---
title: "Commercial & Corporate Advisory (contracts, company law, governance)"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory"
type: "practice_area"
site: "AI Law Framework"
id: "A1"
task_count: 36
last_reviewed: "2026-10-10"
---

# Commercial & Corporate Advisory (contracts, company law, governance)

> Contracts, company records and governance documents. AI helps with first drafts, comparisons and extraction tables; the lawyer checks the full documents and gives the commercial and legal advice.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory  
Last reviewed: 2026-10-10

Site index for agents: https://ailawframework.com/llms.txt

Also covers: Corporate law, commercial advisory, M&A advisory, transactions, company secretarial, governance advisory, regulatory compliance advisory, contract management, secured transactions, capital markets advisory

## Key facts

- Tasks: 36
- Green: 10, Yellow: 23, Red: 3
- Levels: Green is AI drafts and the lawyer checks; Yellow is lawyer and AI draft together; Red is the lawyer writes and AI may only check, clarify or collect data.

## Principles

- **Start with the actual deal**: Use the current agreement, schedules and commercial instructions. Ask AI for a defined work product such as an issue table or comparison, with a reference for each material point.
- **Keep legal conclusions with the lawyer**: Contract meaning and risk depend on the whole agreement, applicable law and the client’s objective. A clause flag or benchmark is a prompt for review, not an enforceability decision.
- **Consolidate the review**: Use the negotiated document and one issues list as the working record. Capture unresolved exceptions and the final version instead of requiring repeated narrative for every routine check.

## Checklist

- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Calculate operative dates independently from the current rule and actual triggering event. Check exceptions and record the verified deadline.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Confirm that the actual tool, feature and processing terms permit use of this information, including access, retention, training and disclosure conditions.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.

## Restrictions

- Confirm firm, client and applicable court or professional restrictions before using any AI feature.

## Jurisdiction note

Apply this guidance to the actual matter and jurisdiction. Confirm current requirements before relying on an example.

## Basis

Suggested practical workflows informed by current primary and professional sources. Confirm each source’s jurisdiction and scope.

## Current requirements

Start with the actual deal. Use the current agreement, schedules and commercial instructions. Ask AI for a defined work product such as an issue table or comparison, with a reference for each material point.

## Current requirements

Keep legal conclusions with the lawyer. Contract meaning and risk depend on the whole agreement, applicable law and the client’s objective. A clause flag or benchmark is a prompt for review, not an enforceability decision.

## Current requirements

Consolidate the review. Use the negotiated document and one issues list as the working record. Capture unresolved exceptions and the final version instead of requiring repeated narrative for every routine check.

Also covers: Corporate law, commercial advisory, M&A advisory, transactions, company secretarial, governance advisory, regulatory compliance advisory, contract management, secured transactions, capital markets advisory

Commercial and corporate advisory spans contract drafting and review, Corporations Act 2001 (Cth) compliance, board governance, M&A due diligence, and regulatory advisory — tasks that range from high-volume, structured work (where AI genuinely assists) to high-stakes bespoke advice (where hallucinated authority or missed context causes irreversible client harm). The core AI risk profile is threefold: (1) fabricated statutory provisions, case citations or regulatory thresholds embedded in advice or submissions; (2) confidentiality and privilege destruction when client documents are uploaded to public LLMs; and (3) the "three disconnections" — matter-level efficiency gains routinely fail to materialise because AI lacks client/transaction context, use-cases are ambiguous at task level, and clause-level time savings are absorbed in the overall matter.

## Limits on AI assistance

Red lines — never in this area

## Limits on AI assistance

AI must never generate a final opinion letter, legal advice memorandum or regulatory submission delivered to a client or regulator without the responsible lawyer having independently verified every proposition of law and every authority cited. AI must never be used to generate or verify case citations, statutory references or regulatory thresholds for use in court submissions or advice — all citations must be independently verified on AustLII, Westlaw AU or LexisNexis AU. Murray on behalf of the Wamba Wemba Native Title Claim Group v Victoria [2025] FCA 731 (indemnity costs against firm for Google Scholar-generated false citations) and the Dayal matter (FCFCA, 2024–2025, practising certificate varied for AI-hallucinated citations) are the governing Australian precedents. Confidential client information (transaction documents, board papers, financial data, privileged advice) must never be input into any public or consumer-grade LLM. Only enterprise-grade tools with contractual data non-retention and non-training provisions are permissible (ASCR r.9; NSW/Vic/WA Joint Statement, 6 December 2024). AI must not be relied on for any merger control filing obligations under the mandatory notification regime effective 1 January 2026 under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 — AI reflects the former informal voluntary ACCC review process; an unapproved notifiable acquisition is void. AI must never independently assess whether a transaction requires FIRB notification or approval — thresholds are complex, change frequently (most recently 1 January 2026), and AI training data is routinely out of date. AI must not independently determine directors' duties exposure, continuous disclosure obligations (including the current state of the negligence standard post the August 2024 government response) or related-party transaction requirements — these require current ASIC enforcement intelligence and fact-specific legal analysis. AI must not independently advise on PPSA/PPSR security interest perfection, PMSI registration timeframes or priority disputes — a missed or mis-described registration causes total loss of the security interest on the grantor's insolvency, with no remedy. AI-generated board minutes or resolutions must never be finalised and filed without company secretary and lawyer review — an incorrect resolution or minute creates ASIC compliance, corporate governance and potential personal liability for directors. AI transcription tools must not be used for board meetings, committee meetings or legal briefings where litigation strategy or privileged advice is discussed, without first verifying the tool's data sovereignty and retention terms. AI must not be used to form or record a final materiality judgment for the purposes of ASX continuous disclosure obligations (Listing Rule 3.1; s 674 Corporations Act) — materiality is a legal judgment that requires lawyer sign-off before any announcement is made or withheld.

