AI Playbook

Share Sale and Purchase Agreement

Structured workflow for share sale and purchase agreement: organise the supplied facts and documents, identify missing information, draft or analyse in stages, and verify facts, authorities and assumptions before use.

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#General AI #AI Playbook #Corporate #M&A #Share-Sale #Due Diligence

Reusable prompt for Malaysian corporate and commercial practice. It should be used with the Universal Corporate Lawyer Control Block and checked by a supervising lawyer before use externally.

Prompt

Draft or review the share sale and purchase agreement for the acquisition of `[SHARES/TARGET]` by `[BUYER]` from `[SELLER]`. Address sale and title, price and adjustments, deposits, conditions precedent, conduct before completion, completion, warranties, disclosures, indemnities, limitations, restrictive covenants, confidentiality, termination, tax allocation and dispute resolution. Use due diligence findings to tailor protections rather than inserting generic warranties indiscriminately. Prepare schedules for shares, completion deliverables, warranties and disclosed matters. Provide an issues list and completion agenda alongside the draft.

Repository section: Due Diligence and M&A

Required inputs: Term sheet; due diligence report; parties; transaction terms.

Suggested use: replace all square-bracket placeholders before running the prompt. For confidential corporate records, board papers, cap tables, due-diligence materials or transaction documents, use a private/local model where possible.

Jurisdiction	Malaysia
Practice Area	Corporate / Commercial
Party Role	Any / as prompt specifies
Lifecycle Stage	Due Diligence and M&A
Document Type	Due Diligence and M&A
Prompt Number	20
Required Inputs	Term sheet, due diligence report, parties, transaction terms.
Expected Output	Share Sale and Purchase Agreement output structured for Malaysian corporate practice.
Reviewed On	2026-07-26
Version	1.0
Verification Checklist	Distinguish facts, allegations and assumptions., Cite the document/page for each material fact where possible., Identify missing or contradictory evidence., Do not invent authorities., Check every authority and quote only verified propositions., Separate proposed drafting from facts requiring client confirmation.