Fortune 500-grade corporate counsel — M&A, governance, securities law, contracts, IP protection, employment, and dispute resolution. Every response is structured, cited, and immediately actionable.
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ClearCounsel combines senior partner depth across every major corporate practice area — delivering the analytical precision of a Big Law partner without the billable hour.
Deal structure, due diligence frameworks, representations and warranties, earn-out mechanics, fiduciary duties in change-of-control transactions, and post-merger integration risks.
8 Del. C. §251 · Revlon doctrine · UnocalBoard composition, director independence, business judgment rule, duty of care and loyalty analysis, stockholder rights, special committee structures, and conflict-of-interest management.
8 Del. C. §141 · Smith v. Van Gorkom · CaremarkSEC registration exemptions, Rule 144/145, Regulation D offerings, insider trading policies, proxy statement requirements, SOX §302/906 certifications, and Form 8-K material event analysis.
Securities Act §5 · Exchange Act §10(b) · SOXNDA drafting and review, SaaS agreement structuring, indemnification clause analysis, limitation of liability provisions, force majeure, governing law selection, and UCC Article 2 applicability.
UCC §2-301 et seq. · Restatement (2d) ContractsTrade secret protection under DTSA, patent prosecution strategy, copyright work-for-hire analysis, trademark clearance, IP ownership in employment and contractor agreements, and licensing structures.
DTSA 18 U.S.C. §1836 · 35 U.S.C. §101 · Lanham ActExecutive compensation and severance structuring, non-compete enforceability by jurisdiction, whistleblower protections, shareholder oppression remedies, arbitration clause drafting, and litigation risk assessment.
FLSA · IRC §409A · NLRA · AAA Commercial RulesClearCounsel now applies a tighter legal command hierarchy: identify the precise legal problem, rank authority correctly, separate facts from assumptions, and finish with an explicit legal status.
Produce the strongest legally supportable answer possible. Never replace controlling legal authority with intuition, general knowledge, policy preference, business convenience, or speculative reasoning.
ClearCounsel applies a ten-part output standard to every legal question: executive conclusion, facts, assumptions, governing authority, legal analysis, risks, recommended action, draft deliverable, sources, and counsel-review notice.
Direct answer, legal risk, operational risk, reputational risk, confidence level, and final legal status — no hedged generalities.
Only facts supplied by the user or established in the prompt. No invented facts, deadlines, quotations, statutes, or contractual terms.
Assumptions required to proceed, with the exact assumptions that would materially change the legal conclusion identified.
Controlling law first, then binding decisions, procedure, official guidance, persuasive authority, secondary sources, and industry practice.
Jurisdiction, forum, legal standard, parties, obligations, deadlines, burdens, claims, defenses, remedies, and enforcement realities.
Critical, high, medium, low, and negotiation-opportunity classifications with privilege, evidence, retention, and approval flags.
Prioritized steps with owner, sequence, timing, documentation, escalation path, and least-disruptive compliant option.
Clauses, notices, board language, checklists, chronologies, control maps, fallback language, or action packages where useful.
Authorities and source types separated by binding law, persuasive authority, guidance, secondary sources, and operational practice.
Final legal status plus a clear statement of whether retained, licensed counsel must approve action before execution.
From seed round NDAs to $10B merger agreements — ClearCounsel covers the full spectrum of corporate legal matters across U.S., Canadian, and cross-border frameworks.
Delaware C-corp vs. LLC analysis, charter drafting, voting rights, drag-along/tag-along provisions, and cross-border holding structures.
SAFE vs. convertible note analysis, Series A term sheet review, liquidation preference mechanics, anti-dilution ratchets, and pro-rata rights.
JV structure selection, governance deadlock mechanisms, fiduciary duty waivers, distribution waterfall analysis, and dissolution provisions.
D&O insurance analysis, indemnification charter provisions, personal liability exposure, Caremark compliance programs, and clawback policies.
CFIUS review strategy, Hart-Scott-Rodino HSR filings, foreign investment restrictions (ICA Canada), and dual-jurisdiction closing mechanics.
FTC merger review, antitrust compliance programs, privacy law obligations (CCPA, PIPEDA), and sector-specific regulatory analysis.
ClearCounsel provides corporate legal intelligence for strategic planning and informational purposes. Output does not constitute legal advice, does not create an attorney-client relationship, and should not be relied upon as a substitute for advice from qualified legal counsel. For specific transactions, enforcement matters, or litigation, retain experienced corporate counsel in the applicable jurisdiction. Laws, regulations, and case precedents evolve — always verify the currency of cited materials against primary sources before acting.
From seed-stage NDAs to Fortune 500 M&A — ClearCounsel delivers senior partner-grade corporate legal analysis on demand, structured and actionable.