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Intermediate

Tutorial 12: Practice Area Deep Dives for Legal Professionals

Master Claude's capabilities across M&A, real estate, banking, employment, and IP practice areas with specialized prompting techniques

Practice Area Deep Dives for Legal Professionals

Intermediate Level

Basic Claude experience required | Time: 75 minutes

Learning Objectives

By the end of this tutorial, you will:

  • Master Claude's capabilities in M&A/Private Equity document analysis
  • Develop expertise in real estate transaction document review
  • Understand banking and finance agreement analysis workflows
  • Apply Claude to employment law matters efficiently
  • Navigate intellectual property assessment and portfolio analysis

Part 1: M&A/Private Equity Deep Dive

Understanding M&A Document Complexity

M&A transactions involve multiple interconnected documents. Claude excels at this complexity:

Document TypeAnalysis ChallengeClaude's Strength
Share Purchase Agreement (SPA)Warranties/conditions/covenants layersExtracts all provisions systematically
Limited Partnership Agreement (LPA)Fee structures across tiersCreates comparison tables automatically
Due Diligence ReportsVolume of documents (500+)Summarizes key risks across all docs
Term SheetsMultiple conditions precedentMaps contingencies and interdependencies

Exercise 1: Share Purchase Agreement (SPA) Analysis

Scenario: Your client is acquiring a tech startup. You've received a 50-page SPA and need to assess warranty and indemnification provisions.

Prompt Template:

I've uploaded a Share Purchase Agreement for the acquisition of [Company Name].
I represent the BUYER/SELLER [specify].

Please provide a comprehensive warranty and indemnification analysis:

## PART 1: WARRANTY SCHEDULE ANALYSIS
For each warranty category (fundamental, representations, compliance, etc.):

| Warranty Type | Standard Market Language | Actual Language | Materiality Threshold | Survival Period | Risk Level |
|---------------|-------------------------|-----------------|----------------------|-----------------|-----------|
| [Warranty 1] | [Market standard] | [Actual] | [Yes/No] | [Months] | Red/Yellow/Green |

## PART 2: INDEMNIFICATION STRUCTURE
- Basket threshold (de minimis):
- Cap on total indemnification:
- Survival periods by category:
- Exceptions to indemnification:
- Escrow arrangement (if applicable):

## PART 3: CLOSING CONDITIONS
List all conditions precedent to closing:
- Material adverse change (MAC) definition - is it broad or narrow?
- Third-party consents required:
- Regulatory approvals needed:
- Financing conditions (if relevant):

## PART 4: COVENANTS ANALYSIS
| Covenant | Duration | Party Obligated | Consequence of Breach | Importance |
|----------|----------|-----------------|----------------------|-----------|

## PART 5: RISK SUMMARY
- Top 5 risks for [BUYER/SELLER]
- Compared to market standard in [INDUSTRY]:
  - Are warranty caps market?
  - Is indemnification basket market?
  - Are survival periods reasonable?
- Recommended negotiation priorities

## PART 6: POST-CLOSING MECHANICS
- Escrow percentage and duration:
- Claim procedures:
- Post-closing audits or true-up:
- Tax indemnification structure:

Always Specify Perspective

Specify whether you represent BUYER or SELLER early in the prompt to get tailored risk analysis.

Exercise 2: Limited Partnership Agreement (LPA) Review

Scenario: Your fund is investing in a new fund. You need to understand fee structures and distribution waterfall.

Prompt:

I've uploaded an LPA for [Fund Name]. Our firm is considering becoming an LP.

Please analyze the economic terms:

## ECONOMICS ANALYSIS
1. Management Fee Structure
   - Percentage of committed capital vs. invested capital?
   - Fee break points for larger amounts?
   - Expense allocation to management fees?
   - Duration of management fee payment:

2. Carried Interest
   - Percentage carried interest:
   - Catch-up provision (explain):
   - Distribution waterfall sequence:
   - GP commitment (skin in the game):

3. Distribution Waterfall
   - Draw the full waterfall sequence:
   1. Return of LP capital
   2. Return on LP capital at [X]% hurdle
   3. Balance split [X% GP / X% LP]
   - Clawback provisions?

## COMPARISON TO MARKET
Typically, PE funds follow:
- 2% management fee (your fund: __)
- 20% carried interest (your fund: __)
- 8% hurdle rate (your fund: __)

How does this fund compare?

## KEY PROVISIONS
- Subscription/call schedule:
- Removal of GP (specify grounds):
- Information rights:
- Transfer restrictions:
- Tag-along/drag-along rights:

## RECOMMENDATIONS
For our investment decision:
1. Most favorable provisions:
2. Most concerning provisions:
3. Are there market gaps (e.g., no clawback)?
4. Should we negotiate side letter for better terms?

