Claude Skills by sunyifeisb-art

Guides preparation of an investment-committee-ready due diligence summary memo that synthesizes findings by severity tier, translates financial adjustments into enterprise-value impact, identifies insurance coverage gaps for excluded exposures, and provides deal-protection recommendations for significant issues.

Guides drafting of a customized engagement letter from intake materials and a firm template, requiring precise party identification, matter-specific scope with explicit exclusions, and a companion cover memo flagging source-document conflicts and open items.

Guides drafting of a complete equity commitment letter from an equity investor to the acquisition entity, with the core structural elements, conditions to funding, limited-recourse and remedy provisions tied to the transaction documents, and a companion issues memo.

Guides drafting of a complete private equity fund limited partnership agreement by reconciling conflicts across source materials, with bracketed notes resolving key economic and governance discrepancies, including commitment methodology, distribution waterfall structure, recycling and credit facility interactions, MFN scope, broken deal expense allocation, and no-fault removal fee ambiguity.

Guides preparation of a seller-perspective exit closing checklist that identifies pre-closing actions, closing deliverables, and regulatory items commonly relevant to a portfolio company stock purchase transaction, including debt payoffs, third-party consent requirements, tax election mechanics, and advance regulatory filing requirements.

Guides preparation of a fund term sheet versus side letter deviation report, requiring severity ratings for structural conflicts, MFN cascade analysis across eligible investors, misrepresentation exposure assessment, and identification of governing law conflicts between side letters and the fund governing documents.

Guides preparation of an industry summary and market analysis memo for an acquisition evaluation by cross-checking company-provided market data against independent sources, identifying potential base-year selection bias in growth calculations, quantifying regulatory and reimbursement headwinds at a category level, and adjusting precedent transaction multiples for period-specific outliers.

Guides preparation of an industry and market analysis memo for a diagnostics acquisition by cross-checking sell-side and independent data, quantifying reimbursement-driven financial impact, flagging customer concentration with imminent contract expiration, and providing a recency-adjusted precedent transaction multiple.

Guides preparation of a prioritized issues list memorandum for a membership interest purchase agreement, requiring each issue to be tied to a specific agreement section, regulatory notification obligations to be analyzed as potential closing conditions, unsupported earnings adjustments to be identified and quantified, and earnout operating protections to be evaluated where the draft lacks them.

Guides preparation of a buyer-side issues list for a draft escrow agreement, requiring cross-reference of each provision against the related acquisition agreement, flagging timing misalignments, claims deadline inconsistencies, governing law conflicts, and absent successor escrow agent provisions.

Guides preparation of a restrictive covenant agreement issues memorandum with an executive summary of the most critical issues, section references for each issue, enforceability analysis that connects transaction consideration to scope and duration reasonableness, and separate treatment of each draft agreement.

Guides preparation of a prioritized transition services agreement issues list memo. Focuses on identifying drafting gaps, sequencing issues by priority, comparing terms to market practice at a category level where helpful, analyzing interactions among provisions, and proposing revised language at a procedural level without relying on scenario-specific facts or predetermined conclusions.

Guides drafting of a complete stock purchase agreement adapted from a precedent and term sheet, requiring a companion drafting issues memo that flags material deviations from the precedent, addresses state-specific enforceability considerations for restrictive covenants across operating jurisdictions, adds earnout and rollover provisions absent from the precedent, and integrates representations and warranties insurance provisions.

Guides drafting of a stock purchase agreement from a precedent and term sheet, requiring a companion issues memo that identifies non-compete scope problems, explains earnout and rollover provisions absent from the precedent, and distinguishes fundamental, general, and tax representation survival period requirements.

Guides drafting of a management rollover agreement and companion issues memo, requiring resolution of tax-treatment bifurcation, acceleration-trigger conflicts, call price discrepancies, restrictive-covenant enforceability, distribution-priority conflicts, and spousal-consent requirements in jurisdictions where marital property rules may affect equity interests.

Guides preparation of a buyer-favorable redlined acquisition agreement with tracked changes and a companion commentary memo organized by article, focusing on buyer-side edits to purchase price mechanics, post-closing adjustment mechanics, environmental representations, indemnification, knowledge qualifiers, closing conditions, and pre-closing covenants.

Guides preparation of a redlined engagement letter with bracketed comments and a companion priority-ranked memo, focusing on identifying overbroad tail provisions, evaluating fee-credit economics, assessing arbitration venue and other procedural burdens, reviewing limitation-of-liability carve-out language, and checking scope, rate, and payment provisions for ambiguity or mismatch.

Guides preparation of a partner-ready marked-up escrow agreement with bracketed commentary on material issues, including independent verification of escrow amounts against the governing acquisition agreement formula, review of permitted investments, earnings-follow-principal allocation, release mechanics, claims procedure, tax reporting, governing law, fees, successor appointment mechanics, and citation of the applicable internal rationale for each proposed change.

Guides preparation of a section-by-section restrictive covenant agreement markup memo and negotiation priority matrix, requiring analysis of customer non-solicitation scope, passive investment carve-outs, enforceability under the selected governing law, and carve-outs for board or community service where relevant.

Guides preparation of a detailed buyer-side SPA markup memorandum with draft-ready redline language, requiring identification of all indebtedness categories from the target's financial statements, verification of escrow economics against the operative transaction terms, cross-checking of earnout economics against the operative transaction terms, and evaluation of whether any extended environmental representation survival is supported by diligence findings.

