Clio Work for Corporate and Commercial Law

Pick a task, copy the prompt, and run it on your matter in Clio Work.

Prompts

https://vimeo.com/1196533445

Legal Research

Summarize LLC formation and maintenance requirements

Transactional

Summarize the statutory requirements in my jurisdiction for forming and maintaining an LLC. Cover the formation steps and required filings, operating agreement requirements and key provisions, and ongoing compliance duties like annual reporting, publication, and fees. Cite the controlling statutes and any key agency guidance, and present it as a checklist with deadlines and where each item gets filed.

List the due diligence documents for a private M&A deal

Transactional

List the main due diligence documents a buyer typically requests when acquiring a private company incorporated in my jurisdiction. Organize them by category, such as corporate records, capitalization, material contracts, employment and benefits, IP, real estate, finance and tax, regulatory compliance, litigation and insurance, data privacy, and environmental. Give a short checklist of representative documents under each.

Check if non-competes in shareholder agreements hold up

Transactional

Are non-compete clauses in shareholder agreements enforceable in my jurisdiction, and how do courts judge whether the duration and geographic scope are reasonable? Summarize the tests and key factors, such as legitimate business interests, hardship, and public policy. Cite any controlling statutes and the leading cases.

Confirm the standard for piercing the corporate veil

Litigation

What's the legal standard in my jurisdiction for piercing the corporate veil to hold individual shareholders liable for corporate debts? Identify the elements courts require and the key factors they weigh, such as domination and control or using the company to commit a fraud or wrong. Cite the controlling authority.

Find cases on director duties in a contested deal

Litigation

Identify the leading cases in my jurisdiction on the fiduciary duties of directors and officers in a contested acquisition or change of control, such as a hostile bid, competing bids, or a proxy contest. For each case, briefly state the holding and when enhanced scrutiny or a similar heightened standard applies, with citations.

Summarize rulings on minority shareholder oppression

Litigation

Summarize recent appellate decisions in my jurisdiction on minority shareholder oppression claims and the remedies courts have granted. Focus on when courts order a buyout or other equitable relief, such as dissolution, an accounting, or an injunction. For each case, give a short holding, the key facts, the standard applied, and the remedy ordered or denied, with citations.

Document Analysis

Find governance gaps in a shareholder agreement

Transactional

Review the attached shareholder agreement and identify governance gaps. Then review the deadlock triggers and how they're resolved, and the exit rights, including transfer restrictions, tag-along and drag-along rights, put and call rights, and valuation terms. Put it in a table with the provision, issue, risk to the client, recommended revision, and priority.

Pull financial data from disclosures before an acquisition

Transactional

Review the attached disclosure statements for this acquisition and pull out every financial item, including revenue, current and long-term liabilities, contingent obligations, and related-party transactions. Put them in a table with the item, amount and period, source document and page, and a diligence follow-up question. Flag any missing information, ambiguities, or inconsistencies between documents.

Summarize a contract's key obligations and risks

Transactional

Review the contract in this matter and summarize each party's key obligations, the major risks like indemnities, liability caps, IP, confidentiality, and warranties, and the payment, renewal, and termination terms. Point out anything unusual, one-sided, ambiguous, or missing, and quote the relevant language. Organize it by topic.

Run due diligence on the contracts in a matter

Transactional

Run due diligence on the contracts in this matter. Then give a combined red flags section covering change of control provisions this deal could trigger, missing protections, and conflicts between contracts. Use a table for each contract and a short summary of the key issues.

Compare two versions of a contract clause by clause

Transactional

Compare the two versions of the contract uploaded to this matter and build a clause-by-clause comparison table for client presentation. For each clause, summarize both versions, explain what changed in plain English, rate how material the change is, and say which version favors our client and why. Highlight new obligations, removed protections, and changes to payment, indemnity, liability, termination, IP, and dispute resolution terms.

Review a deal's closing record

Transactional

Review the full closing record for this matter. Create a closing binder index organized by category. Then list any documents that are missing, incomplete, unsigned, or referenced elsewhere but not in the file. For each one, note where it's referenced, why it matters, and the next step. Group that list by who needs to follow up, such as the client, the deal team, or opposing counsel.