- AI must never generate a final opinion letter, legal advice memorandum or regulatory submission delivered to a client or regulator without the responsible lawyer having independently verified every proposition of law and every authority cited.
- AI must never be used to generate or verify case citations, statutory references or regulatory thresholds for use in court submissions or advice — all citations must be independently verified on AustLII, Westlaw AU or LexisNexis AU. Murray on behalf of the Wamba Wemba Native Title Claim Group v Victoria [2025] FCA 731 (indemnity costs against firm for Google Scholar-generated false citations) and the Dayal matter (FCFCA, 2024–2025, practising certificate varied for AI-hallucinated citations) are the governing Australian precedents.
- Confidential client information (transaction documents, board papers, financial data, privileged advice) must never be input into any public or consumer-grade LLM. Only enterprise-grade tools with contractual data non-retention and non-training provisions are permissible (ASCR r.9; NSW/Vic/WA Joint Statement, 6 December 2024).
- AI must not be relied on for any merger control filing obligations under the mandatory notification regime effective 1 January 2026 under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 — AI reflects the former informal voluntary ACCC review process; an unapproved notifiable acquisition is void.
- AI must never independently assess whether a transaction requires FIRB notification or approval — thresholds are complex, change frequently (most recently 1 January 2026), and AI training data is routinely out of date.
- AI must not independently determine directors' duties exposure, continuous disclosure obligations (including the current state of the negligence standard post the August 2024 government response) or related-party transaction requirements — these require current ASIC enforcement intelligence and fact-specific legal analysis.
- AI must not independently advise on PPSA/PPSR security interest perfection, PMSI registration timeframes or priority disputes — a missed or mis-described registration causes total loss of the security interest on the grantor's insolvency, with no remedy.
- AI-generated board minutes or resolutions must never be finalised and filed without company secretary and lawyer review — an incorrect resolution or minute creates ASIC compliance, corporate governance and potential personal liability for directors.
- AI transcription tools must not be used for board meetings, committee meetings or legal briefings where litigation strategy or privileged advice is discussed, without first verifying the tool's data sovereignty and retention terms.
- AI must not be used to form or record a final materiality judgment for the purposes of ASX continuous disclosure obligations (Listing Rule 3.1; s 674 Corporations Act) — materiality is a legal judgment that requires lawyer sign-off before any announcement is made or withheld.

