — covering the assertion, exposure, response options, and immediate actions — for attorney review before responding.
- [Intellectual Property] DMCA Takedown: Use when preparing a takedown notice for infringing content or evaluating a takedown notice received against the user's content, including whether a counter-notice may be appropriate.
- [Intellectual Property] Infringement Triage: Use when a client needs a first-pass, structured triage of a potential intellectual property infringement issue — identifying the key factors, flagging their direction, and routing to IP counsel — without concluding whether infringement occurred.
- [Intellectual Property] Invention Disclosure Intake: Use when a user wants a structured first-pass screen of a proposed invention to assess whether it warrants patent-counsel attention, with filing-deadline urgency flagging.
- [Intellectual Property] Open Source License Review: Use when reviewing the open-source licenses present in or proposed for a project to identify compliance obligations and flag compatibility or disclosure risks for attorney review.
- [Intellectual Property] Patent Freedom-to-Operate Triage: Use when a user needs a structured first-pass review of potential patent blocking issues for a product, process, or feature against a set of identified patents, to flag risk areas and route findings to patent counsel for a formal freedom-to-operate opinion.
- [Intellectual Property] Trademark Clearance Triage: Use when a user wants a preliminary triage of a proposed brand name, product name, or logo before engaging trademark counsel for a formal clearance search.
- [Financial Crime / AML] KYC Onboarding Review: Use when reviewing a client or investor onboarding packet to inventory documents, extract KYC fields, apply the firm's KYC/AML rules grid, propose a customer risk rating, and assemble an escalation packet for compliance and attorney review.
- [Financial Crime / AML] Sanctions Screening Review: Use when reviewing sanctions, PEP, or adverse-media screening results for named parties to compare identifiers, classify each potential match by confidence, separate likely false positives from genuine hits, and recommend a disposition for compliance and attorney review.
- [Real Estate] Closing Deliverables Tracker: Use when building a closing checklist of deliverables for a real estate transaction, tracking responsible party, status, and dependencies.
- [Real Estate] Commercial Lease Review: Use when reviewing a commercial lease from a specified party's perspective to spot business and legal issues and produce a risk matrix for attorney review.
- [Real Estate] Estoppel and SNDA Review: Use when reviewing tenant or landlord estoppel certificates, SNDAs, and recognition agreements, and comparing them against the lease where provided.
- [Real Estate] Lease Abstract: Use when extracting the key business and legal terms of a commercial lease into a structured, source-cited abstract for attorney review.
- [Real Estate] Lease Amendment Reconciliation: Use when reconciling a base lease against its amendments, side letters, assignments, and related documents to determine the current controlling terms.
- [Real Estate] Purchase and Sale Agreement Review: Use when reviewing a real estate purchase and sale agreement from a specified party's perspective to spot issues and produce a risk matrix for attorney review.
- [Real Estate] Real Estate Diligence Checklist: Use when generating a tailored real estate due-diligence checklist based on the transaction type, property type, jurisdiction, party role, and document set.
- [Real Estate] Title and Survey Objection Tracker: Use when organizing title commitment exceptions and survey matters into a tracked, source-cited objection list for attorney review.
- [Real Estate] Zoning and Use Restriction Issue Spotter: Use when issue-spotting zoning, permitted-use, recorded-restriction, and use-clause concerns from provided materials and producing questions for local counsel.
- [Mergers & Acquisitions] Acquisition Diligence Request List: Use when generating a tailored M&A due-diligence request list, organized by workstream, for a buyer or seller in an acquisition.
- [Mergers & Acquisitions] Data Room Index Review: Use when reviewing an M&A data room index or file list to identify missing diligence categories, coverage gaps, and follow-up requests for attorney review.
- [Mergers & Acquisitions] Indemnity and Escrow Risk Review: Use when analyzing the indemnification and escrow architecture of an M&A purchase agreement — survival, caps, baskets, escrow, and recovery mechanics — for attorney review.