Exercise 3: Due Diligence Document Compilation

Scenario: Managing a 450-document data room for acquisition due diligence.

Workflow:

STEP 1: DOCUMENT CATEGORIZATION PROMPT

I'm uploading documents from the target company's data room (450+ docs).
Please categorize each as I share it in batches.

Format: [Doc #] | [Category] | [Key Risk Areas] | [Relevance Score: 1-5] | [Action Req'd: Y/N]

Categories:
- FINANCE (P&L, balance sheets, tax returns)
- CONTRACTS (material contracts, supplier agreements)
- LITIGATION (disputes, claims, settlements)
- COMPLIANCE (regulatory filings, licenses)
- IP (patents, trademarks, licenses)
- HR (employee issues, benefits plans)
- ENVIRONMENTAL (permits, reports, compliance)
- OTHER

---

STEP 2: RISK SYNTHESIS PROMPT (after batch 1)

Based on the 50 documents categorized so far, identify:

## RED FLAGS EMERGING
- Unusual contract terms suggesting hidden issues:
- Litigation themes appearing multiple times:
- Compliance gaps visible:
- Customer concentration concerns:

## PRIORITY FOLLOW-UP ITEMS
Which data room folders should we request before proceeding?

---

STEP 3: DEAL ASSESSMENT PROMPT (final)

Based on all DD documents reviewed, assess:

1. Deal certainty - confidence by area:
   - Financial integrity: ___
   - Legal compliance: ___
   - Customer contracts: ___
   - IP protection: ___

2. Valuation impact:
   - Items affecting purchase price adjustment:
   - Escrow recommendations:
   - Indemnity cap recommendations:

3. Go/No-go decision factors for partner review.

Claude vs. Harvey vs. Legora for M&A

CapabilityClaudeHarveyLegora
SPA AnalysisCustomizable criteriaTemplate-basedNot focused
LPA EconomicsWaterfall visualizationLimitedGood for comparisons
Bulk DD Review450+ docs, custom prioritiesStructured workflowTabular extraction
Cost per deal$50-200 (Claude credits)$2,000-5,000$3,000-10,000
CustomizationCompleteModerateModerate
Speed (450 docs)2-3 hours1-2 hours (set-up heavy)2-3 hours

Part 2: Real Estate Transactions

Exercise 4: Commercial Lease Analysis & Abstraction

Scenario: Your client is the landlord reviewing a 40-page triple-net lease. You need to extract operative terms.

Comprehensive Prompt:

I've uploaded a commercial lease. I represent the LANDLORD/TENANT [specify].

Create a lease abstraction document:

## PARTIES & PROPERTY
- Landlord (full legal name):
- Tenant (full legal name):
- Property address:
- Permitted use:
- Suite/unit numbers:
- Total rentable square footage:

## LEASE TERM
- Commencement date:
- Initial lease term (years):
- Renewal options (number and duration):
- Termination notice periods:
- Hold-over provisions:

## RENT & FINANCIAL OBLIGATIONS
1. Base Rent Schedule
   Year 1-2: $__/sq ft (total: $___)
   Year 3-4: $__/sq ft (total: $___)
   [Continue for full term]

2. Operating Expenses/NNN
   - Type of expense pass-through:
   - Base year (if applicable):
   - Expense cap or growth limitations:
   - Tenant's proportionate share:
   - Exclusions from operating expenses:

3. Other Financial Obligations
   - Security deposit amount:
   - Tenant improvement allowance:
   - Parking charges:
   - Utility responsibilities:

## MAINTENANCE & REPAIRS
| Item | Landlord Responsible | Tenant Responsible | Notes |
|------|---------------------|-------------------|-------|
| HVAC | | | |
| Roof | | | |
| Walls/Paint | | | |
| Utilities | | | |

## INSURANCE & LIABILITY
- Required coverage amounts:
- Additional insured requirements:
- Waiver of subrogation:
- Indemnification provisions:

## DEFAULT & REMEDIES
- Cure periods:
- Notice requirements:
- Landlord's remedies:
- Attorney's fee provisions:

## SPECIFIC TENANT CONCERNS (if tenant)
- Quiet enjoyment guarantees?
- Right to terminate for failure of quiet enjoyment?
- Expansion rights?
- Right of first refusal on adjacent space?
- Assignment/subletting restrictions?

## SPECIFIC LANDLORD CONCERNS (if landlord)
- Personal guarantee required?
- Guarantor personal liability?
- Fixture ownership upon lease end?
- Subordination provisions?

