20 ChatGPT prompts for lawyers in M&A

You are a senior M&A lawyer in France. Produce a legal due diligence checklist for the acquisition of [100% of the shares / a business / a line of activity] of a company:

- Legal form: [SAS / SARL / SA]
- Sector: [sector]
- Headcount: [number of employees]
- Indicative revenue: [amount]

The checklist must cover:
1. Corporate (articles of association, shareholder and board minutes, delegations of authority, share transfer register)
2. Material contracts (key clients, key suppliers, leases, distribution agreements, IP licenses)
3. Employment (employment contracts, company agreements, labor litigation, payroll filings, employee representation)
4. Tax (recent tax audits, loss carryforwards, tax consolidation, VAT)
5. Intellectual property (trademarks, patents, domain names, software)
6. Regulatory (authorizations, licenses, GDPR compliance, sector compliance)
7. Litigation and risks (ongoing disputes, potential disputes, guarantees granted)
8. Real estate (leases, properties, planning compliance)

For each item: document to request, risk in case of an anomaly, potential impact on price or transaction structure.

You are an M&A lawyer in France. I am providing the raw results of a target's legal due diligence.

[Paste the pseudonymized elements: points of attention identified, anomalies, missing documents]

Produce a summary report structured by risk level:
- Red flags (deal-breaking risks that may call the transaction into question)
- Orange flags (significant risks requiring coverage by the W&I or a price adjustment)
- Yellow flags (points of attention to monitor post-closing)

For each flag: description, legal basis of the risk, estimated quantification if possible, and recommendation (walk away / negotiate / cover via W&I / accept).

Format: an executive report of 2-3 pages, usable in an investment committee.

You are an M&A legal analyst. Use the available information to build a legal and financial profile of the company [pseudonymized name or company number].

Identify:
- Legal form, share capital, date of incorporation
- Directors and beneficial owners
- Latest published annual accounts (revenue, profit, equity)
- BODACC publications (recent amendments to the articles, transfers, insolvency proceedings)
- Secondary establishments

Flag any warning sign (insolvency proceedings, recent change of director, loss of half of the equity).

You are an M&A lawyer in France. Draft a non-binding letter of intent (LOI) for the acquisition of [100% of the shares / a business] with the following parameters:

- Target: [pseudonymized description]
- Envisaged structure: [share sale / business sale / partial asset contribution]
- Envisaged price: [amount or range, mechanism: fixed / locked-box / completion accounts]
- Conditions precedent to signing: [satisfactory due diligence, financing agreement, etc.]
- Exclusivity requested: [duration]
- Indicative timeline: [dates]

The LOI must be clear about its non-binding nature (except for the confidentiality, exclusivity and governing-law clauses, which must be binding). Adopt a professional but commercial tone — this is a negotiation document, not a final legal instrument.

You are a senior M&A lawyer in France. Draft the following clauses of a share purchase agreement (SPA):

- [Choice: Price adjustment mechanism (locked-box or completion accounts) / Conditions precedent / Seller's non-compete clause / MAC clause (Material Adverse Change) / Warranties and indemnities clause / Earn-out clause / Limitation of liability clause / Indemnification clause]

Parameters:
- Type of transaction: [sale of 100% of the shares / majority / minority]
- Base price: [amount]
- Specifics: [details relevant to the clause]

The drafting must be balanced between buyer and seller, and consistent with French market practice. Flag the usual negotiation points on this clause and the respective buyer/seller positions.

You are an M&A lawyer in France, on the buyer side. Draft a warranties and indemnities agreement with the following parameters:

- Reference date of the warranty accounts: [date]
- Warranty cap: [amount or % of price]
- Threshold / basket (trigger threshold): [amount]
- Individual claim threshold (de minimis): [amount]
- Duration of the warranty: [general duration / tax duration / employment duration / environmental duration]
- Payment mechanism: [escrow / bank guarantee / price retention / joint and several surety]

The W&I must contain:
1. The seller's representations and warranties (corporate, tax, employment, contractual, IP, litigation, environment)
2. The indemnification mechanism (notification, response time, adversarial procedure)
3. The limits of the warranty (cap, basket, time-bar, exclusions)
4. The buyer's obligations (duty to mitigate the loss, information of the seller)

For each representation, propose market-standard drafting and flag the sensitive negotiation points.

You are an M&A lawyer in France. Draft the clauses relating to a locked-box mechanism for a share sale.

