Antitrust / Competition

• The user requests antitrust compliance policy review support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) the policy must cover — every country and, where relevant, state/province where the company operates and where compliance obligations apply, or [verify jurisdiction].
• Business scope covered — products, geographies, sales channels, customer segments, M&A activity, JV activity, IP licensing, distribution programs, employment / labor-market activity, public-procurement exposure.
• Topics in current policy and topics the user wants covered — competitor contacts; pricing and price-signaling; customer or territory allocation; output limitations; information exchange; trade-association participation; distribution restraints (RPM / MAP / territory / online); MFN / parity provisions; exclusivity, loyalty, and rebates; M&A clean teams and gun-jumping; dawn-raid protocol; document-creation guidance; algorithm and AI conduct; reporting and escalation; training; certifications; enforcement and discipline; labor-market conduct (no-poach / wage-fixing); standard-setting.
• Current policy text and supporting materials — the policy document(s), training materials, prior enforcement actions, internal audits, hotline data summaries (if user-supplied).
• Triggering events for this review — incident, M&A integration, regulatory development, periodic refresh, agency request, internal audit finding.
• Jurisdiction-specific obligations the policy must reflect — US Sherman / Clayton / FTC Act; EU Article 101 / 102; UK CA98 / DMCC; sector-specific regimes (e.g., communications, energy, financial services); merger-control regimes the company is subject to.
• Audience(s) for the policy — sales, marketing, procurement, R&D, executives, board, M&A team, HR. Mark unknowns unknown/not found/not provided/ambiguous.
• Documents and source anchors — policy file with section references; supporting materials.

If jurisdiction, business scope, current policy text, or audience is missing, pause substantive analysis and return a missing-information list first.

• The user requests antitrust risk intake support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the conduct has effects, or [verify jurisdiction]. The analysis follows the markets, not the parties' headquarters.
• Business sector and footprint — industry, products/services, geographic reach, sales channels. Mark unknowns unknown/not found/not provided/ambiguous.
• Conduct description — what is, was, or will be done. Each conduct item gets its own row, with: who, what, when, where, and (if multi-party) which counterparties.
• Counterparty competitive posture — for each counterparty, the user's view of whether they are a direct competitor, potential competitor, customer, supplier, distributor, or unrelated. Multi-role flags allowed.
• Candidate conduct buckets the user suspects in scope — horizontal collaboration, vertical restraint, information exchange, pricing-related conduct (RPM / MAP / MFN / loyalty), merger or acquisition, monopolization / abuse of dominance / unilateral conduct, trade association or standard-setting, gun-jumping or integration planning, distribution or channel conduct, algorithmic pricing, labor-market conduct (no-poach / wage-fixing), or other. The bucket is a starting point, never a conclusion.
• Urgency posture — planned future conduct (pre-clearance triage), ongoing conduct (compliance triage), past conduct subject to investigation or litigation (defensive triage), or no investigation. User-supplied dates only, all marked [deadline verification required].
• Documents and source anchors — what the user has supplied and the section/page/clause for each extracted fact.

If jurisdiction, conduct description, counterparty posture, or urgency is missing, pause substantive analysis and return a missing-information list first.

• The user requests competitor collaboration review support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the collaboration would operate or have effects, or [verify jurisdiction].
• Collaboration purpose and structure — joint venture, NDA-only information exchange, R&D pact, joint purchasing, joint marketing or distribution, benchmarking, standard-setting, joint bidding, settlement-related collaboration, or other. Mark unknowns unknown/not found/not provided/ambiguous.
• Parties' competitive posture — for each pair of parties on each product/geographic market: actual competitors, potential competitors, or unrelated. Multi-product collaborations get one row per market.
• Information exchange contemplated — categories of data (pricing, costs, customers, output, capacity, wages/hiring, future plans, R&D), granularity, age, frequency, aggregation, recipients, controls.
• Governance and independence — whether each party retains independent decision-making on price, output, customers, R&D direction, hiring, and any other competitively significant conduct outside the collaboration.
• Restrictions on competitive conduct — non-compete, exclusivity, scope limits, customer or territory carveouts, hardcore restraint candidates (price, output, allocation, boycott).
• Duration, termination, and unwind — term, termination triggers, post-termination obligations, information return/destruction.
• Safeguards — antitrust counsel oversight, clean teams, training, audits, antitrust statement at meetings.
• Business rationale and pro-competitive justifications — efficiencies the user is relying on; documents supporting them.
• Documents and source anchors — collaboration agreement(s), NDA, term sheet, board materials, business case, communications. Every extracted fact cites the document and section.

If jurisdiction, parties' competitive posture, collaboration purpose, or information-exchange scope is missing, pause substantive analysis and return a missing-information list first.

