SlowGuess/NeurIPS_2023_OCR huggingface dataset:
Question: What type of offer could the Board take actions on notwithstanding the no-shop provision?
Options: A: Acquisition Proposal only; B: Superior Offer, or Acquisition Proposal reasonably likely/expected to result in a Superior Offer
Example: SECTION 5.02. Acquisition Proposals. <omitted> (c) Information Exchange; Discussions or Negotiation. Notwithstanding anything to the contrary contained in Section 5.02(a), prior to obtaining the Company Requisite Vote, in the event that the Company, any of its Subsidiaries or its or their Representatives receive from any Person, after the date of this Agreement, an unsolicited, bona fide written Acquisition Proposal that did not result from a breach of this Section 5.02, and that the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, is, or is reasonably likely to lead to, a Superior Proposal, the Company may (i) furnish or provide information to the Person making such Acquisition Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement; provided, however, that the Company shall as promptly as is reasonably practicable (and in any event within one (1) Business Day) make available to Parent and Merger Sub any written material non-public information concerning the Company or its Subsidiaries that is provided to any Person pursuant to this Section 5.02(c)(i), to the extent such information was not previously made available to Parent, Merger Sub or their Representatives, and (ii) engage in discussions and negotiations with such Person and its Representatives with respect to such Acquisition Proposal. (Page 35)
Task name: maud-cor_permitted_with_board_fiduciary_determination_only
Question: Is Change of Recommendation permitted as long as the board determines that such change is required to fulfill its fiduciary obligations?
Example: SECTION 5.3 No Solicitation by the Company; Company Recommendation. <omitted> (d) <omitted> Notwithstanding the foregoing or any other provision of this Agreement to the contrary, prior to the time the Company Stockholder Approval is obtained (but not thereafter), the Company Board or the Company Special 41
Committee may make a Company Adverse Recommendation Change if either (x) in the case of a Company Adverse Recommendation Change made in response to a Company Acquisition Proposal, the Company Board or the Company Special Committee has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable Law or (y) in the case of a Company Adverse Recommendation Change made in response to a Company Intervening Event, the Company Board or the Company Special Committee has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that, as a result of a Company Intervening Event, the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (Pages 46-47)
Task name: maud(cor_STANDARD)(superior Offer)
Question: What standard should the board follow when determining whether to change its recommendation in connection with a superior offer?
Options: A: "Breach" of fiduciary duties; B: "Inconsistent" with fiduciary duties; C: "Reasonably likely/expected breach" of fiduciary duties; D: "Reasonably likely/expected to be inconsistent" with fiduciary duties; E: "Reasonably likely/expected violation" of fiduciary duties; F: "Required to comply" with fiduciary duties; G: "Violation" of fiduciary duties; H: More likely than not violate fiduciary duties; I: None; J: Other specified standard
Example: Section 5.2. No Solicitation.<omitted>
(c) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Company Stockholder Approval, the Company Board may make a Change in Recommendation in response to an unsolicited bona fide written Acquisition Proposal or cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal, in each case only if: (i) such Acquisition Proposal or Superior Proposal did not result from a breach of Section 5.2(a); (ii) the Company Board (or a committee thereof) determines in good faith (A) after consultation with the Company's outside legal counsel and Independent Financial Advisor, that such Acquisition Proposal constitutes a Superior Proposal and (B) after consultation with the Company's outside legal counsel, that in light of such Acquisition Proposal, a failure to make a Change in Recommendation or to cause the Company to enter into such Alternative Acquisition Agreement would be inconsistent with the Company Board's fiduciary obligations to the Company's stockholders under the DGCL; (Page 27)
Task name: maud_cor_permitted_in_response_to_intervening_event
Question: Is Change of Recommendation permitted in response to an intervening event?