Parameters:
- Locked-box date: [date of the latest reference accounts]
- Permitted leakages: [list: directors' salaries, dividends decided before signing, intra-group management fees, etc.]
- Prohibited leakages: [any transfer of value to the seller or its affiliates not provided for]

The clauses must cover:
1. The definition of the locked-box date and the reference accounts
2. The exhaustive list of permitted leakages (with caps if applicable)
3. The no-leakage undertaking between the locked-box date and closing
4. The compensation mechanism in case of a prohibited leakage (euro-for-euro indemnification + interest)
5. The seller's information obligations between signing and closing

Explain the advantages and disadvantages of the locked-box versus the completion accounts mechanism in this context.

You are an M&A lawyer in France. Draft an earn-out clause with the following parameters:

- Performance indicator: [EBITDA / revenue / gross margin / number of clients / other KPI]
- Earn-out period: [duration, measurement dates]
- Target amount: [amount if objectives reached at 100%]
- Calculation mechanism: [linear / tiered / all-or-nothing]
- Buyer's obligations during the period: [maintaining the business, no change to scope, no exceptional operations affecting the KPI]

The clause must anticipate the usual sources of dispute:
- Manipulation of the KPI by the buyer (duty to manage prudently)
- Change of accounting method
- Intra-group operations affecting the result
- The disagreement-resolution mechanism (independent expert, arbitration)

Flag the classic drafting pitfalls.

You are a corporate and M&A lawyer in France. Draft a shareholders' agreement (extra-statutory agreement) for an SAS with the following parameters:

- Shareholders: [number, capital split]
- Activity: [sector]
- Requested clauses: [lock-up / pre-emption right / approval / tag-along / drag-along / co-sale clause / anti-dilution / good leaver-bad leaver clause / governance (strategic committee, decisions requiring unanimity) / shareholders' non-compete clause / deadlock clause (buy or sell, Russian roulette)]

For each clause, propose drafting consistent with French market practice, distinguishing the respective positions of the majority and minority shareholders. Flag the clauses that must be carried over into the articles of association to be enforceable against third parties.

You are an M&A lawyer in France. Analyze the following shareholders' agreement from the perspective of [the minority shareholder / the majority shareholder / an incoming investor].

Identify:
- The clauses protecting your client (and their real effectiveness)
- The clauses that expose your client to a risk (forced exit, dilution, loss of governance)
- The gaps in the agreement (clauses missing relative to market practice)
- The potentially void clauses (disproportionate infringement of property rights, excessive duration)

Produce a table: Clause | Effect for my client | Risk | Renegotiation recommendation.

[Paste the pseudonymized agreement]

You are a competition and M&A lawyer in France. Determine whether the following transaction is subject to a mandatory notification under merger control.

Parameters:
- Nature of the transaction: [acquisition of sole control / joint control / creation of a joint venture]
- Acquirer's consolidated worldwide revenue: [amount]
- Target's revenue: [amount]
- Acquirer's revenue in France: [amount]
- Target's revenue in France: [amount]
- Sector: [specify if a sector with specific thresholds: retail, overseas territories]

Check the notification thresholds:
1. French thresholds (Article L.430-2 of the Commercial Code)
2. European thresholds (EC Regulation No. 139/2004, Article 1)
3. Specific thresholds where applicable (retail trade, overseas territories)

Conclude with: mandatory notification in France / mandatory notification in Brussels / no notification required / thresholds close (monitoring recommended).

You are an M&A lawyer specialized in leveraged transactions in France. Structure an LBO transaction based on the following parameters:

- Target: [sector, revenue, EBITDA]
- Acquisition price: [amount]
- Envisaged acquisition structure: [NewCo holding / SAS]
- Financing: [senior debt / mezzanine / equity — indicative split]
- Envisaged management package: [yes/no]
- Seller reinvestment: [yes/no, %]

Identify:
1. The optimal legal structure (holding company, cash-pooling agreement, tax consolidation)
2. The legal constraints (prohibition on financial assistance — Article L.225-216, misuse of corporate assets, parent-subsidiary regime)
3. The transaction documents required (SPA, W&I, shareholders' agreement, financing agreements, management package)
4. The typical timeline of an LBO transaction (from LOI to closing)

Flag the legal points of vigilance specific to leveraged transactions.

You are a corporate and tax lawyer in France. Structure a management package in the context of an LBO with the following parameters:

- Number of manager beneficiaries: [number]
- Percentage of capital reserved for management: [%]
- Envisaged instruments: [ordinary shares / preferred shares / warrants (BSA) / BSPCE / stock options / free shares]
- Vesting conditions: [vesting, performance criteria, good leaver / bad leaver]
- Target return for management: [target multiple]

Analyze:
1. The choice of instrument in light of the tax regime (capital gains vs. salary)
2. The risk of reclassification as salary and wages (administrative doctrine, Conseil d'État case law on management packages)
3. The structuring of the exit clauses (good leaver / bad leaver / forced leaver)
4. The interaction with the shareholders' agreement

Flag the tax risks and the tax authorities' current positions.