## RISK ANALYSIS
| Issue | Severity | Market Standard | Negotiable? |
|-------|----------|-----------------|------------|
| NNN Escalation | Red/Yellow/Green | 3-4%/year | Y/N |
| Personal Guarantee | Red/Yellow/Green | Common for [tenant type] | Y/N |
| Replacement Reserve | Red/Yellow/Green | [Market practice] | Y/N |

## RECOMMENDATIONS
Top 5 provisions requiring negotiation or clarification.

Exercise 5: Title and Survey Review

Scenario: Real estate closing tomorrow. Reviewing title commitment and survey.

Prompt:

I've uploaded:
1. Title commitment from [title company]
2. Current survey of [property]

Please analyze for closing readiness:

## SURVEY COMPLIANCE
- Survey shows all easements disclosed in title commitment? Y/N
- Encroachments identified (specify):
- Boundary disputes visible:
- Improvement locations confirmed:
- Access confirmed:

## TITLE COMMITMENT ANALYSIS

### Schedule A (Policy Issued)
- Vesting (current owner and how title held):
- Effective date:
- Prior owner vesting:

### Schedule B-1 (Requirements)
List all requirements that must be satisfied at closing:
| Requirement | Type | Solution | Cleared? |
|------------|------|----------|----------|
| | | | |

**KEY QUESTION**: Can all B-1 requirements be satisfied by closing date?

### Schedule B-2 (Exceptions)
| Exception | Type | Impact | Coverage |
|-----------|------|--------|----------|
| Taxes | Standard | None | Excluded |
| Utilities | Easement | [Specify] | Covered? |

**Risk Assessment**:
- Any exceptions that would be deal-killers?
- Any exceptions discoverable on survey?
- Any exceptions that need title insurance endorsement?

## PRE-CLOSING CHECKLIST
- [ ] All B-1 requirements satisfied or waived?
- [ ] Survey dated within [6 months/1 year]?
- [ ] No new liens on survey?
- [ ] No encroachments beyond standard easements?
- [ ] All improvements on survey within property boundaries?
- [ ] Easements acceptable to buyer?
- [ ] Lender requirements met?

## ISSUES FOR SETTLEMENT ATTORNEY
List anything that needs resolution before closing.

Real Estate Comparison: Claude vs. Competitors

TaskClaudeLegoraiManage RE
Lease abstractionFull-featuredNot designedAutomated
Title reviewRisk identificationNo capabilityNo capability
Multi-document comparisonPortfolio viewPortfolio viewFull suite
Cost per transaction$20-50$500-1,000$2,000+
Custom criteriaFullLimitedLimited

Request Year 10 Projections

For rent escalation clauses, ask Claude to calculate Year 10 rent to visualize long-term impact.


Part 3: Banking & Finance Agreements

Exercise 6: Facility Agreement Analysis

Scenario: Your client is borrowing $50M. You need to understand the credit agreement structure.

Prompt:

I've uploaded a credit facility agreement. Our firm represents the LENDER/BORROWER.

Please provide a comprehensive credit analysis:

## FACILITY STRUCTURE
- Facility type (term loan, revolving credit, etc.):
- Total commitment amount:
- Tranches (if multiple):
  - Tranche A: $__ (terms: __)
  - Tranche B: $__ (terms: __)
- Accordion/expansion feature?

## PRICING & COSTS
| Cost Item | Amount/Rate | Basis | Comment |
|-----------|------------|-------|---------|
| Interest rate | SOFR + __% | [Floating/Fixed] | |
| Commitment fee | __% | Undrawn balance | |
| Upfront fee | __% | Total facility | |
| Agent fee | $__ | Flat | |
| Unused fee | __% | Undrawn portion | |

## TERM & MATURITY
- Availability period:
- Repayment schedule:
- Final maturity date:
- Extension options:
- Prepayment terms (any penalties?):

## KEY COVENANTS

### Affirmative Covenants (Borrower Must):
1. Financial reporting obligations:
   - Quarterly financials: __ days after quarter-end
   - Annual audit: __ days after year-end
   - Management certificates: Frequency?

