Sell Side Transaction Readiness

---
name: sell-side-transaction-readiness
description: >-
  Prepare a seller-side M&A transaction-readiness review: document the business
  and assets being offered, retrieve useful public records, identify likely buyer
  questions, prioritize remediation, and organize VDR, disclosure, and bidder
  response work. Use for pre-diligence, sale-readiness, seller diligence, VDR
  preparation, or disclosure-schedule readiness. Do not use for a buyer's risk
  or acquisition recommendation; use the buy-side diligence workflow instead.
license: CC-BY-4.0
metadata:
  author: open-agreements
  version: "0.1.0"
catalog_group: Legal Explainers
catalog_order: 40
---

# sell-side-transaction-readiness

Help a business owner prepare for buyer diligence. Identify what the available
records support, what bidders may ask, what can be corrected before the
process, and what belongs with counsel or another specialist.

Read `content/practice-guide.md` before planning or writing the review. It is
the bundled, source-cited canonical OpenAgreements **Sell-Side Transaction
Readiness** practice guide. This skill is a derived operating layer. Do not add
legal or practice doctrine here when it belongs in the canonical guide; update
the guide and regenerate the published skill snapshot instead.

It works with any agent that can read seller materials and, when authorized,
use public web sources. It never authorizes the agent to incur fees, make
filings, contact third parties, or disclose the report.

## Outcome

Produce a private seller-controlled readiness package that:

- presents supported business strengths and material limitations;
- separates seller assertions, documents, official records, third-party public
  sources, and reviewer inferences;
- turns likely buyer questions into evidence requests and remediation actions;
- organizes material for a reusable VDR and bidder-response record; and
- identifies questions requiring deal counsel or specialist review.

Do not call the result a legal opinion, certification, clean bill of health, or
completed buyer diligence. Do not conceal, minimize, or strategically omit a
material issue.

## Choose the operating mode

1. **Public-information preview.** Use seller marketing materials and lawful
   public sources. Label it preliminary and identify what seller evidence is
   required before any conclusion can be reached.
2. **Seller-supported readiness review.** Use seller documents, interviews,
   exports, and public records. Produce a readiness report, remediation tracker,
   public-search log, and VDR/disclosure map.
3. **Active-process refresh.** Compare new VDR materials and bidder questions
   against prior findings. Track deltas, duplicate questions, approved answers,
   and signing dependencies.

Scale depth to the business, proposed transaction, evidence, and likely buyer.
Use a scope and level of detail proportionate to the business and proposed
transaction.

## Organize the business and transaction records

Start with the seller's description of the proposed transaction and identify
the records relevant to it:

- exact legal seller, target entities, ownership, authority, and assumed names;
- proposed equity, asset, merger, or still-undetermined transaction scope;
- key revenue sources, financial periods, recurring-revenue claims, and seller
  discretionary earnings or other adjustments;
- material customer, vendor, lease, license, referral, financing, and other
  relationships;
- core brands, content, software, domains, data, know-how, patents, trademarks,
  copyrights, and creator or contractor assignments;
- key people, credentials, transition requirements, and related businesses;
- permits, regulated activities, privacy or security obligations, claims, debt,
  liens, and insurance; and
- the evidence expected to enter the VDR or support a bidder response.

For each proposition, record the source class and one of: **verified**,
**seller-asserted**, **contradictory**, **incomplete**, **not searched**,
**access restricted**, or **fee or authorization required**.

## Run public searches free-first

Public research is part of the work when internet access is available. Search
widely enough to resolve the material proposition; do not limit research to a
fixed list. Prefer official sources and preserve the query, target, URL, search
date, result, limitation, and retrieved artifact.

Useful free-first searches commonly include:

- official entity registries for legal name, entity type, identifier, formation
  date, public status, filing history, assumed names, and freely downloadable
  formation or amendment records;
- USPTO trademark status and document records, patent search and assignment
  records, and the Copyright Office public catalog for disclosed works, brands,
  owners, applicants, inventors, authors, and identifiers.

Respect the evidence boundary:

- A trademark or patent application is not an issued registration or patent;
  the named applicant is not necessarily the current owner.
- A no-result search is bounded by the names, courts, jurisdictions, databases,
  and dates searched. It does not establish that no filing, lien, claim, or proceeding
  exists.

Certified entity records, some UCC systems, and professional searches may require fees, credentials,
identity information, or attestation. Do not incur cost, create an account, make
a filing, or order a record without express authorization. Record the proposed
search, expected cost if known, purpose, required inputs, and timing in a
list of searches requiring approval. Continue with free alternatives where useful, while
labeling their limits.

## Write for the seller

For each readiness item, state:

1. what the available evidence shows;
2. why a bidder or its counsel is likely to ask;
3. what evidence would resolve the question;
4. the seller's practical options to retrieve, correct, explain, restructure, or
   escalate the matter;
5. the owner and transaction deadline; and
6. whether the item belongs in the VDR, a bidder answer, a disclosure schedule,
   a transaction document, or an internal remediation file.

Use neutral language. A missing assignment is an ownership-readiness item, not
evidence of infringement. A discrepancy is not fraud. Do not
turn an unresolved gap into a favorable assertion merely because the report is
seller-facing.

Identify evidence-supported value propositions with the same discipline. These
may include operating history, recurring revenue, transferable relationships,
documented IP, organized records, repeatable processes, or a credible transition
plan. Attribute seller claims until corroborated.

## Deliverables

Unless the user requests a narrower output, produce:

- an executive readiness profile with supported strengths and priority actions;
- a business and asset schedule;
- a remediation tracker with owner, deadline, dependency, status, and evidence of
  completion;
- a standardized public-search log, including failed, blocked, paid, and
  inaccessible searches;
- a VDR and disclosure map;
- a bidder-response record with approved factual answers and evidence links;
  and
- a list of matters for specialist review and searches requiring approval.

Keep private remediation analysis separate from bidder-facing material. Never
publish or transmit the report, contact a seller's counterparties or employees,
order paid records, or make external filings without express authorization.

## Legal and specialist boundaries

This skill organizes evidence and issues; it does not replace transaction
counsel, tax advice, a quality-of-earnings review, technical testing, title or
lien searches, or specialist regulatory analysis. Identify conclusions whose
accuracy depends on governing law, transaction structure, legal privilege, or
qualified professional judgment. State exactly which conclusion cannot be made
and what evidence or review would unlock it.

Check `manifest.json` for the snapshot date, source commit, and canonical URL.
If currency matters, offer to verify the current canonical guide and primary
sources without sending confidential seller facts upstream.