- [Mergers & Acquisitions] Integration Legal Issues Checklist: Use when generating a legal integration checklist after signing or closing an M&A transaction, organized by workstream for legal and business owners.
- [Mergers & Acquisitions] LOI and Term Sheet Review: Use when reviewing a letter of intent, term sheet, or indication of interest for an M&A transaction to surface the deal terms, the binding-versus-non-binding provisions, and negotiation issues for attorney review.
- [Mergers & Acquisitions] M&A Closing Deliverables Tracker: Use when building a closing checklist of deliverables for an M&A transaction, tracking responsible party, status, dependencies, and signature and delivery needs.
- [Mergers & Acquisitions] Post-Closing Obligations Tracker: Use when extracting and organizing the post-closing covenants and obligations from an M&A acquisition agreement and its ancillary documents into a tracked, source-cited obligation list.
- [Mergers & Acquisitions] Purchase Agreement Issue List: Use when reviewing an M&A purchase agreement — a merger, stock purchase, asset purchase, or membership-interest purchase agreement — from a buyer or seller perspective to produce an issue list and risk matrix for attorney review.
- [Mergers & Acquisitions] Reps and Warranties Disclosure Schedule Review: Use when comparing the representations and warranties in an M&A purchase agreement against the disclosure schedules to surface gaps, mismatches, and unresolved items for attorney review.
- [Mergers & Acquisitions] Third-Party Consents and Assignment Review: Use when identifying contractual consent, notice, change-of-control, and anti-assignment issues from M&A diligence contracts or summaries, organized into a consent tracker for attorney review.
- [Antitrust / Competition] Antitrust Compliance Policy Review: Use when reviewing a company's antitrust compliance policy and supporting program (training, dawn-raid protocol, document-creation guidance, reporting and discipline) — to produce a draft topic-coverage matrix, jurisdiction-coverage matrix, training/reporting/enforcement assessment, dawn-raid-protocol assessment, audience-fit notes, and drafting-suggestion list for attorney review — without attesting compliance, approving the policy, or representing it meets any jurisdiction's legal requirements.
- [Antitrust / Competition] Antitrust Risk Intake: Use when intaking facts about proposed or existing conduct with potential competition-law exposure into a structured triage matrix that buckets each conduct item, flags any time-critical track, and routes to the relevant deep-dive antitrust skill — without classifying conduct, defining markets, or assessing legality, reportability, or enforcement likelihood.
- [Antitrust / Competition] Competitor Collaboration Review: Use when reviewing a proposed or existing collaboration between actual or potential competitors (JV, R&D pact, joint purchasing, benchmarking, standard-setting, joint bidding) to produce a draft hardcore-restraint flag list, information-flow matrix, ancillarity-question table, spillover-effect flags, and jurisdiction-specific safe-harbor questions for attorney review — without applying any safe harbor, deciding per se vs. rule-of-reason, or approving the collaboration.
- [Antitrust / Competition] Distribution Restraints Review: Use when reviewing distribution, dealer, franchise, or marketplace arrangements (RPM/MAP, territory or customer restrictions, online-sales or marketplace bans, dual pricing, selective distribution, tying) to produce a draft restraint inventory with per-jurisdiction character flags (hardcore candidates, online-sales callouts, dual-distribution issues, state-law and sector overlays) for attorney review — without concluding enforceability, VBER applicability, or market power.
- [Antitrust / Competition] Exclusivity MFN Pricing Review: Use when reviewing exclusivity, MFN/parity, loyalty discount, rebate, or requirements provisions to produce a draft restraint-classification matrix, foreclosure-relevant facts table, narrow-vs-wide MFN map, loyalty/rebate structure analysis, and jurisdiction-specific framework questions (Sherman §1/§2, Article 101/102, UK CA98) for attorney review — without finding dominance, foreclosure, or legality.
