Share Purchase Agreement (SPA) Analysis
Comprehensively analyze SPAs, extracting representations and warranties, indemnification structures, closing conditions, and risk areas. Can reduce first-pass SPA review effort when paired with attorney validation.
ClaudeOpenAIVaries by document length, schedules quality, and review protocol; validate with pilot metrics.
Comprehensive extraction across all sections
Transactional & Contract Work
The Problem
- ✗Complex, lengthy documents (often 100+ pages)
- ✗Interrelated definitions and provisions
- ✗Critical provisions buried in schedules
- ✗Time pressure of deal timelines
- ✗Risk of missing carve-outs or qualifications
How AI Supports This Workflow
Extracts all representations and warranties, maps indemnification structure and limitations, identifies closing conditions and required consents, flags non-standard provisions and carve-outs, and generates deal summary for client review.
Step-by-Step Workflow
Upload complete SPA
Including schedules and exhibits
Run comprehensive analysis prompt
Covering all deal sections
Review extracted provisions
By category
Flag issues
Requiring negotiation
Generate client summary
Of key terms and risks
Track changes
As deal evolves
Tool-specific Steps
Analyze this Share Purchase Agreement comprehensively: DEAL STRUCTURE - Parties and transaction type - Purchase price and payment terms - Working capital adjustment mechanism - Earnout provisions (if any) REPRESENTATIONS & WARRANTIES - Seller reps: List all with materiality qualifiers - Knowledge qualifiers: How is "Knowledge" defined? - Material Adverse Effect definition and carve-outs - Which reps survive closing? For how long? INDEMNIFICATION - Indemnification cap (basket, ceiling) - Deductible vs. threshold structure - Survival periods by rep category - Exclusive remedy provisions - Insurance offset provisions CLOSING CONDITIONS - All conditions precedent - Required consents and approvals - Material adverse change provisions - Termination rights FLAG FOR NEGOTIATION - Provisions that differ from market standard - Unusual limitations or carve-outs - Missing protections for buyer Generate a deal summary memo suitable for client presentation.
When to escalate
- Escalate if recommendations affect client risk posture, indemnity scope, or regulatory obligations.
- Escalate if material facts or governing-law assumptions are missing or ambiguous.
Do This Now
- Choose your tool tab and copy the prompt.
- Run the workflow and review the top legal risks first.
- Compare output against your matter facts before sharing.
- Escalate to attorney review when any escalation check is triggered.
- Save your final notes and move to the related tutorial for deeper practice.
Frequently Asked Questions
Can Claude track defined terms across the entire document?
Yes. Claude maintains context across the full document and can identify when defined terms are used differently than defined.
How do I handle SPAs with dozens of schedules?
Upload all documents together and instruct Claude to analyze cross-references. For very large document sets, consider processing in sections with clear instructions to maintain context.
Can Claude compare against our standard terms?
Yes. Provide your firm's standard SPA positions in a playbook, and Claude will compare the deal document against your preferences.
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