---
title: "Compare alleged facts with the signed material-adverse-change clause"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/compare-alleged-facts-against-the-mac-definition-in-the-signed-deal/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-T1-R11-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Compare alleged facts with the signed material-adverse-change clause

> Quote the signed definition, then list each alleged fact beside the words in that definition it is said to meet, with the source page. Write no breach conclusion and no notice.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/compare-alleged-facts-against-the-mac-definition-in-the-signed-deal/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Quote the signed definition, then list each alleged fact beside the words in that definition it is said to meet, with the source page. Write no breach conclusion and no notice. |
| What the lawyer must review | Whether facts meet a material-adverse-change clause is a reading of the signed contract. No statute opened for this task sets a universal test. Formal Opinion 512 and Model Rule 1.1 require the lawyer to verify the comparison before anyone relies on it. A notice under the contract is written by the lawyer. |
| Written for | United States |
| Applies to | [Compare alleged facts against the MAC definition in the signed deal](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/compare-alleged-facts-against-the-mac-definition-in-the-signed-deal.md) |

## Checking plan

- What the AI does: Quote the signed definition, then list each alleged fact beside the words in that definition it is said to meet, with the source page. Write no breach conclusion and no notice.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Use the signed definition, not a market summary of what a material adverse change usually means.
- The comparison table is not a notice that may be sent.

## 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 2026-10-22)
- [ABA Model Rule 1.1, Competence](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/) (checked 2026-10-22)
- [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 2026-10-22)

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