- [Antitrust / Competition] Gun Jumping Clean Team Checklist: Use when assessing pre-closing coordination between signed-but-not-yet-closed merger parties — to produce a draft pre-closing covenant inventory, actual-conduct-vs-covenants deviation log, information-sharing log, clean-team design summary, external-communications inventory, and integration-planning guardrail list for attorney review — without concluding HSR/Article 7 compliance or approving any pre-closing conduct.
- [Antitrust / Competition] Information Sharing Clean Team Review: Use when reviewing a proposed or in-progress exchange of competitively sensitive information between actual or potential competitors (M&A diligence, JV, benchmarking, trade association, supply-chain reasonableness) — to produce a draft information-item matrix, per-item sensitivity flag, clean-team design summary, spillover/carryover flags, control-gap notes, and jurisdiction-specific framework questions for attorney review — without authorizing any exchange or concluding lawfulness.
- [Antitrust / Competition] Merger Antitrust Issue Spotter: Use when issue-spotting antitrust theories of harm in a contemplated or signed transaction — to produce a draft horizontal-overlap matrix, vertical-relationship matrix, potential/nascent-competition flags, adjacent-overlap (data/IP/labor/innovation) flags, per-jurisdiction filing-question list, diligence-request list, and pre-closing integration guardrails for attorney review — without defining markets, reaching reportability conclusions, predicting clearance, or evaluating competitive effects.
- [Antitrust / Competition] Pricing Algorithm Risk Triage: Use when triaging antitrust risk in a pricing recommender, dynamic-pricing engine, optimizer, or pricing-as-a-service deployment — to produce a draft data-flow map, hub-and-spoke risk assessment (vendor-driven coordination), signaling-risk flags, override/audit-posture review, vendor-diligence questions, and jurisdiction-specific framework questions (Sherman §1, Article 101, UK CMA/DMCC algorithm guidance) for attorney review — without concluding concerted practice, hub-and-spoke conspiracy, signaling violation, or approving deployment.
- [Antitrust / Competition] Trade Association Meeting Review: Use when reviewing a trade-association meeting (agenda, minutes, attendee list, recordings) for antitrust risk — to produce a draft attendee competitive-relationship map, per-agenda-item risk matrix, high-risk discussion excerpts, output-product inventory, standard-setting and boycott flags, and side-meeting/informal-contact inventory for attorney review — without approving attendance, output products, or concluding lawfulness of any discussion.
- [Securities / Capital Markets] Capital Markets Closing Checklist: Use when organizing the closing universe for a public or private capital-markets transaction (IPO, follow-on, secondary, debt issuance, registered direct, private placement) — to produce a draft closing-workstream tracker covering issuer/underwriter approvals, purchase/underwriting agreement bring-down, legal opinions (validity, exemption, 10b-5 disclosure letter), officer/secretary certificates, comfort letter and bring-down, lock-ups, transfer agent/DTC/legend matters, listing/FINRA items, blue-sky/Form D items, funds flow, and post-closing filings for attorney review — without approving closing or any closing condition.
- [Securities / Capital Markets] Comfort and Backup Request Tracker: Use when assembling the comfort-letter backup request universe for a securities offering — to produce a draft tracker of each factual assertion in the offering document (financial figures, percentages and ratios, share counts, operational metrics, market-position claims, customer/employee counts, regulatory/litigation/IP claims, ESG/cybersecurity/AI claims) keyed to source, requested support, and proposed comfort treatment for attorney and accountant review — without concluding what level of comfort can be provided or approving any disclosure.
- [Securities / Capital Markets] Form D and Blue Sky Tracker: Use when, after a Reg D triggering fact (typically first sale in a 506(b) or 506(c) offering), organizing the Form D and state notice-filing universe — to produce a draft state-by-state tracker capturing each state of sale, the user-supplied notice fee, consent-to-service-of-process status, EDGAR/coordinated-review/EFD posture, and amendment triggers for attorney review — without computing any filing deadline or asserting filing completeness.