Example: 6.1 No Solicitation.<omitted>
Notwithstanding the foregoing or anything to the contrary set forth in this Agreement (including the provisions of this Section 6.1), at any time prior to receipt of the Company Stockholder Approval, the Company Board may effect a Company Board Recommendation Change in response to a Superior Proposal or an Intervening Event if: (i) the Company Board shall have determined in good faith (after consultation with outside counsel and outside financial advisor) that the failure to effect a Company Board Recommendation Change would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; (ii) so long as the Company and its Subsidiaries are not in material breach of their obligations pursuant to this Section 6.1 with respect to an Acquisition Proposal underlying such Company Board Recommendation Change; (iii) the Company has notified the Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons for such Company Board Recommendation Change (a "Recommendation Change Notice") (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change or a Trigger Event for purposes of this Agreement); (iv) if requested by the Parent, the Company shall have made its Representatives available to negotiate (to the extent that Parent desires to so negotiate) with the Parent's Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to the Parent of such Recommendation Change Notice; and (v) if the Parent shall have delivered to the Company a written, binding and irrevocable offer to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside counsel), after considering the terms of such offer by the Parent, that the failure to effect a Company Board Recommendation Change would still be reasonably likely to be inconsistent with its fiduciary obligations under applicable law; provided, however, that in the event of any material revisions to an Acquisition Proposal underlying a potential Company Board Recommendation Change, the Company will be required to notify Parent of such revisions and the applicable three (3) Business Day period described above shall be extended until two (2) Business Days after the time Parent receives notification from the Company of such revisions. (Page 34)
Task name: maud(cor_STANDARD)(intervening_event)
Question: What standard should the board follow when determining whether to change its recommendation in response to an intervening event?
Options: A: "Breach" of fiduciary duties; B: "Inconsistent" with fiduciary duties; C: "Reasonably likely/expected breach" of fiduciary duties; D: "Reasonably likely/expected to be inconsistent" with fiduciary duties; E: "Reasonably likely/expected violation" of fiduciary duties; F: "Required to comply" with fiduciary duties; G: "Violation" of fiduciary duties; H: More likely than not violate fiduciary duties; I: Other specified standard
Example: 6.3 Shareholders' Approval and Stockholder Approval. <omitted> (c) <omitted> if the Board of Directors of <omitted> the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Parent Board Recommendation or the Company Board Recommendation, as applicable, such Board of Directors may <omitted> submit this Agreement to its shareholders or stockholders, respectively, without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change) (Page 57)
Answer: I
Task name: maud_initializer_MATCHing_rights_period_(cor)
Question: How long is the initial matching rights period in case the board changes its recommendation?
Options: A: 2 business days or less; B: 3 business days; C: 3 calendar days; D: 4 business days; E: 4 calendar days; F: 5 business days; G: Greater than 5 business days
Example: 6.3 No Solicitation by Golden. <omitted> in response to a <omitted> Golden Competing Proposal <omitted> the Golden Board may effect a Golden Change of Recommendation; provided, however, that such a Golden Change of Recommendation may not be made unless and until: <omitted>; provided that in the event of any material amendment or material modification to any Golden Superior Proposal <omitted>, Golden shall be required to deliver a new written notice to Labrador and to comply with the requirements of this Section 6.3(e)(iv) with respect to such new written notice, except that the advance written notice obligation set forth in this Section 6.3(e)(iv) shall be reduced to two Business Days (Pages 34-35)
Task name: maud(additional_MATCHing_rights_period_for_modifications_(cor)
Question: How long is the additional matching rights period for modifications in case the board changes its recommendation?
Options: A: 2 business days or less; B: 3 business days; C: 3 days; D: 4 business days; E: 5 business days; F:  $>5$  business days; G: None
Example: Section 5.4 Non-Solicitation.<omitted>
(b) <omitted> Notwithstanding the foregoing, at any time prior to obtaining the East Stockholder Approval, and subject to East's compliance in all material respects at all times with the provisions of this Section 5.4 and Section 5.3, in response to a Superior Proposal with respect to East that was not initiated, solicited, knowingly encouraged or knowingly facilitated by East or any of the East Subsidiaries or any of their respective Representatives, the East Board may make an East Adverse Recommendation Change; provided, however, that East shall not be entitled to exercise its right to make an East Adverse Recommendation Change in response to a Superior Proposal with respect to East (x) until three (3) Business Days after East provides written notice to Central (an "East Notice") advising Central that the East Board or a committee thereof has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal, and identifying the Person or group making such Superior Proposal, (y) if during such three (3) Business Day period, Central proposes any alternative transaction (including any modifications to the terms of this Agreement), unless the East Board determines in good faith (after consultation with East's financial advisors and outside legal counsel, and taking into account all financial, legal, and regulatory terms and conditions of such alternative transaction proposal, including any conditions to and expected timing of consumption, and any risks of non-consummation of such alternative transaction proposal) that such alternative transaction proposal is not at least as favorable to East and its stockholders as the Superior Proposal (it being understood that any change in the financial or other material terms of a Superior Proposal shall require a new East Notice and a new two (2) Business Day period under this Section 5.4(b)) and (z) unless the East Board, after consultation with outside legal counsel, determines that the failure to make an East Adverse Recommendation Change would be inconsistent with its fiduciary duties. (Page 76)
Task name: maud_definednessincludes_stock Deals
Question: What qualifies as a superior offer in terms of stock deals?