You are an M&A lawyer in France, on the buyer side. The seller made inaccurate representations in the W&I and an undisclosed liability has surfaced post-closing.

Parameters:
- Nature of the liability discovered: [tax / employment / contractual / environmental / litigation]
- Amount: [amount]
- Inaccurate representation in the W&I: [quote the representation]
- W&I cap: [amount]
- Basket: [amount and type: deductible or first-dollar]
- Notification period provided for: [period]
- Notification made: [date and form]

Structure the claim:
1. Characterization of the breach (falsity of the representation, causal link with the loss)
2. Compliance of the notification with the contractual stipulations
3. Calculation of the indemnification due
4. Anticipated obstacles (time-bar, exclusions, cap reached, seller's arguments)
5. Strategy: amicable negotiation / call on the escrow / arbitration / court action

You are a corporate lawyer in France. My client (the buyer) finds that the seller is carrying on a competing activity in breach of the non-compete clause set out in the SPA.

Parameters:
- Non-compete clause: [duration, geographic scope, activities covered]
- Seller's conduct: [description of the competing acts]
- Date of the sale: [date]

Analyze:
1. The legal basis (contractual obligation + statutory warranty against eviction by the seller's own act, Article 1626 of the Civil Code)
2. The validity of the non-compete clause (proportionality, consideration in a share sale)
3. The evidence to gather
4. The urgent measures (interim relief, protective measures)
5. The assessment of the loss (loss of clientele, reputational harm)

You are an M&A lawyer communicating with your client (a seller-CEO, not a lawyer). Rewrite the following term sheet in plain language:

[Paste the pseudonymized term sheet]

The summary must:
- Explain the proposed price and the adjustment mechanism in simple terms
- Translate the conditions precedent into concrete language ("this means the sale only happens if...")
- Identify the points that limit your freedom after the sale (non-compete, warranties, earn-out)
- Flag the priority negotiation points

Tone: educational, direct, no unexplained jargon. The client must be able to read this document and understand what they are signing.

You are an M&A lawyer in France, on the [buyer / seller] side. Draft an internal negotiation memo (for the client and their counsel) on the following open points of the SPA:

Open points:
[List of the clauses under discussion — e.g.: W&I cap, non-compete duration, price mechanism, conditions precedent, MAC clauses]

For each point:
1. Our client's position and justification
2. The counterparty's likely position
3. The possible zone of agreement (envisageable compromise)
4. The red line (below which we do not go)

The memo must be actionable in a negotiation meeting. No long legal development — clear, well-argued positions.

You are a monitoring specialist in mergers and acquisitions and French corporate law. Produce a legal watch memo on the recent developments (legislative, regulatory and case law) concerning:

[Topic: e.g. management packages and tax reclassification / foreign investment control (FDI) / reform of security law and impact on M&A / shareholders' agreements and exit clauses / W&I and time-bar]

For each development:
- Source (text, ruling — date and reference)
- Summary in 3 sentences
- Practical impact for an M&A lawyer

WARNING: only cite references you are certain of. Flag "reference to be verified" if necessary.

You are an M&A lawyer in France. Draft a closing memo (closing bible) for a share sale completed on [date].

The closing memo must list, in the chronological order of signing/delivery:
1. The documents signed at closing (SPA, W&I, shareholders' agreement, EGM minutes, transfer orders, French tax forms, etc.)
2. The documents delivered (originals, copies, number of counterparts)
3. The post-closing formalities to complete (registration, BODACC publication, K-bis update, notification to contractual third parties, update of the beneficial owners register)
4. The deadlines associated with each formality
5. The person responsible for each action (buyer's lawyer, seller's lawyer, accountant, notary where applicable)

Format: an actionable chronological table.

You are an M&A project manager / transactional lawyer in France. Build a detailed reverse timeline for a share sale transaction with the following parameters:

- Type of transaction: [sale of 100% / majority / minority / LBO]
- Desired closing date: [date]
- Due diligence: [estimated duration]
- Financing: [bank debt required: yes/no]
- Merger control: [notification required: yes/no]
- Number of parties: [single buyer / competitive process]

The reverse timeline must include:
1. The phases (preparation / due diligence / negotiation / signing / pre-closing / closing / post-closing)
2. The critical milestones (delivery of the info memo, data-room access, delivery of the LOI, delivery of the SPA, satisfaction of conditions precedent, closing)
3. The dependencies (e.g.: merger notification must be made before closing)
4. The hard deadlines (e.g.: review period of the competition authority, registration period)

Format: a simplified Gantt chart in a table with weeks or dates.