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.
10 skills in this practice area. Every skill produces draft legal work product for review by a licensed attorney.
Use when generating a tailored M&A due-diligence request list, organized by workstream, for a buyer or seller in an acquisition.
When to use
A user asks to "build a diligence request list," "draft a due-diligence checklist," "what should we ask the target for," or "prepare our data-room request list."
A buyer-side deal team needs a tailored diligence request list before or during diligence on an acquisition, merger, asset purchase, stock purchase, or strategic investment.
A seller-side or company-side team needs a request list to anticipate buyer diligence and prepare a data room.
Required inputs
The deal type — for example a stock purchase, asset purchase, merger, membership-interest purchase, carve-out, acqui-hire, roll-up, or minority investment.
The industry and the target profile — what the target does, its approximate size, structure, and any distinguishing features (regulated business, consumer data, manufacturing footprint, software product, and so on).
The side the list is for — buyer-side or seller-side (or company-side, investor-side, or target-side).
The transaction stage — for example pre-LOI, post-LOI confirmatory diligence, or pre-signing.
Known risks or focus areas — anything the team already wants to probe.
Jurisdiction — the jurisdiction(s) of the target and the deal, as the user states them, or flagged as unknown.
If the deal type, the side, the industry, the target profile, the transaction stage, or the jurisdiction is missing, stop and request it. Do not build a diligence list from assumed deal facts.
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.
When to use
A user asks to "review our data room index," "check this file list for gaps," "what's missing from the data room," or "what should we still ask the other side for."
A deal team needs a structured read of a data room index before diligence begins, mid-process, or as a coverage check before signing.
A seller-side team needs to check its own index for completeness, duplicates, or naming problems before opening the room.
Required inputs
The data room index or file list — uploaded or pasted. Do not review from a description, a summary, or a recollection of what the room contains.
The deal type — for example a stock purchase, asset purchase, merger, membership-interest purchase, or carve-out.
The side the review is for — buyer-side or seller-side.
The expected diligence scope — the diligence categories the deal team expects to cover, and any known focus areas (for example, IP, employment, or environmental).
Jurisdiction and governing law — as relevant to scope, or flagged as unknown.
Any related material — a diligence request list, a prior index version, or a process letter — if it exists.
If the index, the deal type, or the side is not provided, stop and request it. Do not review an index you have not been given, and do not assume the side.
Use when analyzing the indemnification and escrow architecture of an M&A purchase agreement — survival, caps, baskets, escrow, and recovery mechanics — for attorney review.
When to use
A user asks to "review the indemnity in this purchase agreement," "check the escrow and survival terms," "what should we negotiate on the indemnification package," or "map the recovery mechanics in this SPA."
A deal team needs a structured read of the indemnification, escrow, and survival provisions before signing or countering a definitive agreement.
The indemnity and escrow architecture of a stock purchase, asset purchase, membership-interest purchase, or merger agreement must be summarized and risk-mapped from one side of the deal.
A reviewer needs a recovery waterfall showing the order and limits in which an indemnification claim is satisfied under the agreement.
Required inputs
The agreement's indemnification, escrow, and survival provisions — uploaded or pasted. The full purchase agreement is preferred, since defined terms, the escrow agreement, and disclosure schedules interact with these provisions. Do not review from a description, a summary, or a partial excerpt.
The side the review is for — buyer-side or seller-side. Indemnity risk runs in opposite directions for the two; the review must be done from one stated side.
The deal type — for example a stock purchase, asset purchase, membership-interest purchase, or merger.
Whether representation and warranty insurance (RWI) is in play — and, if so, whether it is intended as the buyer's primary or excess recovery, to the extent the agreement or the user states it.
Jurisdiction and governing law — as stated in the agreement, or flagged as unknown.
Any related documents — the escrow agreement, the disclosure schedules, or an RWI policy or binder — if they exist.
If the indemnification, escrow, and survival provisions are not provided, stop and request them. Do not review provisions you have not been given.
Use when generating a legal integration checklist after signing or closing an M&A transaction, organized by workstream for legal and business owners.
When to use
A user asks to "build an integration checklist," "list the legal issues for integration," or "what legal tasks do we need to track after signing or closing."