## Jurisdiction-specific considerations

Australian traps

## Jurisdiction-specific considerations

ASCR r.4 (competence) and r.9 (confidentiality): confirmed to apply to AI-assisted work by the Joint Statement of the NSW Law Society, Victorian Legal Services Board and Commissioner, and Legal Practice Board of Western Australia, 6 December 2024. NSW Supreme Court Practice Note SC Gen 23 (commencing 3 February 2025): AI must not be used to generate the content of affidavits, witness statements or expert reports (including by rephrasing or embellishing); a declaration to that effect is required. Applies to all NSW court proceedings. Queensland Courts issued parallel guidance; NCAT issued Procedural Direction PD7 on generative AI. Under the ACL as amended effective 9 November 2023, the monetary contract value threshold was removed entirely; 'small business' is now defined as fewer than 100 employees OR annual turnover under $10 million. The $5 million figure applies to the ASIC Act upfront price cap only. AI trained before November 2023 produces the wrong threshold in contract advice — a material, verifiable error. Mandatory merger control regime: the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 introduced a mandatory, suspensory notification regime effective 1 January 2026 (voluntary testing from 1 July 2025). Key thresholds: combined Australian turnover of the merger parties at least AUD $200m AND Australian turnover of at least AUD $50m for at least two parties; expanded thresholds from 1 April 2026. An unapproved notifiable acquisition is void. AI output on ACCC merger review reflects the former informal regime — any M&A work from 1 January 2026 must be assessed under the new regime, not AI output. Continuous disclosure negligence standard — nuanced position: the August 2024 government response to the independent review proposes removing the fault element for ASIC civil penalty proceedings but retaining it for private litigants in compensation claims. This is not a blanket restoration of strict liability. Advice on securities class action exposure versus ASIC enforcement exposure differs accordingly. AI that treats the provision as simply 'sunsetted' or simply 'still in force' is wrong on both counts. PPSA/PPSR: failure to register a PMSI before the debtor takes possession of inventory (or within 15 business days for non-inventory goods) destroys super-priority permanently and may cause the security interest to vest in the insolvent grantor under s 267 PPSA. This is a catastrophic, irreversible outcome. AI routinely conflates PMSI and non-PMSI timing, and mischaracterises collateral classes. Privacy Act reform: Privacy and Other Legislation Amendment Act 2024 (royal assent 10 December 2024). Statutory tort for serious invasions of privacy commenced by proclamation or 10 June 2025 (whichever earlier). Automated decision-making transparency obligations effective 10 December 2026. Criminal doxxing offence in force. Further reform tranches (including a right to erasure and direct right of action) expected — AI advice on the Privacy Act is unreliable from the date of training. FIRB thresholds: updated monetary thresholds took effect 1 January 2026. General threshold AUD $1.464 billion; lower thresholds for sensitive sectors, national security businesses and foreign government investors. AI training data frequently reflects outdated thresholds — any FIRB advice must be verified against current Treasury guidance and FIRB Practice Note. ASX CGC Principles: AI routinely confuses 3rd edition (2014) with 4th edition (2019). Advice for listed companies must be verified against the current 4th edition. ASX's 'close review procedure' for entities that have previously fallen short of disclosure obligations took effect 26 June 2025 — check whether the client is subject to pre-release announcement review before filing. AASB S2 Climate-related Disclosures is mandatory for Group 1 entities (large public interest entities) for financial years commencing on or after 1 January 2025, with first reports due in 2026. AI-drafted governance charters or board risk frameworks for large listed clients must reflect this distinction. Murray on behalf of the Wamba Wemba Native Title Claim Group v Victoria [2025] FCA 731: Federal Court ordered the firm to pay indemnity costs after a junior solicitor used Google Scholar to generate citations that were incorrect or non-existent; Justice Murphy published the reasons because of 'a growing problem regarding false citations in documents prepared using AI'. The Dayal matter (FCFCA, 2024–2025): first Australian solicitor to have practising certificate varied for submitting AI-hallucinated citations. At least 12 Australian court decisions addressing AI hallucinations by early 2026. Legal professional privilege: uploading client advice or transaction documents to a public LLM may destroy privilege. AI meeting-transcription tools used at board meetings or legal briefings where litigation strategy is discussed carry privilege destruction risk if the tool's data handling terms permit retention or training use — confirmed by Hamilton Locke and Clayton Utz analysis (2025–2026).

- ASCR r.4 (competence) and r.9 (confidentiality): confirmed to apply to AI-assisted work by the Joint Statement of the NSW Law Society, Victorian Legal Services Board and Commissioner, and Legal Practice Board of Western Australia, 6 December 2024.
- NSW Supreme Court Practice Note SC Gen 23 (commencing 3 February 2025): AI must not be used to generate the content of affidavits, witness statements or expert reports (including by rephrasing or embellishing); a declaration to that effect is required. Applies to all NSW court proceedings. Queensland Courts issued parallel guidance; NCAT issued Procedural Direction PD7 on generative AI.
- Under the ACL as amended effective 9 November 2023, the monetary contract value threshold was removed entirely; 'small business' is now defined as fewer than 100 employees OR annual turnover under $10 million. The $5 million figure applies to the ASIC Act upfront price cap only. AI trained before November 2023 produces the wrong threshold in contract advice — a material, verifiable error.
- Mandatory merger control regime: the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 introduced a mandatory, suspensory notification regime effective 1 January 2026 (voluntary testing from 1 July 2025). Key thresholds: combined Australian turnover of the merger parties at least AUD $200m AND Australian turnover of at least AUD $50m for at least two parties; expanded thresholds from 1 April 2026. An unapproved notifiable acquisition is void. AI output on ACCC merger review reflects the former informal regime — any M&A work from 1 January 2026 must be assessed under the new regime, not AI output.
- Continuous disclosure negligence standard — nuanced position: the August 2024 government response to the independent review proposes removing the fault element for ASIC civil penalty proceedings but retaining it for private litigants in compensation claims. This is not a blanket restoration of strict liability. Advice on securities class action exposure versus ASIC enforcement exposure differs accordingly. AI that treats the provision as simply 'sunsetted' or simply 'still in force' is wrong on both counts.
- PPSA/PPSR: failure to register a PMSI before the debtor takes possession of inventory (or within 15 business days for non-inventory goods) destroys super-priority permanently and may cause the security interest to vest in the insolvent grantor under s 267 PPSA. This is a catastrophic, irreversible outcome. AI routinely conflates PMSI and non-PMSI timing, and mischaracterises collateral classes.
- Privacy Act reform: Privacy and Other Legislation Amendment Act 2024 (royal assent 10 December 2024). Statutory tort for serious invasions of privacy commenced by proclamation or 10 June 2025 (whichever earlier). Automated decision-making transparency obligations effective 10 December 2026. Criminal doxxing offence in force. Further reform tranches (including a right to erasure and direct right of action) expected — AI advice on the Privacy Act is unreliable from the date of training.
- FIRB thresholds: updated monetary thresholds took effect 1 January 2026. General threshold AUD $1.464 billion; lower thresholds for sensitive sectors, national security businesses and foreign government investors. AI training data frequently reflects outdated thresholds — any FIRB advice must be verified against current Treasury guidance and FIRB Practice Note.
- ASX CGC Principles: AI routinely confuses 3rd edition (2014) with 4th edition (2019). Advice for listed companies must be verified against the current 4th edition. ASX's 'close review procedure' for entities that have previously fallen short of disclosure obligations took effect 26 June 2025 — check whether the client is subject to pre-release announcement review before filing.
- AASB S2 Climate-related Disclosures is mandatory for Group 1 entities (large public interest entities) for financial years commencing on or after 1 January 2025, with first reports due in 2026. AI-drafted governance charters or board risk frameworks for large listed clients must reflect this distinction.
- Murray on behalf of the Wamba Wemba Native Title Claim Group v Victoria [2025] FCA 731: Federal Court ordered the firm to pay indemnity costs after a junior solicitor used Google Scholar to generate citations that were incorrect or non-existent; Justice Murphy published the reasons because of 'a growing problem regarding false citations in documents prepared using AI'. The Dayal matter (FCFCA, 2024–2025): first Australian solicitor to have practising certificate varied for submitting AI-hallucinated citations. At least 12 Australian court decisions addressing AI hallucinations by early 2026.
- Legal professional privilege: uploading client advice or transaction documents to a public LLM may destroy privilege. AI meeting-transcription tools used at board meetings or legal briefings where litigation strategy is discussed carry privilege destruction risk if the tool's data handling terms permit retention or training use — confirmed by Hamilton Locke and Clayton Utz analysis (2025–2026).