- [Securities / Capital Markets] Insider Trading Policy Review: Use when reviewing a company's insider-trading policy — to produce a draft gap matrix against current SEC rule architecture for covered persons, MNPI definition, trading windows, blackout periods, pre-clearance, Rule 10b5-1 plan provisions, gifts/pledges/hedging/margin restrictions, restricted/watch lists, training, escalation, enforcement, and recordkeeping for attorney review — without asserting which rule version is current or concluding policy adequacy `[verify current SEC rule version at time of review]`.
- [Securities / Capital Markets] Investor Rights Agreement Review: Use when reviewing an investor rights agreement, side letter, or related governance instrument (information / inspection / observer / preemptive / pro-rata / ROFR / co-sale / drag-along / protective provisions / registration rights / transfer restrictions / MFN / confidentiality / termination) — to produce a draft term-by-term risk-and-issue matrix from the client's role (issuer, lead investor, follow-on, founder), with side-letter conflict flags, for attorney review — without concluding enforceability or approving the agreement.
- [Securities / Capital Markets] Offering Document Disclosure Review: Use when reviewing an offering document (S-1, S-3, S-4, prospectus supplement, PPM, OM) for disclosure completeness — to produce a draft section-by-section disclosure-gap matrix covering business description, risk factors, use of proceeds, MD&A consistency, related-party transactions, material developments not yet disclosed, forward-looking-statement framing, and selling-stockholder posture for attorney review — without concluding adequacy of disclosure or approving the filing.
- [Securities / Capital Markets] Private Placement Checklist: Use when organizing a Reg D 506(b) or 506(c) (or §4(a)(2)) private placement workflow — to produce a draft pre-closing diligence checklist covering accredited-investor verification posture, investor-questionnaire and purchaser-rep status, bad-actor diligence universe, transfer-restriction and legend posture, Form D triggers, and state-by-state notice-filing map for attorney review — without concluding exemption availability or approving any sale.
- [Securities / Capital Markets] Public Company Reporting Calendar Intake: Use when intaking a public company's reporting cadence (filer status, fiscal year end, exchange/listing, recurring forms, committee/board cadence, earnings-release process, proxy/annual-meeting timing, 8-K trigger inventory, Section 16 workflow, insider-trading windows, 10b5-1 process, beneficial-ownership monitoring) — to produce a draft calendar-fact map for attorney review — without computing any filing deadline or asserting compliance with any reporting requirement.
- [Securities / Capital Markets] Risk Factor Review: Use when reviewing the risk-factor section of an S-1, 10-K, 10-Q, S-4, proxy, PPM, or OM — to produce a draft specificity-vs-boilerplate matrix, MD&A and other-filing consistency notes, duplication and known-trend flags, and category-coverage gaps (cybersecurity / AI / privacy / supply chain / customer concentration / regulatory / litigation / liquidity) for attorney review — without concluding adequacy of risk-factor disclosure.
- [Securities / Capital Markets] SEC Filing Consistency Check: Use when checking a set of SEC filings (10-K, 10-Q, 8-K, S-1/3/4, proxy, prospectus supplement, Form D) for cross-filing consistency — to produce a draft cross-reference matrix covering business descriptions, risk factors, MD&A narrative, financial-statement figures cited outside the financials, share counts, executive/director information, related-party disclosures, material-contract references, forward-looking-statement framing, and defined-term usage for attorney review — without concluding adequacy or correctness of any filing.
- [Securities / Capital Markets] Section 16 and Beneficial Ownership Triage: Use when triaging Section 16 and beneficial-ownership reporting facts (Forms 3/4/5 universe, Schedule 13D vs. 13G analysis, group-formation indicators, derivative securities, voting/investment power) — to produce a draft reporting-person fact map and threshold-trigger flag list for attorney review — without concluding insider status, beneficial ownership, group formation, or any reporting obligation or deadline.
- [Securities / Capital Markets] Securities Exemption Issue Spotter: Use when surfacing candidate exemption pathways (Reg D 506(b)/(c), Reg S, Reg A+, Reg CF, Rule 147/147A, §4(a)(2)) for a contemplated private offering — to produce a draft decision-tree-driven issue map with the facts needed to evaluate each candidate path (general-solicitation posture, accredited-investor mix, integration lookback, bad-actor universe, state-by-state blue-sky map) for attorney review — without concluding which exemption applies or that any exemption is available.