2. Insurance requirements:
   - General liability: $__
   - Property: __% of value
   - Coverage must include: [list]

3. Other affirmative covenants:
   - [List all with performance requirements]

### Negative Covenants (Borrower Cannot):
| Covenant | Threshold/Restriction | What Requires Lender Consent? |
|----------|----------------------|-------------------------------|
| Debt/EBITDA | Not to exceed X:1 | Excess? |
| Interest coverage | Minimum X:1 | Below threshold? |
| Minimum cash | Not less than $__ | Excess draws? |
| Capex spending | Not to exceed $__ | Overages? |
| Dividend payments | Restricted if [condition] | Any restrictions? |
| M&A activity | Require lender consent if > $__ | Amount requiring approval? |
| Asset sales | Require lender consent if > $__ | Amount requiring approval? |

## DEFAULT TRIGGERS
| Default Type | Grace Period | Lender Action |
|--------------|--------------|---------------|
| Payment default | [Days] | Immediate acceleration? |
| Covenant breach | [Cure period] | Waivable? |
| Cross-default | [Other debts] | Threshold? |
| Material adverse change | Subjective? | Definition provided? |

## LENDER PROTECTIONS
- Representations & warranties (list key ones):
- Financial covenants (detail each):
- Information rights:
- Inspection rights:
- Control of collateral:
- Prepayment penalty provisions:

## COMPARISON TO MARKET
- Is pricing in line with comparable transactions?
- Are covenants tight or loose?
- Is MAC clause broad or narrow?
- Are default provisions borrower-friendly?

## RISK FOR [LENDER/BORROWER]
Top 5 concerns and recommendations.

Verify Rate Calculations

For SOFR/LIBOR rates, ask Claude to show the formula step-by-step and verify independently.

Exercise 7: ISDA Master Agreement Review

Scenario: Your client is a financial institution executing derivatives. Reviewing ISDA for counterparty.

Prompt:

I've uploaded an ISDA Master Agreement and related documents.

Create a counterparty risk profile:

## DOCUMENT STRUCTURE
- ISDA version (2002 or later?):
- Attached schedules:
  - Schedule (elections made):
  - Credit Support Annex (CSA):
  - Other attachments:

## CREDIT SUPPORT/COLLATERAL
- Collateral type (cash, securities):
- Threshold before posting required:
  - Your threshold: $__
  - Counterparty threshold: $__
  - Asymmetry? (Risk for whom?)

- Haircuts applied:
  - Type A collateral: __ % haircut
  - Type B collateral: __ % haircut
  - Consequences of haircut mismatch:

- Margin call procedures:
  - Frequency: Daily/Weekly/Other
  - Settlement period: __ days
  - Dispute resolution: [Specify]

## DEFAULT PROVISIONS
- Triggers (list all):
- Grace periods:
- Termination procedures:
- Closeout methodology:
  - Bilateral (both parties submit quotes) or Unilateral?
  - If unilateral, who determines value? (Favors whom?)

## TERMINATION PAYMENTS
- Close-out amount calculation:
  - Market quotation method or loss method?
  - Impact on recovery: [Analyze]

## KEY PROVISIONS FOR ANALYSIS

| Provision | Election | Impact | Exposure |
|-----------|----------|--------|----------|
| Early termination date | [Specify] | [Consequence] | [Your risk] |
| Transfer | Permitted to whom? | [Consequence] | [Your risk] |
| Netting | Permitted? | [Benefit] | [Exposure] |
| Collateral transfer | Optional/Required? | [Consequence] | [Your risk] |

## FINANCIAL COVENANTS
- Credit rating maintenance required?
- Debt ratios maintained?
- Consequences of breach?

## COUNTERPARTY RISK ASSESSMENT
- Current credit rating:
- Recent financial performance:
- Covenant compliance history:
- Collateral adequacy for current exposure:
- Concentration risk (other contracts with counterparty):

## STRESS TEST SCENARIOS
Given current market conditions:
- If counterparty credit rating drops 2 notches: [Impact on collateral requirements]
- If market conditions move 100 bps: [Exposure increase]
- Recommended actions: [List]

## COMPARISON TO YOUR STANDARD ISDA
- Material deviations from your market standard:
- Acceptable compromises:
- Unacceptable items requiring renegotiation:

Part 4: Employment Law

Exercise 8: Dismissal and Discrimination Claims Analysis

Scenario: Your client company received notice of an employment discrimination claim. Assess exposure.

Prompt:

I've uploaded the EEOC charge/complaint of discrimination.

Provide a preliminary defense assessment:

## CLAIMANT & BACKGROUND
- Name and role at company:
- Employment dates:
- Direct manager:
- Department:
- Last performance review rating:

## PROTECTED CLASS & BASIS OF CLAIM
- Protected class (race/gender/age/disability/religion/other):
- Adverse action claimed (termination/demotion/harassment/retaliation):
- Timeline of events:

## LEGAL ELEMENTS ANALYSIS

For the claimed discrimination:
| Element | Claimant Allegation | Our Evidence/Rebuttal | Strength Assessment |
|---------|------------------|----------------------|-------------------|
| [Element 1] | [What they claim] | [What we have] | Strong/Weak case |

## COMPARATOR ANALYSIS
Did we treat similarly-situated employees differently?
- Identify comparators (same job level, same manager, similar performance):
  - Comparator 1: [Name, Race/Gender/Age], [Action taken]
  - Comparator 2: [Name, Race/Gender/Age], [Action taken]
- How were they treated differently or similarly?
- Legitimate non-discriminatory reasons for difference?