Build a timeline from a fiduciary duty complaint

Litigation

From this shareholder derivative or breach of fiduciary duty complaint, build a chronological timeline of every alleged event. For each entry, include the date, a description, the complaint paragraph, and why it matters legally, such as demand futility, the duty elements, damages, or limitations. Based on the complaint's wording, mark whether each item is pled as background fact, disputed, or argument. Add a short list of any gaps or unclear dates.

Find contradictions in an officer's deposition

Litigation

Review this corporate officer's deposition transcript and identify internal contradictions and admissions against the company's interests. For each one, quote the testimony with its page and line, identify the conflicting testimony or source, and explain why it matters. Present it in a table.

Pull obligations and breach terms from disputed contracts

Litigation

For each disputed contract, quote the specific obligation at issue with its section number, what conduct would breach it, any cure period including when it starts, and the notice requirements, including who gives notice, how, when, and what it must say. Put it in a table by contract with exact provision citations.

Skills

Skills save the way your firm does a task, so anyone at your firm gets the same result.

https://vimeo.com/1205550142

Get consistent, high-quality work from everyone at your firm, every time. A skill saves a task you repeat in your firm’s format and standards, so anyone on your team can run it. Use skills for document analyses, client letters, and strategy recommendations.

Review a contract and draft the client update

Reviews a contract for the client, proposes redlines, and drafts the client update in one step.

Create This Skill

Create a skill that reviews an uploaded contract from my client's side. Flag risky, unfavorable, unclear, or missing terms, and propose specific redline language for each one with fallback positions. Start with a short executive summary of the highest-risk items, then an issue table with the clause, risk, why it matters, suggested revision, and priority. List any questions for the client, and end with a short plain-language email to the client summarizing the key issues and recommended changes.

Flag red flags in corporate records

Reviews corporate records and prepares an attorney report on the red flags that need attention first.

Create This Skill

Create a skill that reviews the corporate records in this matter and drafts an attorney report. Prioritize share capital reconciliation issues, filing arrears and other compliance gaps, and unauthorized or improperly appointed signatories, officers, or directors. For each finding, cite the source document and page and recommend a next step. Open with a short executive summary and rank findings as high, medium, or low.

Build a two-week deadline look-ahead across your matters

Looks across your open matters, finds upcoming deadlines in the matter documents, and gives you a two-week priority list.

Create This Skill

Create a skill that reviews all of my open matters, finds the upcoming deadlines in each matter's documents, and builds a chronological two-week priority list. Include the matter, deadline, source document, and next action for each item. Include matters I name even when I'm not the responsible attorney.

Draft a client update at each deal milestone

Drafts a plain-language client update at each stage of a deal, in the firm's standard structure.

Create This Skill

Create a skill that drafts a client update at each deal milestone, such as LOI signed, diligence complete, and closing. Write in plain language and cover what happened, what it means for the client, and what's next. Use the facts in this matter and keep the same sections every time.

Compare shareholder rights across agreements

Builds the same rights table from every shareholder agreement in a matter.

Create This Skill

Create a skill that reviews the shareholder agreements in this matter and builds a table of each shareholder's voting rights, distribution history, buy-sell triggers, and valuation method, with a section reference for each entry. Flag any terms that conflict between agreements.

Draft Templates

Draft documents from a prompt, or fill your firm’s own templates with details from the matter.

https://vimeo.com/1212462242

Get from a blank page to a first draft in minutes. Describe the document, and Clio Work drafts it from your matter’s facts and your jurisdiction’s law. Or turn your firm’s own documents into templates that fill in party names, dates, and terms from the matter.

Draft from a prompt

Draft a multi-member LLC operating agreement

Transactional

Draft a multi-member LLC operating agreement that covers capital contributions and capital calls, profit and loss allocations and distributions, the management structure, transfer restrictions including a right of first refusal and buy-sell triggers, and dissolution and winding up. Include standard provisions on meetings and voting, indemnification, records and tax matters, amendments, and dispute resolution. Use placeholders for deal-specific terms like the company name, members and percentages, and the management choice.

Draft a motion to dismiss a shareholder oppression claim

Litigation

Draft a motion to dismiss a minority shareholder oppression claim based on the board's decision to reinvest profits in a new product line instead of paying dividends. Argue that the business judgment rule protects the decision because the board acted in good faith, on an informed basis, and in the company's best interests. Explain why the dividend decision isn't actionable without well-pleaded facts showing bad faith, self-dealing, or waste.