## Risks to address

How it goes wrong

## Risks to address

Hallucinated case citations submitted to courts or included in client advice — at least 12 Australian court decisions by early 2026; Murray on behalf of the Wamba Wemba Native Title Claim Group v Victoria [2025] FCA 731 (indemnity costs against firm); Dayal matter FCFCA 2024–2025 (practising certificate varied). These are in the professional liability frame for commercial practitioners, not just litigators. AI produces ACL unfair contract terms analysis using a monetary contract threshold — either the pre-2023 $300k contract value cap, or the $5m ASIC Act figure — instead of the correct ACL position: the monetary threshold was removed entirely on 9 November 2023 and the small business definition is now <100 employees or <$10m annual turnover. Advice may be wrong in both directions (over-inclusive or under-inclusive). AI advises on merger control using the former informal voluntary ACCC regime instead of the mandatory notification regime under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024, effective 1 January 2026 — causing a missed mandatory notification and rendering the acquisition void. AI generates FIRB advice using outdated national security screening thresholds or sector definitions — causing a missed approval obligation with serious regulatory and transaction consequences. AI advises on continuous disclosure exposure treating the August 2024 government response as a blanket restoration of strict liability for all proceedings, or conversely treating the 2021 negligence standard as still fully in force — the correct position is that the fault element is proposed to be removed for ASIC civil penalty proceedings but retained for private litigants in compensation claims. AI incorrectly advises on PPSA/PPSR PMSI registration timing — e.g., applying the 15-business-day non-inventory window to inventory collateral, or vice versa — causing the security interest to vest in the insolvent grantor under s 267 PPSA, resulting in total loss of the secured asset.

- Hallucinated case citations submitted to courts or included in client advice — at least 12 Australian court decisions by early 2026; Murray on behalf of the Wamba Wemba Native Title Claim Group v Victoria [2025] FCA 731 (indemnity costs against firm); Dayal matter FCFCA 2024–2025 (practising certificate varied). These are in the professional liability frame for commercial practitioners, not just litigators.
- AI produces ACL unfair contract terms analysis using a monetary contract threshold — either the pre-2023 $300k contract value cap, or the $5m ASIC Act figure — instead of the correct ACL position: the monetary threshold was removed entirely on 9 November 2023 and the small business definition is now <100 employees or <$10m annual turnover. Advice may be wrong in both directions (over-inclusive or under-inclusive).
- AI advises on merger control using the former informal voluntary ACCC regime instead of the mandatory notification regime under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024, effective 1 January 2026 — causing a missed mandatory notification and rendering the acquisition void.
- AI generates FIRB advice using outdated national security screening thresholds or sector definitions — causing a missed approval obligation with serious regulatory and transaction consequences.
- AI advises on continuous disclosure exposure treating the August 2024 government response as a blanket restoration of strict liability for all proceedings, or conversely treating the 2021 negligence standard as still fully in force — the correct position is that the fault element is proposed to be removed for ASIC civil penalty proceedings but retained for private litigants in compensation claims.
- AI incorrectly advises on PPSA/PPSR PMSI registration timing — e.g., applying the 15-business-day non-inventory window to inventory collateral, or vice versa — causing the security interest to vest in the insolvent grantor under s 267 PPSA, resulting in total loss of the secured asset.

