Prompt Examples - SPA

Share Purchase Agreement (SPA)

Below you'll find example prompts for common sections in an SPA

General prompts

Clause assessment prompts

• Is this clause seller-friendly, buyer-friendly, or balanced?  
• What is the commercial and legal risk of this clause for the buyer/seller?  
• Identify any red flags in this clause from a buyer’s/seller’s perspective
• What are typical pushbacks from buyers on this clause? 
• What are common negotiation compromises for this type of clause?  
• What is the legal rationale behind including this clause in an SPA?  

Clause modification prompts

• Make this clause more buyer/seller-friendly
• Suggest a more balanced version of this clause
• Draft a more aggressive version of this clause, in favor of the [buyer/seller]
• Simplify the language of this clause without losing legal accuracy 
  
  

Drafting prompts for specific sections

Clause assessment prompts 

Definitions section

• Is this definition too broad or too narrow from a buyer/seller perspective?
• Can you write a definition for this term that minimizes interpretive risk?

Purshase price section 

• Identify how the purchase price is calculated and assess whether the leakage provisions are buyer-friendly or seller-friendly

Condition precedent section

• Could any of these CPs give rise to unnecessary uncertainty or delay?

Clause modification prompts

Definitions section

• Suggest a standard definition for [term]
• Re-draft this definition to be more buyer-friendly/seller-friendly
• Simplify this definition for clarity without losing legal precision
• Remove circular or redundant elements from this definition

Purchase price section

• Generate a standard locked box pricing clause with interest and leakage wording
• Create a purchase price structure with an earn-out based on revenue targets for 24 months

Warranties section 

• Add knowledge and materiality qualifiers to this warranty 
• Adjust this warranty to reflect that the deal is [W&I insured / not W&I insured]
• Insert a warranty regarding [e.g. compliance with data protection laws]