Options: A: "All or substantially all"; B:  $50\%$ ; C: Greater than  $50\%$  but not "all or substantially all"; D: Less than  $50\%$
Example: 5.4 No Solicitation by the Company; Other Offers. <omitted> the Company shall not be entitled to: (i) make a Change in Company Board Recommendation <omitted> unless: <omitted> the Company shall have first provided prior <omitted> notice to Parent that it is prepared to <omitted> make a Change in Company Board Recommendation (a "Recommendation Change Notice") <omitted> Any material changes with respect to the Intervening Event <omitted> or material changes to the financial terms of such Superior Proposal <omitted> shall require the Company to provide to Parent a new Recommendation Change Notice <omitted> and a new three (3) Business Day period. (Pages 45-46)
Task name: maud_definednessincludes_asset Deals
Question: What qualifies as a superior offer in terms of asset deals?
Example: Section 5.4 Acquisition Proposals. <omitted> (d) <omitted> following receipt of a <omitted> Acquisition Proposal <omitted> that the Company Board determines <omitted> constitutes a Superior Proposal, the Company Board may <omitted> make an Adverse Recommendation Change <omitted> if <omitted> (i) (A) the Company shall have provided to Parent <omitted> notice, <omitted> (it being understood and agreed that any amendment to the financial terms or any other material term or condition of such Superior Proposal shall require a new notice and an additional three Business Day period) (Pages 44-45)
Task name: maud_financial_point_of_view_is_the_sole considerration
Question: Is "financial point of view" the sole consideration when determining whether an offer is superior?
Task name: maud_definedness.contains knowledge requirement --answer
Question: What is the knowledge requirement in the definition of "Intervening Event"?
Options: A: Known, but consequences unknown or not reasonably foreseeable, at signing; B: Known, but consequences unknown, at signing; C: Not known and not reasonably foreseeable at signing; D: Not known at signing
Example: "Acquisition Proposal" means any inquiry, proposal or offer from any Person or group of Persons other than Parent or one of its Subsidiaries made after the date of this Agreement relating to (A) a merger, reorganization, consolidation, share purchase, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture, partnership, spin-off, extraordinary dividend or similar transaction involving the Company or any of its Subsidiaries, which is structured to permit such Person or group of Persons to, directly or indirectly, acquire beneficial ownership of  $20\%$  or more of the outstanding equity securities of the Company, or  $20\%$  or more of the consolidated net revenues, net income or total assets of the Company and its Subsidiaries, taken as a whole or (B) the acquisition in any manner, directly or indirectly, of over  $20\%$  of the equity securities or consolidated total assets of the Company and its Subsidiaries, in each case other than the Merger and the other transactions contemplated by this Agreement. <omitted> "Superior Proposal" means any bona fide written Acquisition Proposal (A) on terms which the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders of Shares than the Merger and the other transactions contemplated by this Agreement, taking into account all the terms and conditions of such proposal and this Agreement and (B) that the Company Board determines in good faith is capable of being completed, taking into account all financial, regulatory, legal and other aspects of such proposal; provided, that for purposes of the definition of "Superior Proposal," the references to "20%" in the definition of Acquisition Proposal shall be deemed to be references to "50%. (Page 47)
Task name: maud_intervening_event__required_to_occurs_after_signing___answer  
Question: Is an "Intervening Event" required to occur after signing?
Options: A: No. It may occur or arise prior to signing.; B: Yes. It must occur or arise after signing.
Example: "Superior Proposal" shall mean, with respect to a party hereto, any <omitted> Acquisition Proposal with respect to such party made by a third party to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, share exchange, consolidation or other business combination, (A) all or substantially all of the assets of such party and its Subsidiaries, taken as a whole, (Page 120)
Task name: maud_initializer_MATCHing_rights_period_(ftr)
Question: How long is the initial matching rights period in connection with the Fiduciary Termination Right (FTR)?