## TEMPORAL PROXIMITY
- When did protected activity occur?
- When was adverse action taken?
- Any intervening legitimate reasons for action?
- Suspicious timing analysis?

## RETALIATION RISK
- Did employee engage in any protected activity (filed complaint, accommodation request, etc.)?
- Timeline from protected activity to adverse action:
- Other potential retaliatory actions against same employee?
- Pattern of retaliation against others in protected class?

## DOCUMENTATION REVIEW
Documents to obtain immediately:
1. Hiring file for claimant:
2. Performance reviews:
3. Disciplinary file:
4. Termination decision file:
5. Communications from manager about claimant:
6. HR investigation files:
7. Communications with company counsel:

## INVESTIGATION QUESTIONS FOR COMPANY
1. What was stated reason for termination/action?
2. Who made the decision?
3. What process was followed?
4. Were there prior warnings?
5. Who else was involved in the decision?
6. Are there email/messages about the decision?

## PRELIMINARY RISK ASSESSMENT

| Risk Factor | Severity | Mitigation |
|------------|----------|-----------|
| Weak documentation | Red/Yellow/Green | [What to do] |
| Strong comparator | Red/Yellow/Green | [What to do] |
| Suspicious timing | Red/Yellow/Green | [What to do] |
| Witness corroboration | Red/Yellow/Green | [What to do] |

## DEFENSE STRATEGY RECOMMENDATIONS
1. Go/No-go recommendation for settlement vs. defense:
2. Priority investigation areas:
3. Witness interview priorities:
4. Document preservation notice required?
5. Insurance notification required?

## NEXT STEPS (48-72 HOURS)
- [ ] Prepare written response to EEOC
- [ ] Conduct internal investigation
- [ ] Interview manager and decision-maker
- [ ] Preserve all relevant documents
- [ ] Review other company actions toward protected classes
- [ ] Analyze similar employee outcomes
- [ ] Notify insurance carrier

Provide Comparator Lists Upfront

Include a list of comparable employees with demographics to get accurate comparator analysis.

Exercise 9: Employment Contract Review

Scenario: Executive hire. Review offer letter and employment agreement.

Prompt:

I've uploaded the employment agreement for [Executive Title].

Provide a comprehensive review for the COMPANY/EXECUTIVE [specify]:

## POSITIONS & COMPENSATION
- Title:
- Reporting to:
- Annual base salary:
- Bonus structure (target and caps):
- Benefits (health insurance, retirement, etc.):
- Sign-on bonus (if any):
- Equity grants (options/RSUs):

## TERM & TERMINATION
| Scenario | Notice Required | Severance Due | Acceleration |
|----------|-----------------|---------------|--------------|
| Termination without cause | __ days | __ months salary | Full/Partial |
| Termination for cause | __ days | None/Partial | None |
| Resignation | __ days | None | None |
| Change of control | [Specify] | [Specify] | Full/Partial |

## KEY COVENANT ANALYSIS

| Covenant | Duration | Scope | Enforceability Risk | Negotiability |
|----------|----------|-------|-------------------|----------------|
| Non-Compete | [Months/Years] | [Geography/Industry] | Red/Yellow/Green | Y/N |
| Non-Solicitation | [Duration] | [Customers/Employees] | [Risk level] | Y/N |
| Confidentiality | Perpetual | [Scope defined?] | [Risk level] | Y/N |
| IP Assignment | Perpetual | [Scope] | [Risk level] | Y/N |

## NON-COMPETE ENFORCEABILITY ANALYSIS
For [State/Jurisdiction]:
- Is non-compete valid in this jurisdiction?
- Is duration reasonable?
- Is geographic scope reasonable?
- Is scope of restricted activities reasonable?
- Likelihood of enforcement: [High/Medium/Low]
- Suggested modifications: [List]

## CHANGE OF CONTROL PROVISIONS
- Single or double trigger severance?
- Acceleration percentage:
- Severance multiples of salary:
- Bonus treatment:
- Benefits continuation:
- Tax gross-up provisions?