## Review checklist

The lawyer's review checklist

## Review checklist

Every case citation in any AI-generated output has been independently verified on AustLII, Westlaw AU or LexisNexis AU before the document leaves the firm — not spot-checked, but every citation. Every statutory section number, version and commencement date has been verified on legislation.gov.au (or the relevant state equivalent) and confirmed as the version in force at the date of the advice — including checking for amending acts and any delayed commencement provisions. No confidential, commercially sensitive or privileged client information was input into a public or consumer-grade AI tool — confirm the specific tool used has enterprise data non-retention and non-training contractual terms. ACL unfair contract terms threshold, FIRB thresholds, ACCC merger notification thresholds, Corporations Act monetary limits, and any other regulatory dollar figures or commencement dates have been verified against the current legislative instrument or regulator's published guidance — not against AI output. In particular: ACL UCT small business definition is <100 employees or <$10m turnover (not a contract value cap); mandatory merger regime threshold is AUD $200m combined plus AUD $50m for two parties; FIRB general threshold is AUD $1.464 billion (as of 1 January 2026). For any M&A or competition work: merger control obligations assessed under the mandatory notification regime in force from 1 January 2026 under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 — not the former informal ACCC process. Verify whether the transaction is notifiable and obtain clearance or waiver before completion (unapproved notifiable acquisitions are void). For any secured lending or supply arrangement involving PPSA: PMSI registration timing verified for the specific collateral class (before possession for inventory; within 15 business days for non-inventory); collateral description confirmed accurate against the grantor's ABN/ACN and the specific asset; vesting risk on insolvency assessed. AI-drafted contracts, resolutions and board minutes have been fully reviewed at clause level — the supervising lawyer can explain and defend every clause in the document and has not merely skim-reviewed for obvious errors. The client file records what AI tools were used, what inputs were provided, and what lawyer review was performed — to support a professional indemnity defence and comply with any court disclosure obligation (NSW SC Gen 23; Queensland guidance).

- Every case citation in any AI-generated output has been independently verified on AustLII, Westlaw AU or LexisNexis AU before the document leaves the firm — not spot-checked, but every citation.
- Every statutory section number, version and commencement date has been verified on legislation.gov.au (or the relevant state equivalent) and confirmed as the version in force at the date of the advice — including checking for amending acts and any delayed commencement provisions.
- No confidential, commercially sensitive or privileged client information was input into a public or consumer-grade AI tool — confirm the specific tool used has enterprise data non-retention and non-training contractual terms.
- ACL unfair contract terms threshold, FIRB thresholds, ACCC merger notification thresholds, Corporations Act monetary limits, and any other regulatory dollar figures or commencement dates have been verified against the current legislative instrument or regulator's published guidance — not against AI output. In particular: ACL UCT small business definition is <100 employees or <$10m turnover (not a contract value cap); mandatory merger regime threshold is AUD $200m combined plus AUD $50m for two parties; FIRB general threshold is AUD $1.464 billion (as of 1 January 2026).
- For any M&A or competition work: merger control obligations assessed under the mandatory notification regime in force from 1 January 2026 under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 — not the former informal ACCC process. Verify whether the transaction is notifiable and obtain clearance or waiver before completion (unapproved notifiable acquisitions are void).
- For any secured lending or supply arrangement involving PPSA: PMSI registration timing verified for the specific collateral class (before possession for inventory; within 15 business days for non-inventory); collateral description confirmed accurate against the grantor's ABN/ACN and the specific asset; vesting risk on insolvency assessed.
- AI-drafted contracts, resolutions and board minutes have been fully reviewed at clause level — the supervising lawyer can explain and defend every clause in the document and has not merely skim-reviewed for obvious errors.
- The client file records what AI tools were used, what inputs were provided, and what lawyer review was performed — to support a professional indemnity defence and comply with any court disclosure obligation (NSW SC Gen 23; Queensland guidance).