Options: A: 2 business days or less; B: 3 business days; C: 3 calendar days; D: 4 business days; E: 4 calendar days; F: 5 business days; G: 5 calendar days; H: Greater than 5 business days
Example: SECTION 5.3 No Solicitation by the Company; Company Recommendation. <omitted> (d) <omitted> provided, however, that the Company Board and the Company Special Committee shall not, and shall cause the Company not to, make a Company Adverse Recommendation Change in connection with a Company Superior Proposal unless (I) the Company has given Parent at least four (4) Business Days' prior written notice of its intention to take such action (which notice shall reasonably describe the material terms of the Company Superior Proposal or attach the agreement and all material related documentation providing for such Company Superior Proposal), (II) the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during such notice period, to the extent Parent wishes to negotiate, to enable Parent to propose in writing a binding offer to effect revisions to the terms of this Agreement such that it would cause such Company Superior Proposal to no longer constitute a Company Superior Proposal, (III) following the end of such notice period, the Company Board or the Company Special Committee shall have considered in good faith any such binding offer from Parent, and shall have determined that the Company Superior Proposal would continue to constitute a Company Superior Proposal if the revisions proposed in such binding offer were to be given effect and (IV) in the event of any material change to the material terms of such Company Superior Proposal, the Company shall, in each case, have delivered to Parent an additional notice consistent with that described in clause (I) above and the notice period shall have recommenced, except that the notice period shall be at least two (2) Business Days (rather than the four (4) Business Days otherwise contemplated by clause (I) above); (Page 47)
Task name: maud.tail_period_length
Question: How long is the Tail Period?
Options: A: 12 months or longer; B: Other; C: within 12 months; D: within 6 months; E: within 9 months Example: Section 7.3 Termination Fees. <omitted> (b) <omitted> if <omitted> Parent or the Company terminates this Agreement <omitted> (iii) <omitted> the Company shall have consummated an Alternative Acquisition Proposal or entered into an Alternative Acquisition Agreement for any Alternative Acquisition Proposal <omitted> which Alternative Acquisition Proposal is ultimately consummated (Page 80)
Table 36 - continued from previous page
Task
Answer: C
Task name: maudSpecificperformanceQuestion: What is the wording of the Specific Performance clause regarding the parties' entitlement in the event of a contractual breach?Options: A: "entitled to seek" specific performance; B: "entitled to" specific performanceExample: Section 9.10 Specific Performance. The parties hereto hereby agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the parties acknowledge and agree that each party shall be entitled to, in accordance with the provisions of this Agreement, an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and/or to enforce specifically the terms and provisions hereof in any court, in addition to any other remedy to which they are entitled at law or in equity (Page 73)Answer: B
Significance and value Reading comprehension is a particularly challenging part of contract review, both to human and to machine. The MAUD tasks evaluate an LLM's ability to understand and categorize a wide spectrum of legal clauses in the context of merger agreements.
G.17 New York State Judicial Ethics
In LEGALBENCH, the New York State Judicial Ethics task is denoted as nys_judicial_ethics.
Background The New York State Advisory Committee on Judicial Ethics posts rulings on real ethical scenarios. The Committee, established in 1987, offers guidance to roughly New York State judges and justices, as well as other judicial personnel and candidates in the state. By interpreting the Rules Governing Judicial Conduct and the Code of Judicial Conduct, the Committee assists these individuals in maintaining high ethical standards. Actions taken by judges in accordance with the Committee's formal opinions are deemed proper, which helps protect them during any future investigations by the New York State Commission on Judicial Conduct.
Task 300 real-world scenarios and fact patterns have been reformulated into yes or no questions to understand whether models understand ethical rules and how they might apply to different judicial situations.
For example in a 2022 decision the Committee noted that: "A judge who previously served as the District Attorney may not preside over a parole recognizance hearing concerning a parolee or releasee who had originally been convicted and sentenced during the judge's former tenure as the District Attorney."
This is converted to a Yes/No question:
Question: Can a judge who previously served as the District Attorney preside over a parole recognizance hearing concerning a parolee or releasee who had originally been convicted and sentenced during the judge's former tenure as the District Attorney?
Question	Answer
Can a judge's law clerk assist the judge with any election-related matters during a general election when the judge is on-call?	No
Can a part-time town justice be employed part-time as a community school liaison with the county sheriff's office simultaneously?	No
Can an appellate judge who successfully sought to vacate a vexatious lien filed by a disgruntled litigant against their real property preside over appeals from other decisions or orders rendered by the lower court judge who granted the petition to vacate?	Yes
Can a part-time town justice serve as a part-time assistant conflict defender in the same county as their court?	Yes
Table 37: Examples for nys_judicial_ethics.
Construction process We collect digest statements from the New York State Unified Court System Advisory Committee on Judicial Ethics.[22] We collect samples from 2010, 2021, 2022, and 2023 and then use ChatGPT to reformulate the statements into yes or no questions. To ensure that data is not used for training OpenAI models, we opt out of data use for accounts used for task creation. We leave 2010 and 2021 data for understanding scope of data leakage from opinions being online. 2022 and 2023 data should not have been seen by most models that were trained prior to these years.