## TERMINATION FOR CAUSE DEFINITION
| Trigger | Definition Provided? | Subjective Risk | Notice/Cure? |
|---------|---------------------|-----------------|--------------|
| Gross negligence | [Yes/No] | [High/Med/Low] | [Days] |
| Violation of law | [Yes/No] | [High/Med/Low] | [Days] |
| Willful misconduct | [Yes/No] | [High/Med/Low] | [Days] |
| [Other] | [Yes/No] | [High/Med/Low] | [Days] |

## INTELLECTUAL PROPERTY ASSIGNMENT
- What IP is covered?
- Pre-employment IP carved out?
- Side projects/moonlighting allowed?
- Assignment language: Broad or narrow?
- Invention disclosure procedures:

## RECOMMENDATIONS
For [COMPANY/EXECUTIVE]:
1. Highest priority items to negotiate:
2. Market competitiveness analysis:
3. Red flags requiring attention:
4. Suggested redline language:

Exercise 10: Non-Compete Enforceability Assessment

Scenario: Your company wants to enforce a non-compete. Assess likelihood of success.

Prompt:

I've uploaded the non-compete provision from [Employee Name]'s employment agreement.

Provide a state-specific enforceability analysis for [STATE]:

## GENERAL ENFORCEABILITY FRAMEWORK
In [State]:
- Are non-competes generally enforceable? Yes/Partially/No
- Is there a statute governing non-competes?
- Key case law:

## REASONABLENESS ANALYSIS

### 1. Duration
- Clause specifies: [X months/years]
- Reasonable for [industry]? Yes/No
- Judicial precedent in [State]: [Cases]
- Risk level: Red = Invalid / Yellow = Questionable / Green = Reasonable

### 2. Geographic Scope
- Clause restricts: [Specific areas]
- Is scope tied to actual business territory? Yes/No
- Case law on geographic scope: [Analyze]
- Risk level: Red/Yellow/Green

### 3. Scope of Restricted Activities
- What activities are restricted?
- Is restriction tied to legitimate interests? (trade secrets/customer relationships/goodwill)
- Is scope broader than necessary? Yes/No
- Risk level: Red/Yellow/Green

## LEGITIMATE BUSINESS INTEREST TEST
Must one of the following be present:
- [ ] Trade secrets
- [ ] Confidential business information
- [ ] Substantial customer relationships
- [ ] Goodwill associated with ongoing business

Evidence of legitimate interest: [Analyze]

## EMPLOYEE CONSIDERATIONS
- What was employee's role?
- Access to trade secrets?
- Key customer relationships?
- Valuable business information?
- Irreplaceable skills?

## HARM ANALYSIS
- Can we quantify harm from competitive activity?
- Are damages difficult to calculate?
- Irreparable injury argument:
- Inadequacy of monetary damages:

## ENFORCEMENT STRATEGY
1. Likelihood of obtaining preliminary injunction: [Percentage]
2. Likelihood of ultimate enforcement: [Percentage]
3. Evidentiary challenges to overcome:
4. Strongest arguments:
5. Weakest arguments:

## RECOMMENDATIONS
1. Should we pursue enforcement? Y/N
2. If yes, preliminary injunction timing:
3. If weak case, settlement target:
4. Lessons for future non-competes:

Part 5: Intellectual Property

Exercise 11: Patent Application Review

Scenario: Technical team developed new software process. Assess patentability before application.

Prompt:

I've uploaded documentation about our [Technology/Process].

Provide a patentability pre-assessment:

## TECHNOLOGY SUMMARY
- What is the core innovation?
- How does it differ from existing solutions?
- What specific problem does it solve?
- Who are the competitors with similar solutions?

## PATENTABILITY ANALYSIS

### 1. Eligible Subject Matter
- Is this patent-eligible in [relevant jurisdiction]?
- Abstract idea? Mathematical formula? Business method? (Red flags)
- Technical application that produces non-abstract result? (Green flag)
- Test under [current case law]:
- Risk level: Red = Likely ineligible / Yellow = Questionable / Green = Strong subject matter

### 2. Novelty (Anticipation Analysis)
Prior art you're aware of:
| Reference | Publication Date | Key Teaching | Defeats Our Claims? |
|-----------|------------------|--------------|-------------------|
| Patent [#] | [Date] | [What does it disclose] | Y/N |

Can we design around this prior art?

### 3. Non-Obviousness
- What would be obvious to a person skilled in [technology] field?
- Do we have evidence of secondary considerations?
  - Long-felt but unsolved need?
  - Commercial success attributable to invention?
  - Industry praise?
  - Copying by competitors?

### 4. Enablement & Written Description
- Are the specifications detailed enough to enable someone skilled in the art to make/use the invention?
- Are claim boundaries clearly described?

## CLAIMS STRATEGY
Recommended claims approach:
- Broad independent claim covering: [Scope]
- Medium-scope claims covering: [Specific implementations]
- Narrow dependent claims covering: [Specific embodiments]

Draft exemplary independent claim:

Verify Prior Art Searches

Request USPTO prior art search results before relying on patentability analysis.