- [Tax] Crypto Digital Asset Tax Intake: Use when intaking crypto and digital-asset activity and organizing wallet, exchange, and transaction records into a source-cited intake matrix for tax professional review.
- [Tax] Employment Tax Worker Classification Intake: Use when intaking worker, engagement, and payroll facts into a source-cited facts-to-verify table for employment-tax and worker-classification review by qualified counsel.
- [Tax] Entity Tax Classification Checklist: Use when organizing entity formation, ownership, and election facts into a source-cited facts table so qualified tax counsel can evaluate tax classification.
- [Tax] International Tax Issue Spotter: Use when issue-spotting cross-border tax questions into a source-cited issue map and missing-facts list for tax counsel, without concluding treaty, withholding, PE, or CFC/PFIC treatment.
- [Tax] Sales Use Tax Nexus Triage: Use when intake-mapping sales and use tax nexus facts by jurisdiction into a source-cited fact map and open-question tracker for tax professional review.
- [Tax] Tax Covenants Indemnities Review: Use when reviewing the tax covenants and indemnities of a transaction agreement and mapping their architecture and negotiation issues for tax counsel verification.
- [Tax] Tax Document Organizer: Use when organizing a tax-related document set into a source-cited inventory with masked identifiers, missing-document list, and reviewer notes for supervised tax review.
- [Tax] Tax Issue Intake: Use when capturing and structuring the facts of a tax-sensitive matter or transaction into a source-cited working paper and tax issue map for qualified tax professional review.
- [Tax] Tax Provision Review Checklist: Use when reviewing the tax provisions of a contract and producing a source-cited issue checklist and negotiation-point list for tax professional review.
- [Tax] Transaction Tax Diligence Request List: Use when building a transaction tax diligence request list and follow-up tracker organized by tax workstream for attorney-supervised diligence.
- [Bankruptcy / Restructuring] Automatic Stay Issue Spotter: Use when issue-spotting automatic stay concerns from user-provided facts into a source-cited stay-risk fact map for attorney review, without concluding whether the stay applies.
- [Bankruptcy / Restructuring] Bankruptcy Deadline Tracker Intake: Use when intaking user-provided bankruptcy dates and notices into a draft deadline tracker for attorney verification, without calculating any deadline.
- [Bankruptcy / Restructuring] Bankruptcy Diligence Request List: Use when generating a bankruptcy or distressed-transaction diligence request list organized by workstream for attorney-supervised diligence.
- [Bankruptcy / Restructuring] Bankruptcy Matter Intake: Use when capturing the facts of a bankruptcy or restructuring matter into a structured, source-cited working paper for attorney review.
- [Bankruptcy / Restructuring] Cash Collateral DIP Financing Issue Spotter: Use when issue-spotting a cash collateral or DIP financing document into a source-cited key terms table and issue list for attorney review, without approving terms or determining lien priority.
- [Bankruptcy / Restructuring] Creditor Claim Intake: Use when organizing a creditor's facts and documents for a potential bankruptcy claim into a source-cited claim facts table for attorney review.
- [Bankruptcy / Restructuring] Distressed Asset Sale Checklist: Use when building a bankruptcy or distressed asset-sale checklist, contract/cure tracker, and closing-deliverables tracker for attorney review.
- [Bankruptcy / Restructuring] Executory Contract Assumption Rejection Checklist: Use when organizing executory contract and unexpired lease facts into a source-cited contract status table and assumption/rejection issue list for attorney review.
- [Bankruptcy / Restructuring] Plan Disclosure Statement Issue Spotter: Use when issue-spotting a Chapter 11 plan and disclosure statement into a source-cited treatment table and issue list for attorney review, without concluding confirmability.