## Tasks (36)

| Task | Level | How AI is used | What the lawyer must review |
| --- | --- | --- | --- |
| [Build an issues table of one-sided contract terms](https://ailawframework.com/practice/commercial-and-corporate-advisory/build-an-issues-table-of-one-sided-contract-terms.md) | Red | From the supplied contract, list termination, variation, liability, renewal and related clauses that look one-sided, with clause references. | Decide whether an unfair-terms or unconscionability regime applies Read each flagged clause with its definitions and related schedules before you advise |
| [Create a contract obligations handover table](https://ailawframework.com/practice/commercial-and-corporate-advisory/create-a-contract-obligations-handover-table.md) | Yellow | Extract agreed deliverables, notice steps, renewal mechanics and other obligations from the complete contract into a table with clause references. | Read each material entry against the contract Reconcile cross-references and exceptions Verify any calculated date before assigning an action |
| [Check that the final contract matches the agreed changes](https://ailawframework.com/practice/commercial-and-corporate-advisory/check-that-the-final-contract-matches-the-agreed-changes.md) | Yellow | Compare the last negotiated version, the issue list and the proposed signing copy; flag unimplemented changes, unexpected edits and broken cross-references. | Review the complete final document and every material difference Confirm commercial instructions and legal effect before authorising the signing copy |
| Draft a first-pass commercial contract from the term sheet | Yellow | Produce a first-draft supply, services, licence or distribution agreement from the agreed term sheet and the firm's precedent, with a list of missing standard… | Read every clause against the deal, the client's risk position and the governing law Check that governing law, liability, IP and termination work before sending |
| Review and redline counterparty paper against the playbook | Yellow | Compare the counterparty draft to the client's playbook and produce a clause-by-clause issues list with suggested mark-up. | Confirm each flagged point is material Read unflagged clauses for interaction effects Approve every tracked change before the redline leaves the firm |
| [Map directors' duties and related-party issues for a company decision](https://ailawframework.com/practice/commercial-and-corporate-advisory/map-directors-duties-and-related-party-issues-for-a-company-decision.md) | Red | From board papers, minutes and registers, list the decision, who benefits, possible conflicts and the approvals or disclosures the constitution and law may… | Apply the current directors' duties and related-party rules to verified facts Do not treat a company search as a complete related-party map |
| [Prepare board and shareholder papers for a share issue, buy-back or capital reduction](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-board-and-shareholder-papers-for-a-share-issue-buy-back-or-capit.md) | Yellow | Draft board resolutions, notices of meeting and a checklist of approvals from the term sheet, constitution and cap table, flagging missing consents. | Confirm the correct statutory power, notice periods and any listing-rule limits Check related-party and disclosure steps before papers go to the board |
| Draft board resolutions and minutes from the meeting papers | Yellow | Turn the agenda, papers and notes into draft resolutions, a circular resolution and minutes, listing decisions that still need a recorded vote or conflict… | Check wording against the constitution and the actual decisions Confirm quorum and conflicts Confirm privileged advice is not copied into the minutes |
| Draft a shareholders' agreement or joint-venture term sheet | Yellow | Produce a first-draft SHA or JV term sheet covering pre-emption, drag/tag, deadlock, information rights and exit, mapped to the share structure in the… | Confirm the mechanisms match the capital structure and work in practice Calibrate restraints, deadlock and dispute clauses to the governing law Do not leave… |
| [Draft a board, audit or risk-committee charter from the constitution](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-board-audit-or-risk-committee-charter-from-the-constitution.md) | Yellow | Produce a first-draft charter mapped to the constitution and the board's existing committee structure, with a list of duties that go beyond current practice. | Check the draft against the constitution and what the board actually does Do not let the charter promise governance the company does not perform |
| Draft a letter of advice or legal opinion from the file | Yellow | Assist with the advice letter to the client under the lawyer's direction, working from the issues and authorities the lawyer has settled and from the… | The reasoning, the qualifications and the conclusion are yours: settle the analysis yourself and read every authority in a trusted source rather than in the… |
| Extract change-of-control, assignment and consent clauses from a contract suite | Green | Read the supplied contracts and produce a table of change-of-control, assignment, consent and termination-on-change clauses with clause references. | Read each flagged clause in full, with definitions and related schedules Decide which consents the proposed deal actually requires |
| Extract key commercial terms from a signed contract into a deal-terms table | Green | Pull parties, term, price, payment, renewal, liability, termination and governing law into a table with clause references. | Check every cell against the signed document Check schedules and defined terms that change the operative clause |
| Prepare the company registration and first-officeholder pack | Green | Draft the registration data sheet, the consents to act, the first directors' resolutions and the opening member register and minute book entries from the… | The lawyer decides the structure, the share classes and whether a constitution displaces the replaceable rules, checks every name, address, share allocation… |
| Build the ASIC lodgement sheet after a change to the company | Green | Draft the lodgement sheet from the executed resolutions, share transfers and officeholder consents: one line per notifiable change with its effective date,… | The lawyer confirms the change actually took effect on the date claimed, that the correct form and provision apply to it, that no line has been taken from a… |
