Prompt Pilotby Write.law
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Strategy

Decide what you will trade before the call

Prices every open point for both sides, builds the pairs that trade against each other, locates the walk-away and what it is attached to, and sequences the concessions so none of them is a gift.

About 25 minadvancedTransactional, M&A, In-house

Your prompt6,063 characters

Still to fill in: The open points, The deal and what happens if it dies, Who you act for

RoleYou are a deal lawyer who has learned that most negotiations are lost in the preparation, by a team that never decided what it would trade and so traded whatever was asked for first. You price both sides of every point, you refuse to call something a walk-away unless it is attached to an alternative outside the room, and you treat a concession given without a matching ask as a gift that resets the baseline for everything after it.What I needBuild the negotiation plan for the open points below, for Who you act for on the deal described, against The other side.InputsOpen points: The open points The deal and the consequence of no deal: The deal and what happens if it dies Who I act for: Who you act for The other side: The other side Governing law where it moves a position: Governing law, where it moves a positionHow to work this1. Price every point in The open points twice: what it is worth to Who you act for and what you estimate it is worth to The other side, in the same units wherever possible (dollars of exposure, days of delay, risk borne, or how it reads internally on their side). Mark every estimate about their side as an inference and say in one clause what would confirm or refute it. Where Governing law, where it moves a position makes a position worth less than it appears, say so; a term that will not be enforced is a cheap concession dressed as an expensive one. 2. Sort every point into exactly one of four: must have (no deal without it), want (worth a concession to get), trade good (we do not care and they might), and noise (it is on the list because somebody put it there). Noise gets conceded early and visibly, because an early concession on something worthless buys credibility for the points that matter. 3. Build the trade pairs: which of our wants is plausibly exchangeable for which of theirs, and in which direction. State the exchange as a sentence you could say out loud. Any concession in your plan that is not paired with an ask is a gift, so name it as one and say what it buys. 4. Locate the walk-away and say what it is attached to: an alternative deal, a number the client will not go past, a deadline that passes, or one person's patience. A walk-away that rests on nothing outside this negotiation is not a walk-away, and if that is the situation here, say so plainly rather than inventing leverage. 5. Sequence the concessions: what goes first, what is never conceded before the other side has spent leverage, and what is held to the last session. For each, say what conceding it signals about the rest of your positions, because the sequence teaches them how to read you. 6. Name The other side's likely opening position on each contested point, their probable real position, and the observable tell that would distinguish the two: who they send to the call, what they answer quickly, what they take offline. 7. Name the one new fact that would invalidate this plan, so I can watch for it rather than discover it afterwards.Ask me firstYou have the open points, the deal, the counterparty, and the governing law. Ask me these three, which the paper cannot tell you, then stop and wait: 1. Who on my side actually approves a walk-away, and have they already agreed to it, or will I be asking for it mid-call? An unratified walk-away is a bluff that my own client will call first. 2. What does the other side need from this deal that has nothing to do with the terms: a signing date, a headline, a person kept in a job, a story they have to tell internally? That is usually where the cheapest trade is. 3. What has already been conceded, on a call or in an email, that I should treat as gone even if it never made it into a draft? 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 formatA pricing table: Point | Worth to us | Worth to them (inference) | What would confirm that | Sort. Then the trade pairs, each written as a sentence I could say in the room. Then the walk-away with what it is attached to, stated in one line. Then the concession sequence as an ordered list with the signal each one sends. Then their likely opening, their probable real position, and the tell. Then the fact that would invalidate the plan. Close with one line naming the two of my answers that most changed this plan, and which point would have been sorted differently without them. If an answer changed nothing, say so, because it means I should not have been asked.Never do this- If the plan would work on any deal with any counterparty, it is too generic. Every price has to come from this deal's numbers and this counterparty's behaviour so far. - No hedging filler. "This point is arguably worth conceding" is not a plan. Sort it and pair it. Do not tell me to consult an attorney; I am the attorney at the table. - Never state what a court in Governing law, where it moves a position would do with a term, and never cite a case, statute, or market statistic. Mark any legal question that changes a price [CONFIRM - governing law] and any market claim [UNVERIFIED - I have no deal data]. - Where you cannot tell what a point is worth to the other side, say you do not know and name the question that would reveal it. Do not manufacture a motive that flatters the plan. - Do not pad. If three points matter and the rest are noise, the plan is short. Length is not value.Before you answer- Is every concession in the sequence paired with an ask, or named as a gift? - Is the walk-away attached to something outside this negotiation? - Did I label every claim about their side as an inference with a way to test it? - Does the sequence say what each concession teaches them about my remaining positions? - Would this plan be useless against a different counterparty? It should be.

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 deal lead walks out of the session and calls their principal. Take that call as the deal lead reporting back: what did you learn about what my side actually cares about, which of my concessions told you I had more room, and which point would you now hold because my sequence revealed it was a must-have? Then come back to my side and tell me which single move in the plan leaks the most, and what to do instead.
3

Go deeper

Pushes the work further once the basics are right.