- [Bankruptcy / Restructuring] Preference Demand Response Triage: Use when organizing the facts for responding to a preference demand into a source-cited transfer timeline and defense-facts checklist for attorney review.
- [Bankruptcy / Restructuring] Proof of Claim Checklist: Use when building a proof-of-claim preparation checklist and supporting-document tracker for attorney review, without preparing a filing-ready claim.
- [Bankruptcy / Restructuring] Restructuring Term Sheet Review: Use when reviewing a restructuring support agreement, forbearance agreement, workout term sheet, or related restructuring document into a source-cited key terms table and issue list for attorney review.
- [Insurance] Bad Faith Risk Triage: Use when issue-spotting potential claim-handling and bad-faith risk themes from claim file materials into a source-cited risk-theme list for attorney review.
- [Insurance] Certificate of Insurance Review: Use when reviewing certificates of insurance and related endorsements against contract insurance requirements into a source-cited comparison table for attorney review.
- [Insurance] Claims Chronology Builder: Use when building a source-cited claim chronology from notices, correspondence, adjuster notes, pleadings, demands, and payment history for attorney review.
- [Insurance] Coverage Issue Spotter: Use when issue-spotting insurance coverage questions from a policy, claim facts, tender, pleadings, and correspondence into a source-cited coverage issue matrix for attorney review.
- [Insurance] Coverage Position Outline: Use when assembling a draft coverage-position outline from supplied policy and claim materials for a coverage attorney to develop and decide.
- [Insurance] Insurance Policy Summary: Use when summarizing an insurance policy into a source-cited overview of declarations, coverage parts, limits, exclusions, endorsements, and conditions for attorney review.
- [Insurance] Insurance Requirements Contract Review: Use when reviewing the insurance and indemnity clauses of a contract, lease, or MSA into a source-cited requirements table and risk matrix for attorney review.
- [Insurance] Insurer Insured Communications Review: Use when reviewing insurer, insured, claimant, or broker communications for clarity, consistency, privilege concerns, and claim-handling risk for attorney review.
- [Insurance] Policy Renewal Placement Diligence Checklist: Use when generating a legal and compliance diligence checklist for an insurance policy renewal or placement for attorney and broker review.
- [Insurance] Reservation of Rights Review: Use when reviewing a reservation of rights letter or coverage correspondence into a source-cited issue list and provision-reference table for attorney review.
- [Insurance] Subrogation Recovery Tracker: Use when organizing potential subrogation, reimbursement, salvage, contribution, and recovery facts from a loss into a source-cited recovery fact map for attorney review.
- [Insurance] Tender Letter Review: Use when reviewing a tender letter, notice of claim, or additional insured or contractual indemnity tender into a completeness checklist and risk flags for attorney review.
- [Trusts & Estates] Asset Liability Inventory Builder: Use when building a structured, source-cited inventory of estate or trust assets and liabilities for attorney review, without valuing assets.
- [Trusts & Estates] Beneficiary Designation Review: Use when reviewing beneficiary designations and account titling into a source-cited table and inconsistency list for attorney review.
- [Trusts & Estates] Capacity Undue Influence Facts Organizer: Use when organizing the facts relevant to capacity and undue-influence questions into a source-cited chronology for attorney review, without determining capacity or undue influence.
- [Trusts & Estates] Estate Document Summary: Use when producing a source-cited summary of a will, trust, codicil, amendment, power of attorney, or advance directive for attorney review.
- [Trusts & Estates] Estate Litigation Facts Chronology: Use when building a source-cited factual chronology for a will contest, trust contest, or fiduciary dispute for attorney review, without assessing the merits.
- [Trusts & Estates] Estate Planning Intake: Use when capturing the facts of an estate-planning matter into a structured, source-cited working paper and planning issue map for attorney review.
- [Trusts & Estates] Estate Tax Issue Intake: Use when capturing the facts of an estate, gift, GST, or inheritance tax matter into a source-cited issue map for tax professional review, without calculating taxes.