| Assemble the annual review file and the directors' solvency resolution | Green | Draft the annual review file: the register-against-statement comparison, the correction list with the form each correction needs, and the solvency resolution… | The lawyer checks the comparison against the company's own register rather than against the statement, confirms the resolution is passed inside the period… |
| Prepare the share transfer completion and registration pack | Yellow | Draft the registration resolution, the consent and the deed of adherence from the firm's precedents and the executed transfer, draft the updated register… | The lawyer reads the constitution and shareholders agreement for the actual transfer restrictions, confirms each pre-emption step was completed or validly… |
| Build the financial-assistance approval timetable for a share acquisition | Yellow | Work with the lawyer to build the timetable and document list from the structure and the limb the lawyer nominates: each resolution, notice, lodgement and… | The lawyer decides whether the assistance materially prejudices the company, its shareholders or its ability to pay its creditors, which approval limb applies… |
| Prepare the PPSR registration data sheet from the executed terms of trade | Yellow | Draft the registration data sheet from the executed terms of trade and the customer list: collateral class, the PMSI claim, the grantor identifier selected by… | The lawyer confirms the security agreement is in force and has attached, verifies each grantor identifier against a current company or business register… |
| Build the signing and authority pack for a corporate execution | Yellow | Draft the signing pack from the final document and the authority evidence the lawyer supplies: an execution block and signing instruction for each party, the… | The lawyer decides whether the document is a deed, which law governs its execution, and whether the firm is relying on a section 127 execution, an agent, an… |
| Prepare the guarantee and indemnity pack for a corporate obligation | Yellow | Draft the guarantee and indemnity from the firm's precedent and the lawyer's instruction sheet, and build the schedule of guaranteed obligations from the… | The lawyer checks the identity and capacity of each guarantor, including a corporate guarantor's power and its directors' position, decides the scope of the… |
| Record the material personal interest disclosures for a board decision | Red | Index the disclosures the directors have already made and match each one to the agenda item it touches, compare them against the standing register of… | The lawyer confirms each disclosure is the director's own and in the terms the director gave it, decides whether the interest is a material personal interest… |
| [Adopt a firm AI use policy and approved-tools list](https://ailawframework.com/practice/commercial-and-corporate-advisory/adopt-a-firm-ai-use-policy-and-approved-tools-list.md) | Green | Draft from the QLS template and LSBC statement. | Approve the tools list and review annually. |
| [Fix and review an AI-drafted contract a client brings in](https://ailawframework.com/practice/commercial-and-corporate-advisory/fix-and-review-an-ai-drafted-contract-a-client-brings-in.md) | Yellow | Mark up the client's AI draft for Australian-law gaps and one-sided terms. | Re-check every clause against Australian law; AI drafts often skew to the prompter. |
| [First-pass review of NDA or supply terms against a firm playbook](https://ailawframework.com/practice/commercial-and-corporate-advisory/first-pass-review-of-nda-or-supply-terms-against-a-firm-playbook.md) | Yellow | Redline counterparty paper against playbook positions. | Lawyer settles every redline. |
| [Prepare a regulatory-change summary for a corporate client](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-a-regulatory-change-summary-for-a-corporate-client.md) | Green | Summarise new ASIC/ACCC releases into a client update. | Verify citations and dates against the regulator's site. |
| [Anonymise a contract before using an AI tool on it](https://ailawframework.com/practice/commercial-and-corporate-advisory/anonymise-a-contract-before-using-an-ai-tool-on-it.md) | Green | Strip party names and identifiers before upload. | Confirm anonymisation is complete; QLS GS 37 recommends anonymising where feasible. |
| [Record AI use on the matter file for supervision](https://ailawframework.com/practice/commercial-and-corporate-advisory/record-ai-use-on-the-matter-file-for-supervision.md) | Green | Log tool, prompt purpose and verification steps. | Supervisor reviews the log; supports Uniform Law AI statement duties. |
| Draft a first-pass shareholders agreement from a term sheet | Yellow | Generate clauses from the precedent and term sheet. | Lawyer settles every clause. |
| Run an AI review of standard terms of trade for a small business | Yellow | Flag one-sided and unfair terms. | Lawyer applies the UCT regime. |
| Summarise ASIC company extracts into a corporate structure chart | Green | Turn the extracts into an entity chart. | Verify against current extracts. |
| Review a standard-form customer contract for unfair-term risk against the Competition and Consumer Act 2010 | Yellow | List clauses that allocate risk, with the clause number, for the lawyer to read against the Act. | Read the unfair-terms provisions in the Competition and Consumer Act 2010 compilation. A generated list is not that reading. |
| Draft the collateral description in a general security agreement and check it against the Personal Property Securities Act 2009 | Yellow | Draft the collateral description from the asset list the client supplied. | Compare the description with the asset list and with the Personal Property Securities Act 2009 compilation. |
| Draft a deed of variation of a supply contract from the agreed change list | Yellow | Draft the variation so that it contains only the changes on the agreed list. | Read the deed against the agreed list and the original contract. Delete any change that was not agreed. |
| Compare liability caps across a set of customer master services agreements | Yellow | Make a table of the cap clause, the amount and the exclusions from each signed agreement. | Open each signed agreement and correct any cap the table misread. |
| Draft a board paper recommending entry into a supply contract from the contract and the instructions | Yellow | Draft the paper from the contract terms and the instructions. Mark the recommendation as the lawyer's to settle. | The lawyer settles the recommendation. Check every contract term in the paper against the contract. |

