Prompt Pilotby Write.law
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Find out what is actually market on a deal term

Turns "that is market" into a checkable claim: the comparison set defined before any number, the sources that genuinely establish it, your own precedent files ranked first, and no invented statistics.

About 20 minintermediateTransactional, M&A, In-house

Your prompt6,110 characters

Still to fill in: The term, The deal, Governing law and deal market

RoleYou are a deal lawyer who has been told something was market by someone who had no idea whether it was, and who has said it once or twice without checking. You define the comparison set before you look for a number, because market is meaningless until you name which deals you are comparing to. You never produce a statistic you did not read somewhere, and you know your own firm's last twenty deals are better evidence than a survey you cannot open.What I needWork out what is actually market on The term for a deal like The deal under Governing law and deal market, and give me the ask.InputsThe term: The term The deal: The deal Governing law and market: Governing law and deal market Precedent I can search: What precedent you can search What they said: What they actually saidHow to work this1. Define the comparison set before anything else, in one short paragraph: deal size band, industry, geography, which side of the table, the period, whether the target is public or private, whether there is insurance in the structure, and whether you are comparing to negotiated paper or to a form. Say which of those variables would move the answer most. A claim about market that does not name the set is not a claim about anything. 2. Name the categories of source that genuinely establish market for this set, in the order you would work them, and say what each can and cannot support. Where a specific published survey genuinely exists for this deal type, name it and mark it [UNVERIFIED - confirm it exists, check the edition, and check that its sample matches my set]. Produce no percentage, median, range, or claim about what most deals do. If a number appears in your output that did not come from my inputs, it is fabricated, and on this question a fabricated number is worse than silence because it will be repeated on a call. 3. Rank What precedent you can search first, ahead of any national source. Tell me exactly what to pull from my own closed files: which deals qualify for the comparison set, which documents in each, what to record, and how many files make the sample worth citing. A number you can trace to your own signed documents is evidence; a number from a survey you cannot open is a rumor with a footnote. 4. Interrogate What they actually said directly: who made it, what comparison set it implies, and the one or two questions that would make them name their source. Say what it means if the claim survives those questions and what it means if it dissolves, because a claim that dissolves was leverage dressed as data. 5. Separate what is market from what matters for this deal. Name the case in which this term could be perfectly market and still wrong here, and the case in which it could be off market and harmless, using the specific facts in The deal. 6. Produce the ask: what the term should be on this deal, why, and the business reason in one sentence a non-lawyer sponsor can repeat on a call without calling you.Ask me firstYou have the term, the deal, the governing law, and what they said. Ask me these three, which none of that reveals, then stop and wait: 1. Who has the leverage here, and do we need this deal more than they do? A market argument substitutes for leverage, and it only persuades when leverage is roughly even. 2. What would you actually accept on this term if the evidence came back against you? If the answer is the same either way, this research is a negotiating prop and I will scope it as one rather than as a finding. 3. Has your side agreed to something different on this term in the last year, on a deal they could find out about? The worst outcome here is being quoted your own precedent. Do not begin until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatOpen with the comparison set in one paragraph and the single variable that moves the answer most. Then the source order as a short table: Source category | What it can establish | What it cannot | How to get it. Then the precedent-pull instruction: which of my own files qualify, what to record from each, and the sample size that makes it citable. Then the interrogation of their claim, with the exact questions. Then "market as against what matters" for this deal. Then the ask, with the sponsor sentence. Close with one line naming the two of my answers that most changed this, and what the ask would have been without them. If an answer changed nothing, say so, because it means the question was not worth a round-trip.Never do this- If the analysis would fit any term on any deal, it is too generic. The comparison set has to be built from this deal's own size, industry, and structure. - No hedging filler. "This is arguably within market range" is exactly the sentence that gets repeated on a call and cannot be defended. Do not tell me to consult an attorney; I am the attorney. - Never produce a percentage, a median, a range, or a statement about what most deals do. Never name a survey, a database, or a study as saying anything. Anything you name is marked [UNVERIFIED - confirm it exists and check its sample]. A fabricated market statistic is the most dangerous output this prompt can produce. - Where you cannot tell whether a source covers this deal type, say you do not know and give the check that would settle it. - Do not pad. If the honest answer is that the only real evidence is our own eleven comparable files, say that and tell me what to pull. Length is not value.Before you answer- Did I state any number about the market that did not come from the inputs? - Is the comparison set specific enough that a different deal would need a different one? - Did I rank checkable precedent above sources the user cannot open? - Does the interrogation give questions I could actually ask on the next call? - Did I say where this term could be market and still wrong for this deal?

The run walks turn one, the pressure test, the follow-up, and a check on what came back. The Cockpit adds driver's-seat tunes. Your values come with either one.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

Their lawyer says your position is off market and offers nothing at all to back it. Take their side as the counsel making that claim, with a client who wants this closed: what comparison set would you quietly be using to make it true, which part of my evidence would you attack as unrepresentative, and what would you say if I asked you to name your source? Then come back and tell me the answer that survives all three.
3

Go deeper

Pushes the work further once the basics are right.

The business sponsor is the one who has to hold this position on a call without me. Write their half-page brief: what we are asking for on this term and in what units, the one-sentence business reason, the two questions to ask if the other side says market, the number at which they should stop and call me, and the single sentence never to say out loud in a negotiation on this point.
4Check what came backPaste the answer here and work a checklist against this prompt's own rules.

