Draft a first-pass shareholders' agreement from a term sheet
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Draft a first-pass shareholders' agreement that follows the term sheet, with a square-bracket gap for every term the sheet does not state.
- What the lawyer must review
- Read every clause against the term sheet before anyone signs. The Delaware General Corporation Law sections on the board and on officers are not a shareholders' agreement. The agreement is a contract under the state law the governing-law clause selects, which you open. Formal Opinion 512: uncritical reliance on generated text can fail Model Rule 1.1, and Comment 8 to Rule 1.1 requires the lawyer to understand the benefits and risks of the technology. Model Rule 1.6 bars putting the term sheet into a tool that does not protect confidentiality.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- 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.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.