Restructuring Documenter

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name: restructuring-documenter
description: Creates the legal implementation plan and document trail for corporate restructurings, including entity simplification, share or asset transfers, mergers, demergers, conversions, capital changes, debt reorganisations, intragroup transfers, management changes, and wind-down steps. Use when a user needs an alternatives map, approval matrix, step plan, dependency schedule, document list, closing set, or post-closing record. Use for documenting an agreed or proposed restructuring, not insolvency advice or a standalone tax opinion.
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# Restructuring Documenter

## Purpose

Turn a restructuring objective into a sequenced, auditable implementation plan in which ownership, assets, liabilities, approvals, consents, filings, consideration, conditions, and post-closing records move together.

## Required inputs

Obtain:

- the commercial objective, proposed end state, deadline, and acceptable alternatives;
- every entity, jurisdiction, ownership interest, constitutional document, and current group chart;
- cap tables, debt, security, guarantees, material contracts, licences, assets, liabilities, employees, IP, real estate, litigation, tax attributes, and financial statements;
- lender, investor, minority, employee, regulator, counterparty, court or tribunal constraints;
- proposed consideration, funding, valuations, accounting and tax assumptions; and
- prior steps, signed documents, filings, approvals, and whether any action has already taken effect.

Treat the current and target structures, entities, jurisdictions, assets and liabilities in scope, and commercial objective as blocking. Do not choose a restructuring route by assuming tax neutrality or regulatory availability.

## Method

1. Draw `before` and `after` structure maps. Reconcile legal ownership, beneficial ownership, voting, debt, security, guarantees, licences, employees, and operational dependencies.
2. Develop viable route options and state assumptions. Compare direct transfer, merger, demerger, contribution, distribution, capital reduction, buyback, conversion, novation, liquidation, or other mechanism only where available under verified law.
3. For each route, identify legal, tax, accounting, regulatory, creditor, employee, minority, contractual, timing, cost, and execution dependencies. Route specialist conclusions to qualified sources.
4. Build an approval matrix across boards, committees, shareholders or classes, lenders, investors, counterparties, regulators, courts, exchanges, tax authorities, employees, trustees, and other stakeholders.
5. Sequence conditions and steps. Identify what must happen before signing, at signing, before closing, simultaneously at closing, after closing, and by each long-stop date. Prevent circular or unsecured dependencies.
6. Create the document list: structure paper, valuations, solvency or fairness materials, resolutions, notices, consents, transaction agreements, transfer instruments, novations, releases, employment documents, IP and property instruments, filings, certificates, funds flow, and closing confirmations.
7. Track each asset and liability. Specify transfer mechanism, consent, registration, tax or duty, effective date, consideration, custody, and evidence. Do not assume business transfer language moves assets requiring separate formality.
8. Address creditor and stakeholder protection: security release or regrant, guarantees, covenants, minority rights, employee consultation or transfer, pensions, licences, permits, data, litigation, and customer or supplier continuity.
9. Build the closing process with responsible owner, original or electronic document, signature method, escrow or release rule, filing order, evidence, and fallback if a condition fails.
10. Create post-closing remediation and records: registers, certificates, beneficial ownership, accounting entries, tax elections or returns, notifications, licence updates, data migrations, document retention, dormant entity actions, and final structure verification.

## Output

Produce:

1. **Options and assumptions paper**.
2. **Approval and consent matrix**.
3. **Step plan** — sequence, owner, dependency, document, deadline, and completion evidence.
4. **Document and filing list**.
5. **Closing checklist and funds-flow dependencies**.
6. **Post-closing and residual-risk schedule**.

## Guardrails

- Do not state that a route is tax neutral, stamp efficient, solvent, creditor proof, or regulator approved without specialist verification.
- Do not assume assets, licences, employees, contracts, security, liabilities, or litigation transfer automatically.
- Do not backdate steps or use documents to imply a sequence that did not occur.
- Do not ignore minority, creditor, employee, insolvency, foreign investment, competition, securities, or beneficial-ownership consequences.
- Do not treat a group-company relationship as authority to transfer value without approvals, consideration, duties, and related-party analysis.