Guides preparation of a prioritized seller-side markup memo for a stock purchase agreement, emphasizing issue spotting, cross-document consistency checks, and bracketed commentary on risk allocation, representations, indemnification, restrictive covenants, and closing mechanics.

Guides seller-side transition services agreement redline work where gaps between playbook positions and counterparty draft require priority-tiered classification tied to parent transaction agreement conflicts.

Guides drafting of an HSR premerger notification package where multi-jurisdictional analysis, document-log obligations, and internal filing-issues identification must all be completed from deal documents.

Guides buyer-side NDA markup in a competitive auction process where playbook positions must be applied against a seller-drafted non-disclosure agreement to produce a prioritized issues memo and annotated redline.

Guides buyer-side NDA markup in a competitive auction process by applying playbook positions to a seller-drafted confidentiality agreement and producing a prioritized issues memo plus an annotated redline.

Guides preparation of a post-closing purchase price adjustment memorandum where closing balance sheet line items are disputed, the adjustment mechanism must be applied, and dispute resolution procedures must be analyzed.

Guides drafting of a buyer-favorable stock purchase agreement from transaction materials, with an accompanying issues memorandum identifying material concerns encountered during drafting.

Guides drafting of a post-closing restrictive covenant agreement and accompanying memorandum where cumulative restriction duration, choice-of-law tensions, and garden leave mechanics require enforceability analysis.

Guides drafting of a private equity fund side letter for a strategic limited partner, with each negotiated provision cross-checked against the fund’s governing agreement for conflicts, authority limits, and interactions with other investor rights.

Guides drafting of a buyer-side stock purchase agreement from a data room where equity ownership, financing payoff mechanics, change-of-control compensation issues, and regulatory clearance provisions must all be sourced from transactional documents.

Guides seller-side review of a buyer-drafted asset purchase agreement by checking whether customary seller-favorable risk allocations, operational flexibility, and dispute-resolution mechanics are adequately addressed, and by cross-referencing the draft against the letter of intent and other agreed deal points.

Guides preparation of an internal engagement staffing memorandum for a cross-border M&A matter where team composition, conflicts status, regulatory specialty coverage, diversity metrics, and budget must all be addressed in a procedural, non-answer-key format.

Guides drafting of a comprehensive buyer-side stock purchase agreement from a term sheet, precedent, and multi-document diligence set where capitalization complexity, diligence findings, and deal-specific representations must be integrated.

Guides preparation of a target diligence profile for an investment committee where legal, financial, environmental, and insurance diligence findings must be synthesized into a structured risk assessment.

Guides preparation of a target diligence profile for an investment committee where legal, financial, environmental, and insurance diligence findings must be synthesized into a structured risk assessment.

Guides seller-side term sheet markup and commentary memorandum for a strategic subsidiary acquisition, where valuation, purchase price mechanics, working capital, risk allocation, and related deal terms must be revised using deal materials and market comparables.

Guides buyer-side term sheet markup and explanatory memorandum where valuation, purchase price mechanics, working capital, and risk-allocation provisions must be revised using the transaction documents and available diligence materials.

Guides drafting of an acquisition term sheet from a multi-document deal set where purchase economics, financing assumptions, exclusivity, and open issues must be synthesized into a non-binding but deal-defining document.

Guides drafting of an acquisition term sheet from a multi-document deal set where purchase price mechanics, financing assumptions, exclusivity, and unresolved issues must be synthesized into a non-binding but deal-defining document.

Guides consent tracking, analysis, and request-letter drafting for an acquisition closing where material contracts, financing arrangements, leases, and regulatory permits must be reviewed for consent requirements.

Guides drafting of a bilateral M&A NDA from a precedent and negotiated term sheet where transaction-specific features and prior negotiations must be incorporated, together with a drafting notes memo.

Guides drafting of a bilateral M&A NDA from precedent and negotiated transaction materials, with a drafting notes memo that records incorporated terms, judgment calls, and any open issues.

Guides full drafting of a transition services agreement for a post-closing carve-out where the service scope, fee structure, term, and services schedule exhibit must be sourced from the deal record and scoping materials.

Guides buyer-side redline of a seller-drafted transition services agreement by applying the buyer’s playbook, the signed acquisition agreement, and supporting cost data to produce a fully annotated markup, including proposed additions where the draft is silent.

Guides preparation of a vendor due diligence memorandum for a procurement committee where contractual, security, compliance, and reference findings must be synthesized into a structured recommendation.

Guides preparation of a sell-side vendor due diligence report for distribution to prospective bidders where multi-workstream diligence findings must be organized, qualified, and presented in a form suitable for external disclosure.

Guides systematic extraction and risk assessment of change-of-control provisions across a target's material contract portfolio in a merger or similar control transaction.

Guides extraction and mapping of all closing conditions from an acquisition agreement into a comprehensive matrix cross-referenced against the current status of each condition.

Guides extraction and analysis of the covenant package in a credit agreement for acquisition diligence, cross-referenced against current compliance data to identify constraints and risks.

Guides preparation of an investment-committee-ready fund term extraction memo where key economic and governance terms are assessed against a pension investor's private equity investment policy and prior-fund benchmarks.