A deal team needs a workstream-organized view of the legal integration tasks for a signed or closing M&A transaction.
A legal and business team needs a shared scaffold that assigns owners and flags escalation items across entity, governance, contracts, employment, IP, privacy, regulatory, litigation, insurance, real estate, records, tax, and policy workstreams.
Required inputs
The deal type and structure — for example a stock purchase, asset purchase, merger, membership-interest purchase, or carve-out — and the legal structure of the combination.
Whether the matter is pre-close or post-close — signed but not yet closed, or already closed. This changes which workstreams apply and how antitrust clean-team boundaries are treated.
The target profile — for example the target's size, locations, business lines, and whether it is regulated, unionized, or publicly traded — at the level of detail the user can provide.
The side the checklist is prepared for — buyer-side, seller-side, or the combined entity.
Jurisdiction and governing law — as stated for the deal, or flagged as unknown.
The document set available — for example the definitive agreement, disclosure schedules, the diligence report, or an integration plan — if any.
If the deal type, the structure, the pre-close or post-close status, or the side is missing, stop and request it. Do not build an integration checklist without knowing the deal and the posture it is for.
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.
When to use
A user asks to "review this LOI," "review this term sheet," "what should we push back on in this term sheet," or "is this IOI reasonable."
A deal team needs a structured read of an LOI before signing it or countering.
An LOI or term sheet must be summarized as the front end of an acquisition, merger, asset purchase, stock purchase, acqui-hire, roll-up, or strategic investment.
Required inputs
The LOI, term sheet, or IOI text — uploaded or pasted. Do not review from a description, a summary, or a partial excerpt.
The deal type — for example a stock purchase, asset purchase, merger, membership-interest purchase, acqui-hire, roll-up, or minority investment.
The side the review is for — buyer-side, seller-side, company-side, investor-side, or target-side.
The transaction stage — for example pre-LOI negotiation, LOI countersign, or exclusivity period.
Jurisdiction and governing law — as stated in the document, or flagged as unknown.
Any related documents — a prior draft, an NDA, or a process letter — if they exist.
If the LOI or term sheet text is not provided, stop and request it. Do not review a document you have not been given.
Use when building a closing checklist of deliverables for an M&A transaction, tracking responsible party, status, dependencies, and signature and delivery needs.
When to use
A user asks to "build a closing checklist," "make a closing-deliverables tracker," "what do we need to close," or "who is responsible for each closing document."
A deal team needs a structured tracker to drive a merger, acquisition, asset purchase, stock purchase, or membership-interest purchase toward closing.
A purchase agreement has been signed and the closing-conditions and deliverables provisions must be turned into a working checklist.
Required inputs
The deal type — for example a stock purchase, asset purchase, merger, membership-interest purchase, or strategic investment.
The side the tracker is built for — buyer-side, seller-side, company-side, or joint deal-team use.
The transaction stage — for example pre-signing, signed and pending closing, or at the closing — since the stage shapes which deliverables are still open.
The parties involved — buyer, seller, the target or company, the escrow agent, and any lender or other financing source.
The purchase agreement and any ancillary documents — uploaded or pasted, if they exist. The closing-conditions and closing-deliverables sections drive the most accurate tracker.
Jurisdiction and governing law — as stated in the agreement, or flagged as unknown.
Any user-supplied dates — a target closing date or a known filing window — recorded as supplied and flagged for verification.
If the purchase agreement is not provided, the skill still produces a general closing-deliverables structure but flags clearly that the list is a scaffold, not derived from the actual agreement.
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.
When to use
A user asks to "build a post-closing tracker," "list the post-closing covenants," "what do we still owe after closing," or "what does the seller still have to do."
A deal team needs a structured, source-cited list of post-closing obligations to monitor performance after a signed or closed acquisition.
The post-closing covenants of an acquisition, merger, asset purchase, stock purchase, or membership-interest purchase must be organized for tracking.
Required inputs
The acquisition agreement text — uploaded or pasted. Do not extract from a description, a summary, or a partial excerpt.
The ancillary documents — for example an escrow agreement, transition services agreement, employment or non-competition agreements, an earnout schedule, IP assignments, or disclosure schedules — uploaded or pasted if they exist. Note any that are referenced but not provided.