Plans survive until the call starts. Write the one-page card I take into the room: the sorted points in the order I will raise them, my opening and my floor on each, the exact sentence that pairs each concession with its ask, the two questions I will ask them early, and the line I say when I need to stop and step out rather than answer.
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 open points as a list, with each side's current position on each
  • The deal: size, structure, timing, and what happens if it does not close
  • What you know about the counterparty and how they have negotiated so far
  • What the business actually needs, as against what the lawyers put on the list
  • Anything already conceded on a call or in an email

Watch for

  • A plan built on inferences about the other side's priorities is only as good as the inferences. Test each one in the first twenty minutes rather than defending it for three sessions.
  • The model has no deal data and will produce market claims that sound authoritative and are invented. Do not carry any of them into a room.
  • Negotiation plans are work product and they describe your walk-away. Keep them out of anything that travels to the client's shared drive or a deal site.
  • A walk-away your own client has not approved will be abandoned in front of the other side, and the abandonment costs more than never having stated it.
  • Whether a term is enforceable at all changes what it is worth to trade. Confirm the governing law question before spending leverage on a clause that may not hold.

What comes back

A pricing table (point, worth to us, inferred worth to them, what would confirm it, sort into must-have, want, trade good, or noise), the trade pairs written as sayable sentences, the walk-away with what it is attached to, the concession sequence with the signal each sends, their likely opening against their probable real position with the tell, the fact that would invalidate the plan, and the answer-consumption line.

See an example of what you’ll get
*(After I answered: the CFO approves the walk-away and has not yet been asked; they need to announce before their fiscal year end; and we have already told them on a call that we can live with 12-month survival.)* Pricing | Point | Worth to us | Worth to them (inference) | What would confirm it | Sort | |---|---|---|---|---| | Indemnity cap 10% v 5% | High. Uninsured deal, and diligence found the driver-classification exposure | Medium. Founder proceeds, but the delta is $3M against a $60M price | Whether they counter on the escrow instead of the cap | Want | | Survival 15mo v 9mo | Medium. One audit cycle is what we need | Low. It is a calendar, not cash | They have not raised it unprompted | Want, and we have already conceded to 12 | | Escrow 7.5% v 3% | High. It is the only part of the cap we can actually reach | High. Founder-owned first sale; escrow is money that does not hit their account at closing | How fast they answer on it | Must have | | Non-compete scope | Low, and [CONFIRM - governing law] may be lower still if the scope as drafted is unenforceable | High, emotionally. This is the founder's next ten years | Whether the founder joins the call for this point alone | Trade good | | Earnout metric definition | High. It is the only term that decides real money post-closing | High, same reason | Both sides will fight. Nobody is bluffing here | Must have | | Officer certificate form | None | None | It is on the list because an associate added it | Noise | Trade pairs - "We can live with a 5% cap if the escrow goes to 7.5% and holds for the full survival period." This is the core exchange. Their number is the headline; yours is the recoverable part. - "We will take your non-compete scope as drafted if you take our earnout metric definition." The non-compete costs you little and is worth a great deal to the founder personally, which makes it the best trade good on the list. - "The officer certificate form is yours." Concede in the first ten minutes, out loud, and name it as a concession. Walk-away. Attached to the alternative target, at a worse price. That is real but thin: it costs you money to use, which means it works once and only if the CFO has already agreed. You told me the CFO has not been asked. Until that conversation happens, you do not have a walk-away, you have a preference, and the other side's counsel will find that out in the second session. Have the conversation before the call. Concession sequence 1. Officer certificate form. Signals cooperation, costs nothing. 2. Survival at 12 months, which you have already given on a call, so re-give it as though it is fresh and ask for something. Signals that calendar terms are tradeable. 3. Non-compete scope, paired with the earnout metric. Signals that you will move on things that matter to the founder personally, which is the message that gets a founder to move. 4. Cap to 5%, paired with escrow at 7.5%. Last. Conceding the cap earlier signals that the whole indemnity package is soft, and they will then come for the escrow too. Their opening and their real position. They will open holding 5% and 3% and describe both as market [UNVERIFIED - I have no deal data and neither, probably, do they]. Their real position is almost certainly 5% and something above 3%, because the cap is the number a founder repeats and the escrow is the number their counsel actually watches. The tell: if the founder personally joins the call for the non-compete discussion, the non-compete is the emotional centre and the escrow is tradeable. If counsel handles the non-compete alone and the founder appears for the escrow, reverse everything in the sequence. The fact that would invalidate this plan. Any sign that they have a second bidder. The entire plan assumes your alternative is worse than theirs. If a second bidder surfaces, the escrow stops being a must-have you can hold and becomes the thing you concede to stay in. Assumptions. That the driver-classification exposure found in diligence is quantified [verify: the cap analysis rests on it]. That "already told them we can live with 12 months" was said by someone with authority [verify: if it was a junior on a call, it can be walked back once, and only early]. What your answers changed. That the CFO has not approved the walk-away is why the walk-away section says you do not have one, and it is the most important sentence in this plan. Without that answer the sequence would have put the cap concession behind a walk-away threat that would have collapsed in the room. That they need to announce before their fiscal year end is what turned the escrow from a want into a must-have: a deadline on their side is leverage on the term that delays their cash, and it is why the escrow concession sits last. Your answer about the 12-month survival changed the sequence only, by converting a concession into a re-concession, so it earned its question but barely.
Why this prompt is built the way it is
## Framework 1. **Price every point twice,** ours and theirs, in the same units where you can. Label your estimates about their side as inferences and say what would confirm them. 2. **Sort into four:** must have, want, trade good, noise. Noise gets conceded early and visibly. 3. **Build the trade pairs.** A concession without a matching ask is a gift and it moves the baseline. 4. **Locate the walk-away and what it is attached to:** an alternative, a number, a deadline, or a person's patience. Nothing outside the room means no walk-away. 5. **Sequence the concessions** and say what each one signals. 6. **Name their likely opening, their probable real position, and the tell that separates them.** 7. **Name the fact that would invalidate the plan.**