Claude Skills by sunyifeisb-art

Guides line-by-line reconciliation of competing quality-of-earnings reports and a preliminary purchase price allocation, producing structured workbooks and a deal-team memo that quantifies the enterprise value impact of EBITDA differences.

Guides cross-verification of seller responses to diligence requests against the underlying document set to identify false or incomplete characterizations, regulatory contradictions, financial inconsistencies, and outstanding information gaps.

Guides cross-verification of seller responses to DDRL requests against the underlying diligence materials to identify inaccurate or incomplete characterizations, contradictions, and information gaps.

Guides buyer-side analysis of a seller-side markup of a stock purchase agreement by requiring a two-pass review that separates disclosed changes from silent ones and assesses the combined economic effect of interacting indemnification revisions.

Guides buyer-side analysis of a seller's term sheet markup by checking calculations, assessing deleted representations against representation-and-warranty insurance coverage, and evaluating non-market operational covenants before the negotiation session.

Guides buyer-side analysis of a seller's term sheet markup, requiring arithmetic verification, assessment of deleted representations against R&W insurance coverage, and evaluation of non-market operational covenants before the negotiation session.

Guides comprehensive analysis of acquisition consent requirements and transaction restrictions across financing documents, joint venture arrangements, government contracts, commercial contracts, and regulatory notification obligations for a reverse triangular merger.

Guides comprehensive analysis of acquisition consent requirements and transaction restrictions across credit facilities, joint venture agreements, government contracts, commercial contracts, and regulatory notification obligations for a reverse triangular merger, using a procedural, category-level approach.

Guides seller-side analysis of a buyer's transition services agreement markup, evaluating liability cap exposure, IP license scope creep, service-level penalty accumulation, and interaction with the purchase agreement's indemnification and earnout provisions.

Guides matter-by-matter analysis of a target's pending litigation and regulatory matters, assessing reserve adequacy, insurance coverage gaps, aggregate exposure relative to indemnification structure, and recommended deal protections.

Guides construction of a structured M&A deal points library from a set of executed agreements, capturing key economic, indemnification, covenant, and closing-term provisions for benchmarking and precedent research.

Guides construction of a structured M&A deal points library from a set of executed agreements, capturing the key economic, indemnification, covenant, and closing terms needed for benchmarking and precedent research.

Guides construction of a structured LOI and term sheet precedent database from a set of transaction documents, with consistent field population across required terms for benchmarking and negotiation support.

Guides construction of a structured LOI and term sheet precedent database from transaction documents, with complete field population across the required terms for benchmarking and negotiation support.

Guides provision-by-provision comparison of draft indemnification terms against a firm playbook and precedent, assessing structural gaps in basket type, materiality scrape, knowledge qualifier, defense control, survival periods, and special representation treatment.

Guides auction-process NDA review by comparing each bidder's markup against the seller's form and playbook, assessing standstill, representatives scope, enforcement mechanics, and data room admission recommendation for each bidder.

Guides auction-process NDA review by comparing each bidder's markup against the seller's form and playbook, assessing standstill, representatives scope, enforcement mechanics, and data room admission recommendation for each bidder.

Guides a two-directional comparison between an acquisition agreement and a closing checklist to identify missing items, inaccurate terms, and miscategorized deliverables, with verification of stated figures against the agreement’s formulas and defined terms.

Guides substantive verification of closing deliverables against transaction-document requirements, including arithmetic checks, definition cross-checks, and conformity of certificates and ancillary documents to their stated conditions.

Guides comparison of a closing binder against agreement-based deliverable requirements, with substantive accuracy review of escrow mechanics, funds flow arithmetic, tax-related certificates, resignations, transition services terms, and other named deliverables.

Guides provision-by-provision comparison of a draft credit agreement against the commitment letter and term sheet, identifying deviations in pricing, structural protections, and covenant mechanics, and classifying each as a commitment-letter breach or within an acceptable range.

Guides DDRL-to-VDR gap analysis by requiring substantive assessment of each gap, distinguishing simple document omissions from underlying compliance concerns, structural defects, and stale materials that may require pre-closing follow-up.

Guides DDRL-to-VDR gap analysis by requiring a substantive assessment of each gap, distinguishing simple document omissions from compliance deficiencies and ownership or chain-of-title defects that may require pre-closing remediation.

Guides independent verification of a post-closing working capital adjustment by applying the operative agreement’s definition line by line, computing the resulting adjustment with any applicable collar, and calculating interest from the contractually specified start date.

Guides deviation analysis between a fund term sheet and an LP side letter, identifying MFN cascade effects, structural impossibilities, capital account distortion risks, and disclosure tension for public-entity LPs.

Guides field-by-field comparison of a matter plan against an engagement letter, identifying scope gaps, fee discrepancies, regulatory threshold implications of deal value differences, and professional responsibility concerns.

Guides multi-jurisdictional merger control threshold analysis by comparing transaction facts against each jurisdiction’s applicable filing tests, identifying turnover-based and deal-value-based thresholds where relevant, checking closing-condition coverage, and flagging potentially stale reference data.

