The dispute involves a corporate merger agreement where the buyer withdrew from the deal shortly before the finalization. The disagreement centers on whether the buyer's withdrawal was justified under the terms of the agreement, and what compensation, if any, the seller is entitled to due to the late-stage termination of the merger process. Party A, the selling company, asserts that the buyer's withdrawal from the merger at the last minute was unjustified and has caused significant financial and reputational harm. Party A believes that they fully complied with all the terms of the merger agreement and that the buyer had no legitimate grounds to terminate the deal. The seller argues that the buyer's actions have not only disrupted their business operations but also led to lost opportunities, as they had already begun transitioning resources and restructuring in anticipation of the merger. Party A is seeking compensation for damages, including costs incurred during the merger process, lost business opportunities, and reputational damage resulting from the publicized withdrawal. Party B, the buying company, contends that their withdrawal from the merger was justified due to newly discovered issues within the seller's company that were not disclosed during the due diligence process. Party B claims that these issues—such as hidden liabilities, overstated financials, or undisclosed regulatory concerns—posed significant risks that would have adversely affected the value and viability of the merger. Party B argues that under the terms of the merger agreement, they were within their rights to withdraw upon discovering material discrepancies that were not revealed earlier. They maintain that their decision to pull out was a necessary protective measure for their shareholders and that no compensation is owed to the seller as the termination was due to the seller's failure to provide complete and accurate information. RESULT Party A, I understand and acknowledge your contention that you have been wronged as a result of Party B's withdrawal from the merger. It is evident that you believe in your compliance with the terms of the agreement and perceive that Party B had no substantial reason to renege on the deal. The consequences you describe—financial strain, lost opportunities, and reputational damage—are serious and understandably give rise to your claim for compensation. Your position reflects a deep sense of disruption and loss, which you attribute directly to Party B's last-minute change of course. Party B, I recognize your perspective on the necessity to withdraw from the merger due to what you describe as significant issues discovered within Party A’s company. You emphasize that these issues—affecting the very essence of the deal—were not disclosed during the due diligence process, and you argue that this non-disclosure goes to the heart of the agreement. It is your standpoint that these revelations presented potential risk to the value of the transaction and the financial well-being of your shareholders, leading you to exercise what you believe to be your justified right to terminate the agreement to protect your interests.

Oakland: Oakland Ballet 'Nutcracker' with Symphony 2023: Paramount Theatre on December 16th and 17th. More info. San Francisco: Star of Wonder: St. Matthew's Lutheran Church, Dec 16, 3 pm. More info. Lower Nob Hill Art Opening / Collab Collage: Venus & Victory, Dec 16, 11am-5pm. More info. Ugly Sweater Pub Crawl: Mayes Oyster House, Dec 16, 4PM - 10PM. More info. The Confessional: Endgames Improv Theater, Dec 16, 8 pm. More info. Andean Carnaval, Latin and Flamenco Fusion: Peña Pachamama, Dec 16, 8 pm. More info. "Crazy Funny Asians" Comedy Showcase: Neck of the Woods, Dec 16, 7 pm - 8:30 pm. More info.

Sneha and Dazza working doc Example Prompts for GPT-4: • "Summarize the key points of the IRS transfer pricing documentation best practices."
• "Transform the key points into actionable advisory points for corporate clients."
• "Organize these advisory points into a logical structure."
• "Draft a comprehensive tax advisory for corporate clients about these tax rules." Sneha Demo Prompt 0:

Scratch Pad

Images/artifacts folder: https://drive.google.com/drive/folders/1RepEF3-dzLjJ22P75P4lAf8jGnmjrz9v?usp=sharing Template Project Name One Sentence Byline People Short Description

Here is a repo: https://github.com/mitmedialab/Generative-Autonomous-Legal-Entities Notes from 2024-05-03 Shared slides we can use to help organize our respective speaking slots to Wyoming legis in a couple of weeks: https://docs.google.com/presentation/d/1ic3d1neIqU0s-uvMg7sPqzj0e2XfYkYzjmYFoADVfnM/edit#slide=id.p Jesse's notes on usage example Plan for what the autonomous agent will do. The basic user interaction should be: Some person external to the LLC should send an inquiry e-mail to inquiries@llm.llc.

Speaker: Dazza Greenwood, Executive Director of law.MIT.edu and Founder of CIVICS.com Date/Time: 1:00 - 2:00 PM at Wednesday, April 19th Location: UC Berkeley Law School, Room [.] Join us for an insightful talk as we explore the exciting potential of Generative AI, such as ChatGPT, in the legal world! Discover how lawyers, clients, legislators, regulators, and policy professionals, among others, are harnessing the power of this cutting-edge technology to streamline processes, improve efficiency, and make better decisions. But, it's not just all about the benefits! We will also delve into the key limitations of Generative AI and the critical importance of due diligence in using this technology. Don't miss this opportunity to learn about the latest developments in AI and how they are shaping the future of law. Bring your questions and join in on the conversation with a pioneer in the budding skill of “Legal Prompt Enginnering”. Whether you're a seasoned prompt pro or just starting to delve into the technology, this talk on Generative AI for Law is a must-attend event. Register now to secure your spot!

Guidance on referring to membership on the law.MIT.edu Task Force on Responsible Use of Generative AI for Law and Legal Processes It's absolutely ok (and encouraged) to communcate that you are a member of the Task Force. Take care to become familiar with Section 12.3 of the MIT Policies and Procedures governing "Use of Institute Name" which is perhaps the most relevant MIT policy to be aware of and to scrupulously avoid violating. Among other things, the policy requires that the Institute's name must not be used in ways that suggest or imply the endorsement of other organizations, their products, or their services. Specifically, the use of the Institute's names, logos, seal, and photographs in the advertising and other promotional material and activities of outside organizations is prohibited when such use is likely to be understood as an endorsement, even if such an endorsement is not the intention of the person or organization seeking to use these MIT materials. More Information (from https://legal-engineering.mit.edu/contributing-our-open-source-projects) Contributions to law.MIT.edu (aka Legal Engineering at MIT) and the MIT Computational Law Report open-source projects and activities are welcome and encouraged! MIT Media Lab software default is FLOSS (free/libre/open-source software) and therefore that is our starting point. In 2009 the MIT faculty adopted a powerful open access policy and in April 2017, MIT announced a new “opt-in” open access license for all MIT authors, including students, postdocs, and staff. If you are a past or current collaborator on open source projects and if you are considering contributing in the future, please just keep the following parameters in mind. Private individuals, commercial entities, governmental agencies, and other external organizations are permitted - and encouraged - to contribute to MIT open source projects on an informal basis or in an organized way. Provided all conduct is in compliance with applicable law, regulation and internal policies, external organizations and people who contribute to MIT open source projects may do so without being formally associated with MIT in any way. You might be wondering: what if I really do want to be formally associated? Unless otherwise noted, Legal-Engineering.MIT.edu operates under and as part of the MIT Human Dynamic Group, which is part of the MIT Media Lab. Media Lab Membership provides remarkable value. For more information and contact details to set up a discussion about becoming a Media Lab Member, please consult this informal fact sheet.

[NOTE TO EDITORS: Check this against the PDF of the LaTeX version, here: https://drive.google.com/file/d/1EFaDv2X_QDSKoExsqkhczzorrJUTqH63/view] A LANGUAGE FOR LEGAL DISCOURSE IS ALL YOU NEED L. THORNE MCCARTY PROFESSOR EMERITUS COMPUTER SCIENCE AND LAW RUTGERS UNIVERSITY Introduction