---
title: "Draft or redline the share or asset purchase agreement"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement"
type: "task"
site: "AI Law Framework"
id: "A2-T1-R4"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Draft or redline the share or asset purchase agreement

> Draft an SPA or APA from the term sheet, or redline the other side's draft against precedent, listing deviations on warranties, CPs, MAC, liability and completion.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement  
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 | Draft an SPA or APA from the term sheet, or redline the other side's draft against precedent, listing deviations on warranties, CPs, MAC, liability and completion. |
| What the lawyer must review | Read every operative clause Check risk allocation matches the agreed deal and the governing law, not a default foreign position |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

**Lawyer review required**

The responsible lawyer reviews the work against the instructions, sources and intended use.

- What the AI does: Potential support includes preparing preliminary structure or wording and identifying points for review. Confirm the tool’s capability and permitted scope.
- What the lawyer does: Set the scope, verify the evidence, resolve exceptions and approve the final output for its intended use.
- Who reviews: Responsible lawyer with competence in the matter
- Basis: Suggested checking approach based on the task guidance. Complete the assessment for the actual tool, information and jurisdiction.
- Why: The plan reflects the described work and review requirements. Policy colours are not used to determine permission or checking.

## Checks the lawyer makes

1. Calculate operative dates independently from the current rule and actual triggering event. Check exceptions and record the verified deadline.
2. Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
3. Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
4. Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
5. Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.

## Notes

- Confirm the required checking with the responsible lawyer before work starts. The checking approach does not establish permission to use AI.

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Non-binding letter of intent for a stock or asset purchase](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-nonbinding-letter-of-intent.md) | Letter | Yellow | Non-binding US letter of intent for a stock or asset purchase. Price, structure and conditions are an expression of interest only.… |

Signed-in accounts can read the full text of each one.

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement/united-states.md) | Red |

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