• The user requests distribution restraints review support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the distribution arrangement operates or has effects, or [verify jurisdiction]. Note that distribution rules vary substantially across jurisdictions.
• Distribution structure — direct sales, distributors, dealers, resellers, online marketplaces, agents, franchise, or hybrid. Mark unknowns unknown/not found/not provided/ambiguous.
• Restraints in scope — MAP (minimum advertised price), RPM (resale price maintenance), territory restrictions, customer restrictions, online-sales restrictions, marketplace bans, dual pricing, selective-distribution criteria, tying or bundling, exclusivity (single- or multi-brand), requirements contracts, non-compete during/after, termination provisions.
• Brand and channel context — sole supplier or one of many; branded vs. private-label; service-intensive vs. commodity; brand reputation considerations; channel-conflict facts.
• Buyer-side context — buyer size, buyer overlap, buyer competitors, large-account carveouts, buyer-induced restraints.
• Vertical market position — user-supplied supplier-side share, user-supplied buyer-side share. Never invented.
• Business rationale — service quality, free-rider concerns, brand image, retailer investment incentives, anti-counterfeiting, safety, regulatory.
• Documents and source anchors — distribution agreement(s), policies, MAP letters, marketplace policies, dealer manuals, communications.

If jurisdiction, distribution structure, the restraints in scope, or supplier/buyer positions is missing, pause substantive analysis and return a missing-information list first.

• The user requests exclusivity mfn pricing review support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the conduct has effects, or [verify jurisdiction]. Frameworks for exclusivity, MFN, and loyalty conduct vary substantially across regimes.
• Restraint type(s) in scope — exclusivity (full / partial / de facto), MFN or parity (price MFN, non-price MFN, narrow vs. wide), loyalty discounts (single-product / share-conditional / bundled), rebates (retroactive / cliff / market-share), requirements contracts, non-compete or non-solicit, bundling, pricing-related restrictions.
• Counterparty context — buyer-side or supplier-side; counterparty size; counterparty's alternatives; counterparty's competitive position; multi-homing posture if applicable.
• User-supplied market position facts — share, footprint, sales channels, foreclosed-vs.-contestable share if user-supplied. Never invented.
• Restraint scope — scope of exclusivity (products / customers / geographies), duration, exceptions, opt-outs, termination triggers.
• Triggering conditions — rebate triggers, MFN comparator scope (own platform vs. competing platforms; same-or-better-than-anywhere), parity reference points.
• Foreclosure-relevant facts — share of market covered by the restraint, contestable share, counterparties' alternatives, switching costs.
• Business rationale and justifications — volume commitments, brand-investment recoupment, anti-free-riding, supply-chain reliability, transaction-cost efficiency.
• Documents and source anchors — the agreement(s), side letters, communications, internal business cases.

If jurisdiction, restraint type, counterparty context, or foreclosure-relevant facts are missing, pause substantive analysis and return a missing-information list first.

• The user requests gun jumping clean team checklist support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties operate, or [verify jurisdiction]. Gun-jumping rules apply per regime (US HSR/section 1; EU Article 7 standstill / Article 101; UK / China / others).
• Transaction structure and parties — acquirer, target, ultimate parents, sister entities; consideration mix; concurrent or related transactions. Mark unknowns unknown/not found/not provided/ambiguous.
• Parties' competitive posture — actual / potential / no competition, per product market.
• Procedural posture — signing date, target closing date [deadline verification required], HSR status, second-request status, non-US filing status.
• Pre-closing covenants in the purchase agreement — operate-in-ordinary-course covenant; affirmative covenants; restrictive covenants; consent rights and thresholds; integration-planning carveouts.
• Decision-making touchpoints — pricing, output, capacity, hiring/firing, customer/supplier contracts, capex, M&A pipeline, strategic positioning.
• Information-sharing posture to date — what has been shared, by whom, with whom, under what controls. Cross-references to information-sharing-clean-team-review welcome.
• Clean-team composition — counsel, outside advisors (economists, consultants), designated business individuals (with role and scope), exclusions.
• Integration-planning activity to date — meetings held, attendees, topics, outputs, controls in place.
• External communications to date — customer, vendor, and employee communications by either party that reference the deal or each other.
• Documents and source anchors — purchase agreement, clean-team agreement, integration-planning documents, board materials, deal-team communications.

If jurisdiction, transaction structure, procedural posture, or the pre-closing covenant set is missing, pause substantive analysis and return a missing-information list first.

• The user requests information sharing clean team review support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties operate and the information flow would have effects, or [verify jurisdiction].
• Context for the exchange — M&A diligence, JV, trade association, benchmarking, supply-chain reasonableness, settlement, or other. Mark unknowns unknown/not found/not provided/ambiguous.
• Parties' competitive posture — actual / potential / no competition, per product market.
• Information categories proposed for exchange — pricing (current, future, list, transaction), costs, customer-specific terms, capacity, output, market shares, wages/hiring, future plans, R&D roadmaps, bid information, customer-level data, sensitive supply terms.
• Data attributes per item — granularity (individual vs. aggregated; identified vs. anonymized), age (historical vs. current/forward-looking), frequency, recency.
• Recipients per item — clean-team-only? counsel-only? designated business individuals? executives? full deal team?
• Controls in place — clean-team agreement, NDA, segregation from competitive decision-makers, retention/destruction protocol, post-deal carryover restrictions, audit.
• Purpose and necessity for each category — what business question the data is meant to answer, and whether less-sensitive alternatives would suffice.
• Documents and source anchors — clean-team agreement, NDA, diligence requests, request list, data-room logs, communications.