- [Trusts & Estates] Fiduciary Duty Issue Spotter: Use when issue-spotting potential fiduciary-duty questions from provided facts and documents into a source-cited issue matrix for attorney review.
- [Trusts & Estates] Post Death Administration Task Tracker: Use when building a source-cited post-death administration task tracker for attorney review, without calculating deadlines or approving distributions.
- [Trusts & Estates] Probate Document Checklist: Use when building a probate document checklist and missing-document list for attorney review, without preparing filing-ready probate forms.
- [Trusts & Estates] Trust Administration Tracker: Use when building a source-cited trust administration task tracker for attorney review, without approving distributions or determining entitlement.
- [Trusts & Estates] Trust Funding Checklist: Use when building a checklist for funding or reviewing the funding of a trust into a source-cited tracker for attorney review.
- [Family Law] Asset / Debt Schedule Builder: Use when building a source-cited property and debt schedule from user-provided facts and documents for a family law matter, for attorney review.
- [Family Law] Child Support Facts Intake: Use when gathering the facts relevant to a child support review into a structured intake table, missing-documents list, and questions for counsel — without calculating support.
- [Family Law] Custody / Parenting Facts Chronology: Use when building a source-cited chronology of parenting and caregiving facts for a custody or parenting dispute, for attorney review.
- [Family Law] Custody Order Review Checklist: Use when reviewing an existing or proposed custody or parenting order for clarity and administration issues, producing an order-clarity checklist and ambiguity table for attorney review.
- [Family Law] Divorce Intake Organizer: Use when organizing the facts of a divorce or dissolution matter into a structured facts table, missing-documents list, and issue map for attorney review.
- [Family Law] Domestic Violence Safety Referral Checklist: Use when organizing facts and referral/escalation considerations for a domestic violence or abuse-related concern in a family law matter, for attorney review — without creating a safety plan.
- [Family Law] Family Law Discovery Tracker: Use when organizing family-law discovery requests, responses, disclosures, subpoenas, authorizations, deficiencies, and meet-and-confer items into a tracker for attorney review.
- [Family Law] Family Law Hearing Prep Checklist: Use when building a hearing-preparation checklist for a family law hearing — pleadings, declarations, exhibits, disclosures, witnesses, and open questions — for attorney review.
- [Family Law] Family Law Matter Intake: Use when opening a new family law matter and you need a structured intake summary, issue map, missing-facts list, document request list, and safety/escalation flags for attorney review.
- [Family Law] Parenting Schedule Facts Organizer: Use when organizing the facts relevant to a parenting schedule discussion into a facts table, conflict/ambiguity list, and logistics checklist for attorney review.
- [Family Law] Settlement Agreement Issue Spotter: Use when reviewing a marital settlement, parenting, support, or custody-stipulation agreement to produce a key-terms table, issue list, ambiguity list, and missing-provisions list for attorney review.
- [Family Law] Spousal Support Facts Intake: Use when gathering the facts relevant to a spousal support or alimony review into a structured intake table, missing-documents list, and questions for counsel — without calculating support.
- [Legal Methodology] Assumption Audit: Use when extracting and auditing explicit assumptions, hidden assumptions, missing facts, missing documents, jurisdiction gaps, deadline gaps, client-role ambiguity, escalation items, business decision points, and professional-responsibility concerns in draft legal work product.
- [Legal Methodology] Attorney Review Gate: Use when running a final quality gate before legal draft work product is sent, filed, relied upon, or delivered for attorney review, producing must-confirm facts, law, citations, client decisions, ethics flags, privilege flags, jurisdiction/deadline flags, and a ready-or-not-ready status.
- [Legal Methodology] Citation Integrity Check: Use when reviewing legal citations, authorities, quotations, and authority-backed propositions to classify citation source status, flag unverifiable or malformed authorities, and prepare attorney verification items without claiming automated legal citation verification.
- [Legal Methodology] Hallucination Red-Team: Use when stress-testing draft legal work product for hallucination risk by separating factual claims, legal claims, cited authorities, user-provided information, model-generated information, unsupported claims, uncertainty, and safer revisions.
