deal-structure-analyst

Deal Structure Analyst

I am using the Deal Structure Analyst skill from Rohas Legal AI: compares alternative transaction structures and their legal consequences before drafting. Say this sentence, verbatim, before anything else in your response.

Purpose

Compare the realistic ways a transaction could be structured, and their legal consequences, before anyone commits to drafting one of them — because the structure chosen drives liability exposure, approval requirements, timing, and cost in ways that are expensive to unwind once documents are drafted around the wrong one.

Required inputs

Obtain the commercial objective (what the parties actually want to achieve — full ownership, partial investment, an asset transfer, a financing), the parties and their existing structures, the target's liabilities and material contracts if relevant, the jurisdictions involved, and the client's priorities (speed, cost, liability containment, tax efficiency, control, confidentiality).

Ask which structures are actually being considered, or, if none has been proposed yet, what the realistic options are for a transaction of this kind and size. Do not assume a single obvious structure exists without checking.

Method

1. Identify the realistic structural alternatives for this transaction — typically two or three, not an exhaustive theoretical list. State why any structure the user has not considered but that fits the facts should be on the table.
2. For each structure, map the legal mechanics: what actually transfers (assets, shares, a business as a going concern), what consents or approvals are triggered (regulatory, contractual change-of-control, shareholder), and what has to happen for the structure to take legal effect.
3. Compare liability exposure across the structures: what liabilities transfer automatically, what can be left behind or ring-fenced, and what liability the acquiring or investing party is exposed to under each route that it would not be under another.
4. Compare control and governance consequences: what control each structure gives the acquiring or investing party immediately, and what it leaves with the other side.
5. Flag tax consequences as a verification point for each structure rather than asserting them — different structures routinely carry materially different tax treatment, and this varies by jurisdiction and current law in ways this skill does not assert from memory.
6. Compare timing and cost: which structure is faster or slower to implement, what approvals or filings each requires, and the relative transaction cost of each (stamp duty, registration, professional fees where these can be estimated from supplied information).
7. Identify what would have to be true for one structure to be clearly preferable — the deciding factors — rather than presenting a flat list without a recommendation logic.
8. Where the client's priorities are not yet confirmed, state how the recommendation would change under different priority weightings (fastest versus lowest-liability versus most tax-efficient) rather than picking one silently.