Rewrite unclear provisions in an operating agreement

Transactional

Review the draft operating agreement in this matter and rewrite any unclear provisions. Focus on capital contributions, management authority, transfer restrictions, and dissolution. For each change, show the original language, the revised language, and a one-sentence reason.

Draft a motion to enforce a non-disclosure agreement

Litigation

Draft the argument section of a motion to enforce a non-disclosure agreement in a business dispute under my jurisdiction's law. Address the enforceability of the confidentiality terms, the evidence of breach in this matter, and the relief requested, and cite the controlling authority.

Build your firm templates

Non-Disclosure Agreement

Produces a mutual or one-way NDA from the firm's standard form. Upload your firm's version, and Clio Work turns the disclosing party, receiving party, effective date, purpose, term, and governing law into fields it fills from each matter. Then review the suggested rule that uses the mutual obligations section only when the NDA is mutual.

LLC Operating Agreement

Fills the firm's operating agreement with member and ownership details. Upload your firm's version, and Clio Work turns the company name, state, members, capital contributions, and ownership percentages into fields it fills from each matter. Then review the suggested rule that adds the manager provisions only when the company is manager-managed.

Written Consent of the Board

Drafts board or member consents in the firm's standard format. Upload your firm's version, and Clio Work turns the company name, date, directors, and resolutions into fields it fills from each matter. Then review the suggested rule that adds the officer appointment section only when the consent appoints officers.

Visualizations

Visualizations make charts, calendars, and diagrams from your matter data.

https://vimeo.com/1232172137

Build the exact view you need, right when you need it. Describe it in plain language, and Clio Work builds an interactive tool from your matter data, such as a case chronology or a settlement calculator. Download it and share it with clients and colleagues.

Chart an entity's ownership structure

Shows the entity structure and who owns what.

Create This Visualization

Using visualizations, create an interactive organizational chart of each entity in this matter. Show all direct and indirect owners with their ownership percentages, and the managers, officers, or directors with their titles. Flag any missing or unclear ownership or governance details, and cite the source section for each data point. Use the formation documents and operating agreements in this matter.

Summarize a cap table before and after a deal

Shows ownership before and after a financing or transfer.

Create This Visualization

Using visualizations, create an interactive cap table and pie charts showing each holder's ownership before and after the proposed transaction. Include each holder, security class, share count, fully diluted shares, and ownership percentage before and after. Let me filter the charts by security class. Flag any missing or inconsistent data, such as option pool size or conversion terms, before finalizing. Use only the share ledger and financing documents in this matter.

Track a deal closing checklist

Tracks every closing deliverable and who owns it.

Create This Visualization

Using visualizations, create an interactive closing checklist dashboard from the purchase agreement in this matter. List each closing deliverable and condition with its section reference, responsible party, due date, dependencies, and status. Flag anything outstanding, missing a responsible party or date, or required before closing. Show views by party, due date, and status.

Put contract obligations on a calendar

Turns key dates in a group of contracts into one calendar.

Create This Visualization

Using visualizations, create an interactive 12-month calendar of renewal, notice, termination, and payment dates from the contracts in this matter. For each date, show the contract, event type, exact date, and clause reference with a short excerpt. Color-code by contract and let me filter by contract and event type. If a date can't be calculated from the contract, flag it and say what's missing.

Report diligence findings by risk level

Summarizes diligence issues by risk level across the data room.

Create This Visualization

Using visualizations, create an interactive diligence findings report from the diligence documents in this matter. Group findings by category and risk level, and show the source document, a summary of the issue, and the recommended action for each. Add a chart of issue counts by category, and let me filter by category and risk level.

Map related entities in a business dispute

Shows how related LLCs connect, who holds which roles, and what each owner contributed.

Create This Visualization

Using visualizations, create an interactive org chart of the related entities in this matter. Show each entity's direct and indirect owners, managers, and officers, their capital contributions, and how the entities relate to each other. Cite the source document for each relationship and flag anything unclear.

Docket

Docket searches federal and state court dockets and tracks the cases you follow.

https://vimeo.com/1214002728

Search US federal and state court dockets without leaving Clio Work. Track the cases that matter to you and get alerts when something new is filed. Research how a judge has ruled on similar motions before your next hearing.

Watch a multi-jurisdiction dispute from one place

Track dockets across every court the matter touches.

Pull precedent filings during drafting

Search other courts for comparable complaints and motions, then save them to the matter.

Alert the team when opposing counsel files

Real-time notification on new docket activity in the matter.