If jurisdiction, parties' competitive posture, the information categories, or the recipient/control posture is missing, pause substantive analysis and return a missing-information list first.

• The user requests merger antitrust issue spotter support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties sell, source, or employ. Use [verify jurisdiction] if unknown. Note that the antitrust analysis follows the markets, not the parties' headquarters.
• Transaction structure — asset / stock / statutory merger / joint venture / minority investment; consideration mix; ultimate parents on each side; sister entities and bolt-ons; any concurrent transactions with related counterparties. Mark unknowns unknown/not found/not provided/ambiguous.
• Parties and competitive posture — acquirer, target, and each entity's role on each product market: horizontal competitor, vertical supplier/customer, potential competitor, nascent competitor, or none. Include any prior or contemplated competitor relationship (collaborations, JVs, licensing).
• Product and geographic markets — the user's preliminary view of each product line in scope, the geographic footprint of each, and customer-substitution evidence the user has. Market definition itself is for the attorney; the skill organizes the facts.
• Market structure facts (if supplied) — user-supplied shares, HHI, entry conditions, customer concentration, switching costs, capacity. Never invented; never computed from incomplete data.
• Adjacent overlaps — data assets, IP portfolios, labor-market overlap (especially specialized roles), and innovation pipelines.
• Pre-closing conduct to date — competitively sensitive information shared, integration-planning meetings held, clean-team scope, pricing or commercial decisions touched by both sides, customer/supplier communications.
• Procedural posture and timing — signing status, HSR filing status, non-US filing status (EU, UK, China, Brazil, others as applicable), second-request / phase II status, target closing date. All dates [deadline verification required].
• Documents reviewed and source anchors — purchase agreement, deal-team emails, board materials, integration plans, CIM/teaser, HSR drafts, customer/supplier lists. Every extracted fact cites the document and page/section.

If any of jurisdiction, transaction structure, parties' competitive posture, or product/geographic scope is missing, pause substantive analysis and return a missing-information list first.

• The user requests pricing algorithm risk triage support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the algorithm sets or influences prices, or [verify jurisdiction]. Algorithmic-pricing enforcement frameworks vary by regime.
• Algorithm role — pricing recommendation engine / pricing decision engine / pricing analytics or comparator / dynamic pricing / personalization / revenue management. Mark unknowns unknown/not found/not provided/ambiguous.
• Vendor and user relationship — third-party vendor or in-house? vendor's other customers; whether vendor serves direct competitors with similar inputs or outputs; vendor's data-access scope across customers.
• Data inputs — own historical data only? own current data? public competitor prices (scraped or feed)? competitor private data shared via vendor? consortium or pool data? third-party signals (demand, weather, competitor inventory)? customer-specific data?
• Data outputs — pricing recommendations, optimal prices, market signals, comparator views, customer-segmentation outputs.
• User control posture — can the user accept/reject outputs? set parameters (floor/ceiling/elasticity)? change frequency of recomputation? override per transaction? what evidence exists of independent decision-making?
• Competitor-overlap facts — does the vendor serve the user's direct competitors? does the algorithm's output reflect competitor data the vendor has access to? does the vendor publish or signal prices?
• Audit, governance, and retention — audit logs of recommendations and overrides; retention period; governance committee; documentation of independent decisions.
• Documents and source anchors — vendor contract, data-sharing addendum, algorithm specification, audit logs, internal governance materials.

If jurisdiction, algorithm role, vendor relationship, or data-flow posture is missing, pause substantive analysis and return a missing-information list first.

• The user requests trade association meeting review support.
• Antitrust/competition issues need issue spotting and workflow organization.
• Counsel needs a source-cited draft with explicit gaps and verification items.

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the association or its members operate, or [verify jurisdiction].
• Association context — association name, membership composition (competitors / suppliers / customers / mixed), meeting type (board, members' meeting, committee, working group, conference, social), meeting date [deadline verification required] if user-supplied.
• Attendees — list of attendees, member entities, competitive relationship, role at meeting, level (executive / commercial / legal / technical). Mark unknowns unknown/not found/not provided/ambiguous.
• Agenda items and topics — verbatim agenda text where available; each topic categorized by risk: high (pricing, costs, customers, output, capacity, wages/hiring, future plans, strategy, market allocation, boycott language), medium (industry conditions, regulatory developments, future planning broadly), low (legislative advocacy, sponsor recognition, social).
• Discussion content (if user has minutes/notes/recording transcripts) — what was said, by whom, with verbatim quotes where available.
• Outputs produced or to be produced — published statistics, benchmarking reports, joint positions, standards, model contracts, model policies.
• Antitrust counsel oversight — antitrust statement read at opening? counsel present? agenda pre-cleared by counsel? minutes reviewed by counsel? formal antitrust policy applied?
• Side meetings and informal contacts — pre- or post-meeting communications, side meetings, social events, dinner conversations involving competitors.
• Documents and source anchors — agenda, minutes, notes, presentations, attendee list, association policies.

If jurisdiction, association context, attendee map, or agenda content is missing, pause substantive analysis and return a missing-information list first.