Exercise 12: Trademark Analysis

Scenario: Company wants to protect brand. Analyze registration options and risks.

Prompt:

We want to protect the following trademarks: [List marks and goods/services]

Provide a trademark availability and registration analysis:

## MARK ANALYSIS FOR EACH PROPOSED MARK

Mark: [MARK]
Goods/Services: [Specify class and goods/services]

### 1. Distinctiveness Assessment
- Fanciful/Arbitrary: (Strongest protection)
- Suggestive: (Strong protection)
- Descriptive: (Weak protection - needs secondary meaning)
- Generic: (NO protection)
- Our mark falls into: [Category]
- Strength of trademark: Green = Strong / Yellow = Moderate / Red = Weak

### 2. Availability Analysis (Requires USPTO TESS search)
- Identical marks in identical classes: [Y/N - specify findings]
- Confusingly similar marks in same/related classes: [Y/N - specify]
- Likelihood of confusion analysis (PICQUAL factors):
  - Similarity of marks: (1-5 scale: __)
  - Relatedness of goods/services: (1-5 scale: __)
  - Strength of existing mark: (1-5 scale: __)
  - Actual confusion likelihood: [High/Med/Low]

### 3. Registration Refusals Likely
- Merely descriptive? [Y/N - explain]
- Merely geographic? [Y/N - explain]
- Offensive/disparaging? [Y/N - explain]
- Suggested overcomiing strategies: [List]

### 4. Specimen & Use Requirements
- Goods currently in use? [Y/N]
- If not, timeline for use: [Specify]
- Plan for obtaining acceptable specimens: [Describe]

## FILING STRATEGY
| Mark | Type of Application | Classes | Priority Countries | Cost Estimate |
|------|-------------------|---------|-------------------|--------------|
| [Mark 1] | Actual Use / ITU | [Classes] | [Countries] | $__ |

## INTERNATIONAL CONSIDERATIONS
- Madrid Protocol filing recommended? Y/N
- Priority countries for protection:
- Estimated timeline for prosecution:
- Estimated total cost: $__

## ENFORCEMENT CONSIDERATIONS
- Monitoring strategy:
- Enforcement budget:
- Licensing strategy:

## RECOMMENDATIONS
1. Proceed with applications for: [Mark list]
2. Don't file for (too weak/unavailable): [Mark list]
3. Consider modifications for: [Mark list]
4. Priority timeline: [Phased approach]

Exercise 13: IP Portfolio Assessment

Scenario: Company acquired by PE firm. Assess IP value and gaps.

Prompt:

I've uploaded the company's IP portfolio documentation.

Provide a comprehensive IP portfolio assessment:

## PATENT PORTFOLIO ANALYSIS

### Current Patents
Count by issue date:
| Period | US Patents | International Patents | Key Technologies |
|--------|-----------|----------------------|-------------------|
| 2014-2018 | __ | __ | [List] |
| 2019-2023 | __ | __ | [List] |
| 2024+ | __ | __ | [List] |

### Patent Quality Assessment
- Average age of portfolio: __ years
- Patents expiring in 5 years: __ (list critical ones)
- Portfolio maintenance cost: $__ annually
- Monetization potential: [High/Med/Low]

### Analysis by Technology Area
| Technology | Number of Patents | Key Markets | Strength | Licensing Opportunity |
|-----------|-------------------|------------|----------|----------------------|
| [Tech 1] | __ | [Markets] | Red/Yellow/Green | Y/N |

## TRADEMARK PORTFOLIO ANALYSIS

### Registered Marks
| Mark | Registration Date | Classes | Key Markets | Status |
|------|------------------|---------|------------|--------|
| [Mark 1] | [Date] | [Classes] | [Markets] | [Active/Abandoned/At risk] |

### Portfolio Gaps
- Markets where key marks not registered:
- Recommended filings: [List with estimated cost]

## TRADE SECRET / CONFIDENTIAL INFORMATION
- Identified trade secrets: [List categories]
- Protection mechanisms in place: [Describe]
- Risks to protection:
- Remediation recommendations:

## TECHNOLOGY LICENSES
Incoming (what we license FROM others):
| Licensed Technology | Licensor | Key Restrictions | Risk Level |
|-------------------|----------|------------------|-----------|
| [Tech] | [Company] | [Restrictions] | Red/Yellow/Green |

Outgoing (what we license TO others):
| Licensed Technology | Licensee | Revenue | Exclusivity | Term |
|-------------------|----------|---------|------------|------|

