---
title: "Comment on a purchase agreement for the lawyer to rewrite"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-T1-R4-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Comment on a purchase agreement for the lawyer to rewrite

> In a separate list, note missing parties, price, closing conditions and liability caps, with clause numbers. Write no replacement clause and no sentence that could be pasted into the agreement.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement/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 | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | In a separate list, note missing parties, price, closing conditions and liability caps, with clause numbers. Write no replacement clause and no sentence that could be pasted into the agreement. |
| What the lawyer must review | The signed purchase agreement is the lawyer's document. Opinion 512 allows a tool to assist the review and leaves the lawyer responsible under Rule 1.1 for every word that is signed. Rule 1.6 applies before the draft goes into a tool that retains it. Delaware § 251 governs a merger agreement of a Delaware corporation, including the stockholder vote unless a subsection of § 251 fits. It is not the rule for a private purchase of stock or assets. |
| Written for | United States |
| Applies to | [Draft or redline the share or asset purchase agreement](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/draft-or-redline-the-share-or-asset-purchase-agreement.md) |

## Checking plan

- What the AI does: In a separate list, note missing parties, price, closing conditions and liability caps, with clause numbers. Write no replacement clause and no sentence that could be pasted into the agreement.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Comments stay out of the execution version.
- Do not assume the company is a Delaware corporation.

## 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)
- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter IX, including § 251](https://delcode.delaware.gov/title8/c001/sc09/index.html) (checked 2026-10-22)

## 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.

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