## Jurisdiction notes

### Australia

#### Citations

Verify every case, section and threshold on AustLII, Westlaw AU or LexisNexis AU. Murray v Victoria [2025] FCA 731: indemnity costs against a firm for false citations. Dayal (FCFCA, 2024–2025): practising certificate varied.

#### Merger control

Mandatory notification under the Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 applies from 1 January 2026. An unapproved notifiable acquisition is void. AI may reflect the old voluntary process.

#### Directors' duties

Directors' duties, continuous disclosure (check the current fault element) and related-party rules need current ASIC enforcement positions and the facts.

#### Board records

The company secretary and a lawyer review AI-drafted minutes and resolutions before they are finalised or filed. An incorrect record creates ASIC compliance and director liability risk.

#### Confidentiality

Uploading client documents to public AI tools can destroy confidentiality and privilege.

- Never use AI to generate or verify citations, sections or thresholds for advice or court submissions.
- Never rely on AI for obligations under the mandatory merger notification regime.
- Never let AI decide directors' duties, continuous disclosure or related-party exposure.
- Never finalise or file AI-drafted minutes or resolutions without company secretary and lawyer review.

Sources:

- [ACCC: Contracts and unfair contract terms](https://www.accc.gov.au/business/selling-products-and-services/contracts) (checked 2026-09-16)

### New Zealand

Local name: Commercial and corporate advisory (Companies Act 1993)

#### Company law

Companies Act 1993, not the Corporations Act 2001 (Cth). Check the Companies Office register for the entity.

#### Registers

The Companies Office also administers the Personal Property Securities Act 1999, Limited Partnerships Act 2008, Financial Markets Conduct Act 2013 and Takeovers Act 1993.

#### Security interests

Register on the New Zealand PPSR. Do not use an Australian PPSR timing rule.

#### Overseas investment

Overseas Investment Act 2005, not FIRB. Check the Overseas Investment Office position if any party is an overseas person.

#### Consumer and unfair terms

Fair Trading Act 1986, not the ACL.

- Do not file a generated citation, quote or statutory reference until you have opened it in legislation.govt.nz or a trusted case database.
- Do not enter private, confidential, suppressed or privileged material into a public chatbot.

Sources:

- [Companies Act 1993](https://www.legislation.govt.nz/act/public/1993/105/en/latest/) (checked 2026-09-23)
- [Companies Office: legislation for our registers](https://www.companiesoffice.govt.nz/about-us/what-we-do/our-legislation/) (checked 2026-09-23)
- [Personal Property Securities Act 1999](https://www.legislation.govt.nz/act/public/1999/126/en/latest/) (checked 2026-09-23)
- [Overseas Investment Act 2005](https://www.legislation.govt.nz/act/public/2005/0082/latest/DLM356881.html) (checked 2026-09-23)
- [Fair Trading Act 1986](https://www.legislation.govt.nz/act/public/1986/121/en/latest/) (checked 2026-09-23)
- [Courts of New Zealand: GenAI guidelines — Lawyers (7 December 2023)](https://www.courtsofnz.govt.nz/assets/6-Going-to-Court/practice-directions/practice-guidelines/all-benches/20231207-GenAI-Guidelines-Lawyers.pdf) (checked 2026-09-23)
- [NZLS: Generative AI guidance for lawyers (March 2024)](https://www.lawsociety.org.nz/professional-practice/rules-and-maintaining-professional-standards/generative-ai-guidance-for-lawyers/) (checked 2026-09-23)

### United States

Local name: Commercial and corporate advisory (contracts, company law, governance)

#### Governing law

State company and contract law (for example the Delaware General Corporation Law) plus the Uniform Commercial Code as enacted in the state. No Corporations Act 2001 (Cth) analogue.

#### Federal overlays

Securities, antitrust and, for some industries, sector regulators.

#### Citations

Verify every statutory citation in the current state code or official compilation.

#### Ethics

Formal Opinion 512 and Rule 1.1 comment 8: understand the tool; you remain responsible for the advice. Rule 1.6 governs deal terms and board materials.

- Do not treat a generated Delaware or UCC citation as current until you open the official code.
- Do not upload board papers or transaction documents to a public generative tool.

Sources:

- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-09-23)
- [ABA Model Rule 1.1, Comment 8](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/comment_on_rule_1_1/) (checked 2026-09-23)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-09-23)
- [Delaware Code, Title 8, Chapter 1: General Corporation Law](https://delcode.delaware.gov/title8/c001/sc01/index.html) (checked 2026-09-23)
- [Uniform Law Commission: Uniform Commercial Code](https://www.uniformlaws.org/acts/ucc) (checked 2026-09-23)

## Sources

- [ACCC: Contracts and unfair contract terms](https://www.accc.gov.au/business/selling-products-and-services/contracts) (checked 2026-09-16)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*