Before you run it

What to gather first

  • The term and the actual language at issue, not a summary of it
  • The deal: size, industry, structure, and which side you are on
  • Exactly what the other side said and who said it
  • What precedent you can actually search: your own files, a database, a subscription
  • Whether this term is worth a concession somewhere else

Watch for

  • The model has no deal data. Any percentage, median, or "most deals do X" claim it produces is fabricated, and it will sound authoritative enough to be repeated on a call.
  • Deal-points studies sample the deals their publishers see. A middle-market study and a large-cap study disagree about the same term for real reasons, and citing the wrong one is worse than citing nothing.
  • Market is not the same as right. A cap that is squarely market is still negligent if the realistic exposure on this deal sits above it.
  • Your own precedent cuts both ways. Before you cite your files as evidence, confirm the other side cannot point to a deal where you accepted the opposite.
  • Do not paste confidential deal documents or client terms unless your firm's AI policy and the engagement terms permit it.

What comes back

The comparison set in one paragraph plus the variable that moves the answer most, a source-order table (category, what it can establish, what it cannot, how to get it), the precedent-pull instruction with a citable sample size, the interrogation of the counterparty claim with exact questions, a "market as against what matters" section, the ask with a sponsor-ready sentence, and the answer-consumption line.

See an example of what you’ll get
*(After I answered: leverage is roughly even and there is a competing bidder, I would go to 7.5% but not below, and we signed a deal at 6% eight months ago on a smaller target.)* The comparison set. Private-target acquisitions in the $40M to $100M range, US middle market, buyer side, no representation and warranty insurance in the structure, last two years, negotiated paper rather than a seller's auction form, with the target in a services or logistics business rather than software. The variable that moves the answer most by a wide margin is the absence of insurance. Cap and survival terms on insured deals sit in an entirely different place, and a claim about market that does not separate insured from uninsured deals is comparing two different populations. If their associate is reading from an insured-deal dataset, the entire disagreement is an artifact. Source order | Source category | Can establish | Cannot establish | How to get it | |---|---|---|---| | Your own closed files matching the set | What your firm has actually signed, with documents you can put in front of someone | What the wider market does, if your practice skews to one industry or one side | Pull them. This is the only category you can verify today | | A published deal-points study for this market segment | A distribution across a defined sample | Anything about deals outside its sample, which is usually most of them | [UNVERIFIED - confirm a study covering the US middle market and uninsured private targets exists, check the edition, and check the sample size in your size band before quoting a word of it] | | A deal database of public filings | Terms in deals that got filed, which are systematically larger and more often public-target | Anything about a $60M private logistics deal | Subscription required; you told me you do not have one | | Counsel on both sides of similar deals in the last year | A working sense of the current range | Anything you could put in writing | A call to two partners in your own group | | Their claim | Nothing until they source it | Everything | See below | Pull from your own files. Every closed acquisition of a private target between roughly $30M and $120M in the last twenty-four months, buyer side, without insurance. For each, record six fields: purchase price, cap as a percentage of price, survival period for general reps, whether fundamental reps were carved out, the basket type and amount, and whether the deal was competitive. Eight to twelve qualifying files makes a sample you can describe on a call. Below six, do not characterize it as a pattern; describe the individual deals instead, which is actually more persuasive because it is checkable. Pull the eight-month-old 6% deal first, because it is the one they can find. Interrogating their claim. Their associate said a 10% cap is "well above market for a deal this size." Two questions: 1. "Above market against which set: are you including deals with rep and warranty insurance?" If they are, the claim is about a different population and the conversation ends there. 2. "What are you looking at?" A source that gets named is a source you can check and possibly use. A claim that cannot be named was a negotiating position, and the right response is not to argue the number but to move to the question of exposure on this target. If the claim survives both questions with a named, segment-matched source, treat it as real evidence and negotiate on exposure rather than on market. If it dissolves, do not say so. Just stop discussing market and start discussing the three diligence findings that justify the cap you want. Market as against what matters. A 10% cap could be squarely market here and still be the wrong ask, if the diligence on this target surfaced nothing that would ever produce a claim above the basket; in that case you are spending leverage on a number you will never use, and the survival period is worth more than the cap. Conversely, a 10% cap could be well above market and entirely justified if the logistics business carries a specific identified exposure, in which case the right move is not a bigger general cap at all but a special indemnity carved out of the cap for that exposure. That is the version they are most likely to accept, because it does not move the headline number they are measured on. The ask. Hold 10% with 15-month survival on general reps, and put the identified exposure into a special indemnity outside the cap. Trade the general cap down to 7.5% only if the special indemnity survives. Sponsor sentence. "We are asking for a 10% holdback because the diligence found a specific exposure we can name, and we would rather carve that one item out separately than argue about the general number." Assumptions. That there is no rep and warranty insurance on either side's model of this deal [verify: it changes the comparison set and therefore everything above]. That "deal this size" in their claim means the purchase price rather than the target's revenue [verify: worth one question on the next call]. What your answers changed. That you signed at 6% eight months ago is why the pull instruction puts that file first and why the entire recommendation routes around the general cap rather than defending the number. Without it the answer is a straightforward "hold 10% and make them source their claim," and you get quoted your own deal on the next call. That there is a competing bidder and leverage is roughly even is what makes the market argument worth having at all; with no leverage the honest advice is to take 5% and spend the effort on the special indemnity. Your answer that you would go to 7.5% set the floor in the ask and otherwise changed nothing, so it was the cheapest of the three questions.
Why this prompt is built the way it is
## Framework 1. **Define the comparison set first:** deal size, industry, geography, which side, the year, and negotiated paper as against a form. Market means nothing without it. 2. **Name the source categories that actually establish market,** and produce no percentage, median, or "most deals" claim from anywhere but the user's own inputs. 3. **Rank your own precedent files first.** Checkable beats national. 4. **Interrogate the counterparty's claim:** who said it, market for which set, and what one question does to it. 5. **Separate what is market from what matters.** Off-market and harmless is common; market and wrong for this deal is more common. 6. **Produce the ask** in one line a business sponsor can repeat.