## PORTFOLIO STRENGTHS
1. [Strength 1]
2. [Strength 2]
3. [Strength 3]

## PORTFOLIO GAPS & VULNERABILITIES
1. [Gap 1] - Exposure: [Describe]
2. [Gap 2] - Exposure: [Describe]

## VALUATION CONSIDERATIONS
For M&A transaction:
- Royalty rate benchmarks for industry: [%]
- Relief from royalty valuation: [Range]
- License-in savings from portfolio: [Range]
- Estimated IP value: $__ (conservative) to $__ (aggressive)

## RECOMMENDATIONS
1. Immediate actions (30 days): [List]
2. Short-term improvements (6 months): [List]
3. Long-term strategy: [List]
4. Estimated cost to optimize portfolio: $__

Part 6: Quality Control & Best Practices

The Practice Area Verification Framework

PACE Checklist for each practice area deep dive:

  • P - Provision Accuracy: Verify Claude referenced actual contract language
  • A - Assumption Check: Confirm jurisdictional law assumptions (state, country, industry)
  • C - Comparator Validation: For employment/discrimination, verify you identified true comparators
  • E - Economic Analysis: For finance/M&A, verify math on waterfall calculations

Common Errors by Practice Area

Practice AreaCommon ErrorPrevention
M&AMisunderstood warranty basket mechanismRequest specific section references
Real EstateMissed ground lease implicationsAsk "Are there any ground leases?"
BankingWrong SOFR/LIBOR rate calculationVerify rate formulas with Claude
EmploymentInsufficient comparator analysisRequire names and detailed comparison
IPPatentability overconfidenceRequire USPTO search results verification

Quality Control Template

## QUALITY ASSURANCE FOR [PRACTICE AREA] ANALYSIS

After Claude provides analysis, verify:

1. SECTION VERIFICATION
   [ ] Claude cited actual document sections (not paraphrased)
   [ ] Page/line references accurate (spot-check 3 claims)
   [ ] Quotes are exact from source document

2. LEGAL ACCURACY
   [ ] Law cited is current as of [date]
   [ ] Jurisdiction assumptions stated explicitly
   [ ] Market comparisons appropriate for industry

3. COMMERCIAL ANALYSIS
   [ ] Numbers verified (interest calculations, valuation, waterfall)
   [ ] Assumptions stated and reasonable
   [ ] Industry benchmarks current

4. COMPLETENESS
   [ ] Missing sections identified (ask Claude "Is there a [X] clause?")
   [ ] Follow-up questions for client/counterparty identified
   [ ] Cross-references checked (does section A align with section B?)

5. RISK PRIORITIZATION
   [ ] Risks appropriately ranked by severity
   [ ] Recommended negotiation priorities sensible
   [ ] Cost/benefit of negotiation considered

## Red Flag Triggers for Manual Review
- Any risk marked RED HIGH (require attorney review before action)
- Any numerical analysis (recalculate independently)
- Any comparison to "market standard" (verify recent benchmark data)
- Any citation to specific case law (Shepardize/KeyCite before relying)

Red Flag Triggers

Any risk marked HIGH requires attorney review before action. Any numerical analysis should be recalculated independently. Any citation to specific case law must be Shepardized/KeyCited before relying on it.


Part 7: Practice-Area Specific Prompting Tips

M&A Specific

  • Always specify BUYER or SELLER perspective
  • Request side-by-side market comparison tables
  • Ask for waterfall visualizations (easier to verify than text)
  • Request specific survival periods and baskets in dollar amounts, not percentages

Real Estate Specific

  • Specify tenant/landlord perspective early
  • Request lease abstracts in consistent format for portfolio analysis
  • For rent escalation, ask Claude to calculate Year 10 rent
  • Request specific state law analysis for enforceability

Banking Specific

  • Request step-by-step covenant calculation examples
  • For SOFR/LIBOR, ask Claude to show rate formula
  • Request comparison to syndicated loan market data (Loan Pricing Corporation)
  • Specify bilateral vs. unilateral for termination provisions

Employment Specific

  • Provide comparable employee list upfront
  • Ask for specific state law analysis (non-compete rules vary widely)
  • Request draft demand letter/response
  • Ask for detailed investigation checklist

IP Specific

  • Request USPTO prior art search before patentability analysis
  • Ask Claude to draft claim language, not just assess
  • For trademark, request clearance search results review
  • Request cost-benefit analysis for enforcement

Homework Before Tutorial 13

  1. Complete 2 practice-area analyses (pick different practice areas)
  2. Apply the PACE framework to verify Claude's output
  3. Create practice-area templates for documents you work with regularly
  4. Document lessons learned from each analysis
  5. Update your SOP with Claude integration points

Sources