> For the complete documentation index, see [llms.txt](https://help.paxton.ai/help/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://help.paxton.ai/help/resources-by-practice-area/corporate-law.md).

# Corporate Law

Contracts, M\&A diligence, financings, and corporate governance. Paxton accelerates the document-heavy parts of corporate practice — review against playbooks, due diligence at scale, drafting from term sheets, and benchmarking provisions across markets.

**Where Paxton helps most in corporate work**

1. Reviewing contracts and counterparty markups against your firm's playbook.
2. Bulk diligence on data rooms — identifying material contracts, change-of-control triggers, and risk allocation.
3. Drafting transaction documents and corporate governance materials from term sheets and client instructions.

## Recommended workflow

{% stepper %}
{% step %}

## Open a Matter per deal or client engagement

Capture: parties, transaction type, governing law, deal size, timeline, and key open issues in Matter Context.
{% endstep %}

{% step %}

## Upload the document set

Upload the existing contract or draft, the counterparty's markup, the data room (for M\&A or financing), the term sheet, and any prior versions or correspondence.
{% endstep %}

{% step %}

## Run reviews and extractions in the Assistant

Contract risk reviews, version comparisons, data-room scans, and playbook compliance checks.
{% endstep %}

{% step %}

## Draft the next document

Redlined response, definitive agreement, board resolution, disclosure schedule — in the same conversation, grounded in what you've extracted.
{% endstep %}

{% step %}

## For market or regulatory questions, turn on Sources

Turn on *Sources* so the Assistant pulls controlling law (e.g., DGCL provisions, securities-law authority) into the analysis.
{% endstep %}
{% endstepper %}

## Sample prompts

### Contract review against a playbook

Attach the counterparty's draft. Describe your playbook positions in the prompt or attach a playbook doc.

> You are a transactional partner reviewing the attached SaaS Master Services Agreement on behalf of \[the customer / the vendor]. Compare every material provision against the following playbook: mutual indemnity with carve-outs for IP and confidentiality; 12-month liability cap at fees paid; customer-favorable IP ownership of work product; no auto-renew without 60 days' notice; governing law \[State]; venue \[Venue]. Output as a 4-column table: Section · Counterparty's language · Issue · Suggested redline. Flag any provision that's missing entirely from the draft.

### Counterparty markup review

Two-attachment pattern: our last clean draft and the counterparty's markup.

> Compare the attached counterparty markup against our last clean draft. For every substantive change, output: Section · Original language · Counterparty's change · Materiality (high / medium / low) · Recommended response (accept / push back / counter with \[proposed language]). Don't flag stylistic edits or typo fixes.

### Data-room diligence scan

For M\&A or financing diligence on a target.

> The attached files are the target's data room for \[transaction]. Identify, with file references and a one-line reason each matters: (1) every material contract (annual value > $\[X] or strategic counterparty), (2) change-of-control or assignment provisions that would trigger on this transaction, (3) outstanding litigation or threatened claims, (4) IP licenses and assignments, (5) any contract with non-standard exclusivity, MFN, or termination-for-convenience terms. Output as a structured memo organized by category.

### Draft from a term sheet

> Draft a Stock Purchase Agreement based on the attached term sheet. \[Buyer]: …; \[Seller]: …; \[Target]: …; \[Purchase price]: …; \[Closing conditions]: …. Use Delaware law. Include standard rep-and-warranty sections, indemnification (with a 12-month survival period, $\[X] basket, and $\[Y] cap), and customary closing conditions. Bracket any term that needs further negotiation. Output as a numbered agreement; brief headings; defined terms in initial caps.

### Board resolution

> Draft Unanimous Written Consent of the Board of Directors of \[Company] approving \[action — e.g., issuance of Series A Preferred Stock to the investors listed on Exhibit A; authorization of executive officers to negotiate and execute related agreements]. Include recitals reciting the prior approvals and the rationale, operative resolutions, and signature blocks for each director. Delaware law.

### Cap table summary

> The attached cap-table spreadsheet and stock-purchase documents reflect \[Company]'s capitalization as of \[date]. Build a clean summary: (1) outstanding common stock by holder, (2) outstanding preferred stock by series and holder, with original issue price and conversion ratio, (3) options and warrants by holder with strike price and vesting status, (4) fully-diluted ownership percentages per holder, (5) any rights of first refusal, drag-along, tag-along, or anti-dilution provisions worth flagging from the operative agreements.

### Securities / regulatory check

Turn on Sources for this one.

> \[Sources enabled] Analyze whether the attached private placement structure complies with Regulation D Rule 506(b) or 506(c). Identify any features that would disqualify it (general solicitation, non-accredited investor count, bad-actor disqualification under Rule 506(d), state Blue Sky considerations). Cite the relevant SEC rules and recent no-action letters or enforcement guidance.

## Example workflow: M\&A diligence on a small acquisition

1. Engagement letter signed → Matter opened with target name, deal size, expected close, key counsel on the other side.
2. Target uploads data room → all files added to the Matter.
3. Run the data-room diligence-scan prompt → produces a structured map of material contracts, risks, and IP.
4. For each material contract identified, run a follow-up: "Pull the change-of-control, assignment, and termination clauses verbatim, with section numbers."
5. Build a diligence memo for the client in the Assistant, referencing the structured extraction.
6. For any high-risk items, ask the Assistant: "What protective provisions should we negotiate into the SPA to address this risk?"
7. Move into transaction drafting using the draft-from-term-sheet prompt.

**Build a contract playbook prompt library** The single biggest time-saver in corporate work: codify your firm's playbook into a few master prompts. One for SaaS MSAs as customer, one as vendor, one for NDAs in M\&A, one for employment agreements, etc. Reuse them on every deal with case-specific facts swapped in.

## What attorneys typically save

Corporate attorneys typically save the most time on contract reviews (cutting 60–80 % of the time on first-pass redlines), data-room diligence (where AI scales linearly with document volume), and benchmarking provisions across multiple counterparty drafts. Drafting from scratch is faster too, but the gains are largest where there are many documents to read.

**Always verify the consequential clauses yourself** For provisions where the wording carries large legal or commercial consequences — indemnity scope, liability caps, IP ownership, exclusivity, change-of-control, governing law — read the Assistant's analysis carefully and reread the source clause in the contract. Treat the Assistant's redline suggestions as informed first drafts, not final language.

**Confidentiality across deals** Corporate work often involves overlapping clients on related industries. Each Matter is logically separated and Paxton does not use customer data to train models, but your firm's information-barrier protocols still apply. See [Security & privacy](broken://pages/e3ede37d75908648bc35b6335a5ceb9962ebce5e).


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