The side the tracker is for — buyer-side or seller-side.
The deal type — for example a stock purchase, asset purchase, merger, or membership-interest purchase.
The closing date and any other key dates — as stated by the user or in the documents, or flagged as unknown. Dates are never computed.
Jurisdiction and governing law — as stated in the documents, or flagged as unknown.
If the acquisition agreement text is not provided, stop and request it. Do not extract obligations from a document you have not been given.
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.
When to use
A user asks to "review this purchase agreement," "review this merger agreement," "flag the issues in this SPA or APA," "what should we push back on in this acquisition agreement," or "is this agreement reasonable for the buyer or the seller."
A deal team needs a structured read of a definitive acquisition agreement before signing it, countering it, or escalating it to counsel.
A draft merger, stock purchase, asset purchase, or membership-interest purchase agreement must be turned into an issue list and risk matrix as the front end of negotiation.
Required inputs
The purchase agreement text — the full merger, stock purchase, asset purchase, membership-interest purchase, or similar acquisition agreement, uploaded or pasted. Do not review from a description, a summary, or a partial excerpt.
The side the review is for — buyer-side or seller-side. Where relevant, note also whether the side is the acquiring company, the target, or an investor.
The deal type — a merger, stock purchase, asset purchase, membership-interest purchase, or other acquisition structure.
The transaction stage — for example a first-draft review, a markup exchange, signing, or pre-closing.
The governing agreement and document set — the schedules, exhibits, disclosure schedules, ancillary agreements, and any prior LOI or term sheet, noting which are provided and which are missing.
Jurisdiction and governing law — as stated in the agreement, or flagged as unknown.
If the purchase agreement text is not provided, stop and request it. Do not review a document you have not been given.
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.
When to use
A user asks to "review the disclosure schedules," "compare the reps to the schedules," "check whether every rep has a schedule," or "tell me what is still open in the schedules."
A deal team needs a structured cross-check of the representations-and-warranties article against the disclosure schedules before signing or closing.
A buyer- or seller-side reviewer needs to find missing schedule references, overbroad exceptions, stale dates, or unresolved placeholders in the disclosure package.
The disclosure schedules have been delivered or updated and the team needs a rep-by-rep completeness check.
Required inputs
The representations-and-warranties article — uploaded or pasted. Do not review from a description, a summary, or a partial excerpt.
The disclosure schedules — uploaded or pasted, if available. If they are not provided, the review proceeds on the representations alone and prominently flags that the schedule comparison cannot be performed.
The side the review is for — buyer-side or seller-side.
The deal type — for example a stock purchase, asset purchase, merger, or membership-interest purchase.
The document set — confirm which agreement version and which schedule version are in hand, and whether anything is missing.
Any known diligence facts — facts the user has from diligence that may bear on whether the schedules disclose what they should.
Jurisdiction and governing law — as stated in the agreement, or flagged as unknown.
If the representations-and-warranties article is not provided, stop and request it. Do not review a document you have not been given.
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.
When to use
A user asks to "list the consents we need," "review these contracts for change-of-control issues," "build a consent tracker," or "which contracts need consent for this deal."
A deal team needs a structured read of diligence contracts to plan consent and notice workstreams before signing or closing.
Contracts or diligence summaries must be triaged for anti-assignment, change-of-control, termination, or approval triggers across an acquisition, merger, asset purchase, or stock purchase.
Required inputs
The contracts or diligence summaries — uploaded or pasted. Do not review from a description or a partial recollection. A diligence summary may be used in place of the underlying contract only where the user states so; flag every contract the summary references but does not include.
The deal type and structure — for example a stock purchase, asset purchase, merger, or membership-interest purchase — and how the transaction is structured, because the structure affects which clauses may be in play.
The side the review is for — buyer-side, seller-side, company-side, or target-side.
The transaction stage — for example pre-signing diligence, signing-to- closing, or pre-closing consent collection.
Jurisdiction and governing law — as each contract states it, or flagged as unknown.
Any related documents — a purchase agreement draft, a contract list, or a data-room index — if they exist.
If the contracts or diligence summaries are not provided, stop and request them. Do not review a document set you have not been given.