AI Tool Handoff

Codex v1 local-input note: This migrated skill supports local files and pasted text by default. References to Drive, CLM IDs, Slack, Westlaw, iManage, Ironclad, eDiscovery, dockets, or other remote systems require a separately configured Codex connector/MCP server. When a connector is unavailable, ask for a local export, local file path, or pasted excerpts. If config/local/codex-for-legal/<practice>/CLAUDE.md is missing, ask the user to run the relevant cold-start-interview or customize skill and copy from config/templates/codex-for-legal/<practice>/CLAUDE.md.

AI Tool Handoff

Matter context

Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run $corporate-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at config/local/codex-for-legal/corporate-legal/matters/<matter-slug>/. Never read another matter's files unless Cross-matter context is on.

Purpose

Luminance and Kira are good at one thing: reading 500 contracts and finding every change-of-control clause. They're less good at judgment — deciding whether a particular CoC provision is actually triggered by this deal structure.

This skill hands off the bulk extraction to the right tool, then runs the QA layer on what comes back.

Before you hand off: try tabular-review first ($corporate-legal:tabular-review). For anything the user's environment can handle — a few hundred documents, a defined column schema — native tabular review is faster to set up, has no per-document cost, and keeps the work product local. Hand off to Luminance/Kira when the corpus is genuinely too large, the team already has a license and workflow, or the matter requires a tool with a validated provenance chain.

Load context

config/local/codex-for-legal/corporate-legal/CLAUDE.md → AI-assisted review:

• Tool in use (Luminance / Kira / none)
• What it's used for (which clause types)
• Trust level (use as-is / spot-check / full re-review)
• Handoff process (who loads, who QAs)

If config/local/codex-for-legal/corporate-legal/CLAUDE.md says no AI tool → this skill is a no-op. Everything goes through diligence-issue-extraction directly.

When to hand off

Hand off when all of:

• Category has >50 documents (below that, faster to just read them)
• Extraction target is a clause type the tool is good at (CoC, assignment, exclusivity, MFN, termination, auto-renewal)
• Documents are reasonably uniform (all customer contracts on similar paper — not a mix of contracts, letters, and board minutes)

Don't hand off:

• Bespoke or heavily negotiated documents
• Side letters and amendments (context-dependent, tools miss the interaction with the main agreement)
• Anything where the question is "what does this mean for the deal" not "does this clause exist"

The handoff

Step 1: Prepare the batch

• Identify documents for the batch (from VDR inventory)
• Specify extraction targets per config/local/codex-for-legal/corporate-legal/CLAUDE.md (which clause types)
• Note the materiality threshold so tool output can be filtered

Step 2: Load (or instruct the loader)

Per config/local/codex-for-legal/corporate-legal/CLAUDE.md — who loads. If it's you, generate the load instructions. If it's someone else, generate the request:

## [Tool] Load Request — [Deal code] — [Category]

**Documents:** [N] docs from VDR folder [path]
**Load to:** [Tool workspace/matter]
**Extraction targets:**
- Change of control / assignment
- Exclusivity
- [etc. per `config/local/codex-for-legal/corporate-legal/CLAUDE.md`]

**Filter output:** Flag only where extraction target is present — no need for "no CoC clause found" for every doc.

**Return by:** [date]

Step 3: QA the output

When the tool returns results, apply the trust level:

"Use as-is": Ingest directly into diligence findings. (Only if config/local/codex-for-legal/corporate-legal/CLAUDE.md says this — it's rare.)

"Spot-check X%": Randomly sample X% of flagged documents. For each, read the actual clause and compare to the tool's extraction. If error rate is low, accept the batch. If errors found, widen the sample.

"Full human review of flagged": Tool narrows the universe (500 docs → 80 with CoC clauses). Human reads all 80. Tool saved the time of reading the 420 clean ones.

Step 4: Judgment layer

The tool found the clauses. Now apply judgment:

For each flagged CoC provision: is it actually triggered by this deal?

• Stock sale vs. asset sale vs. merger — different triggers
• "Change of control" defined how in the contract — majority ownership? board control? something else?
• Is there a carve-out for this type of transaction?

This is the part the tool can't do. Output goes to diligence findings in house format.

Output

The QA summary below is derived from VDR documents that are privileged, confidential, or both. It inherits the sources' privilege and confidentiality status — distribution beyond the privilege circle can waive privilege. Store with the matter's privileged files.

## AI Tool Handoff Summary — [Category]

**Tool:** [Luminance / Kira]
**Documents processed:** [N]
**Extraction targets:** [clause types]

### QA

**Trust level:** [per `config/local/codex-for-legal/corporate-legal/CLAUDE.md`]
**Sample size:** [N] docs spot-checked
**Error rate:** [X]% — [Accepted / Widened sample / Full re-review triggered]

### Results

| Clause type | Docs flagged | After judgment layer | Material |
|---|---|---|---|
| Change of control | [N] | [N actually triggered by deal structure] | [N above threshold] |
| Assignment | [N] | [N] | [N] |

**→ [N] findings added to diligence issues**
**→ [N] consents added to closing checklist**

Close with the next-steps decision tree

End with the next-steps decision tree per CLAUDE.md ## Outputs. Customize the options to what this skill just produced — the five default branches (draft the X, escalate, get more facts, watch and wait, something else) are a starting point, not a lock-in. The tree is the output; the lawyer picks.

What this skill does not do

• It doesn't run Luminance or Kira — it manages the handoff and QA. A human (or the tool's own interface) runs the extraction.
• It doesn't replace the tool's output with its own judgment entirely — if config/local/codex-for-legal/corporate-legal/CLAUDE.md says spot-check 10%, check 10%, not 100%.
• It doesn't decide the trust level — that's in config/local/codex-for-legal/corporate-legal/CLAUDE.md, set at cold-start based on the team's experience with the tool.