Guides a multi-jurisdictional merger control filing analysis by identifying the applicable filing thresholds, governing authority or regulatory framework, timing considerations, and substantive competition issues on a jurisdiction-by-jurisdiction basis.

Guides cross-document comparison of a purchase agreement against a debt commitment letter, identifying mismatches in specified representations, financing conditions, timeline alignment, financial statement requirements, and fund-level change-of-control implications.

Guides independent verification of a disputed post-closing working capital closing statement by applying the operative definition line by line, identifying categorization and arithmetic errors, and recomputing the corrected adjustment with directional impact for each error.

Guides tax structure analysis for a proposed acquisition by comparing the proposed structure against precedent transaction summaries, working through the basis step-up economics, and identifying entity-specific tax considerations such as accumulated earnings and profits.

Guides cross-referencing transaction representations and disclosure materials against diligence findings, mapping each material discrepancy to the implicated provision, assessing financial and risk impact, and identifying appropriate protective drafting or process responses.

Guides facility-by-facility environmental diligence for a manufacturing acquisition, requiring permit status analysis, remediation accrual comparison, contamination-defense assessment, pollution legal liability insurance review, and identification of unreported incidents from disclosure schedules.

Guides drafting of specified acquisition agreement articles from a precedent and term sheet, with a companion cover memo identifying structural mismatches, regulatory transfer nuances, basket-type discrepancies, and specific escrow designations.

Guides preparation of a comprehensive acquisition due diligence memo, requiring category-by-category analysis that identifies corporate structural deficiencies, IP ownership chain gaps, indemnification risks, tax nexus exposure, and material contract change-of-control issues.

Guides drafting of a complete buyer-favorable carve-out acquisition document suite, requiring substantive completeness in each ancillary document and cross-document consistency on key transaction terms, assumed liabilities, regulatory conditions, and defined terms.

Guides drafting of a complete buyer-side carve-out acquisition document suite, requiring all core documents to be substantively complete, the commercial terms to be carried consistently across the suite, regulatory closing conditions to be included where applicable, and the outside date and escrow mechanics to be handled consistently throughout.

Guides drafting of a complete corporate consent package for an acquisition transaction, requiring separate board and stockholder approvals, any class-based preferred stock approval needed by the charter, and an issues memo that flags discrepancies and open items for counsel.

Guides preparation of a substantive slide-by-slide board presentation deck outline for a proposed acquisition, with each section covering the required decision-making content, plus a companion issues memorandum identifying cross-document discrepancies and open items.

Guides drafting of a comprehensive closing checklist from executed acquisition documents, requiring deal-specific conditions and deliverables drawn from the principal agreement with section references, cross-document discrepancy flags, and tracking of insurance, rollover, employment, and tax-certification items.

Guides drafting of a leveraged acquisition commitment letter and companion issues memo, requiring identification and resolution of cross-document economic inconsistencies and flagging of non-market conditions that may be inappropriate as unconditional funding conditions.

Guides drafting of a sell-side confidential information memorandum with core sections, management biographies, facility-level operating detail, capex categorization, and reconciliation of cross-source data discrepancies.

Guides preparation of a data room population plan from deal materials, requiring critical review of the request list for errors, separate tracking of contracts with assignment or change-of-control restrictions, distinction between copyleft and permissive open-source licenses, board minute redaction protocol, and resolution of instruction conflicts.

Guides preparation of a data room population plan with critical DDRL review, regulatory filing-check validation, open-source audit staleness assessment, LGPL copyleft risk identification, anti-assignment consent tracking, and resolution of instruction conflicts.

Guides preparation of an investment-committee-ready acquisition diligence summary memo synthesizing multi-workstream findings by severity, presenting implied multiples at management and QoE EBITDA, and recommending pre-closing covenants for identified structural deficiencies.

Guides preparation of a complete disclosure schedule package keyed to the acquisition agreement, with a master table of contents, individual schedules for each representation, and an Outstanding Items Memo tracking pre-closing actions including IP chain-of-title gaps, regulatory notice requirements, and open-source copyleft issues.

Guides drafting of disclosure schedules to an asset purchase agreement using cover-page conventions, an over-disclosure approach, time-sensitive deadline flagging, employment-law risk disclosure, and accurate tax filing-status disclosures.

Guides step-by-step modeling and memorandum drafting for a private equity fund distribution waterfall, requiring application of the limited partnership agreement's fee offset provisions, the correct compounding convention, GP catch-up shortfall analysis, clawback assessment, and carried-interest holding-period analysis under the applicable tax rules.

Guides drafting of a tailored due diligence request list for a healthcare IT or software acquisition, with an executive summary of key diligence themes and target-specific requests addressing open-source licensing risk, multi-jurisdiction tax nexus gaps, time-sensitive contract renewals, and restrictive covenant enforceability.

Guides drafting of a tailored due diligence request list for a regulated data or healthcare IT target, with an executive summary of target-specific diligence themes covering regulatory risk, open-source copyleft, change-of-control revenue at risk, data licensing compliance, and time-sensitive contract expirations.