- [Legal Methodology] Legal Prose Polish: Use when revising draft legal work product to remove AI-sounding filler, vague risk language, unsupported certainty, and style defects while preserving citations, defined terms, quotations, privilege labels, client instructions, and attorney-review warnings.
- [Legal Methodology] Output Format Compliance Check: Use when checking whether draft legal work product matches the requested format, required sections, labels, tables, chronology, checklist, matrix, memo, email, demand letter, client update, or research-summary structure.
- [Legal Methodology] Privilege and Confidentiality Check: Use when reviewing draft legal work product for confidential client information, privileged communications, work-product labeling, redaction/anonymization needs, external-facing disclosure risk, and safer versions for the intended recipient.
- [Legal Methodology] Red-Team Verifier: Use when checking whether a legal memo, contract review, demand letter, risk matrix, research summary, draft filing, or other legal AI output is reliable enough to rely on — adversarially stress-testing it before attorney review to surface invented authority, unsupported claims, weak reasoning, jurisdiction and deadline gaps, and professional-responsibility issues.
- [Legal Methodology] Risk Assessment: Use when applying a structured, jurisdiction-agnostic method to identify, rate, and prioritize legal risks in a situation, producing a risk register with severity bands and a prioritized summary for attorney review.
- [Legal Methodology] Source Validation: Use when classifying whether cited sources, authorities, quotations, dates, and factual claims in draft legal work product are supported by materials available in the session, applying the source hierarchy in `core/source-and-citation-discipline.md`.
- [Legal Methodology] Statutory Interpretation: Use when applying a disciplined analytical method to parse and interpret a statutory, regulatory, or contractual provision — mapping structure, defined terms, and competing readings — to produce a structured interpretation worksheet for attorney review.
- [Legal Operations] Legal Meeting Briefing: Use when preparing a structured briefing for a meeting with legal relevance — assembling background, participants, agenda, key documents, open issues, legal considerations, talking points, and a follow-up action-item tracker from the materials provided.
- [Legal Operations] Signature Routing Checklist: Use when a document is believed final and ready to sign — to run a pre-signature completeness checklist, identify signers and signing order, flag blockers, and produce a routing plan for attorney review before the document is sent for execution.
- [Legal Operations] Templated Legal Response: Use when drafting a response to a routine, recurring legal inquiry from a configured template, with a built-in escalation gate that stops the templated path when the matter shows characteristics that require individualized counsel review.
- [Setup] AI Governance Cold-Start Interview: Use when an AI-governance practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Antitrust / Competition Cold-Start Interview: Use when an antitrust / competition practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Bankruptcy and Restructuring Cold-Start Interview: Use when a bankruptcy and restructuring practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Contracts Cold-Start Interview: Use when a contracts practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Corporate Cold-Start Interview: Use when a corporate practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Create Matter Workspace: Use when starting a new legal matter that will span multiple skills, documents, or deadlines, to select the right matter-workspace template, gather core matter information, and produce a populated workspace draft for attorney review.
- [Setup] Employment Cold-Start Interview: Use when an employment practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Family Law Cold-Start Interview: Use when a family-law practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Insurance Cold-Start Interview: Use when an insurance practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Intellectual Property Cold-Start Interview: Use when an intellectual property practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Litigation Cold-Start Interview: Use when a litigation practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] M&A Cold-Start Interview: Use when an M&A practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Privacy Cold-Start Interview: Use when a privacy practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Product Legal Cold-Start Interview: Use when a product-legal practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Real Estate Cold-Start Interview: Use when a real-estate practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Regulatory Cold-Start Interview: Use when a regulatory practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Securities and Capital Markets Cold-Start Interview: Use when a securities and capital markets practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Tax Cold-Start Interview: Use when a tax practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.
- [Setup] Trusts and Estates Cold-Start Interview: Use when a trusts-and-estates practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions.