Analyze Counterparty Markup Of Plan Of Reorganization

---
name: analyze-counterparty-markup-of-plan-of-reorganization
task_id: bankruptcy-restructuring/analyze-counterparty-markup-of-plan-of-reorganization
description: Ensures a plan-deviation report addresses every redlined change with enforceability analysis, feasibility impact, cross-issue linkage, and an explicit Accept/Reject/Negotiate recommendation rather than limiting analysis to issues flagged in the transmittal email.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Counterparty Markup of Plan of Reorganization — Deviation Report

## 1. Subject-matter triage (only if applicable)

- Treat the committee markup as the operative comparison document and the debtor’s original plan as the baseline.
- Read the transmittal email and disclosure statement excerpts as aids, not as an issue limit; any substantive deviation in the markup must be captured even if never mentioned in the email.
- If the source set includes multiple plan versions, amendments, exhibits, or schedules, identify the operative version sequence before analysis and keep the comparison anchored to that sequence.
- If only one redlined markup is in scope, state that clearly and proceed provisionally issue-by-issue.

## 2. Failure modes the skill is correcting

- Analysis stops at the transmittal email and misses redlined changes that alter economics, governance, or injunction scope.
- The report describes edits but does not say whether each change should be accepted, rejected, or negotiated.
- The report treats provisions in isolation and misses cumulative effects on emergence liquidity, settlement leverage, or implementation timing.
- The report states that a clause is risky without tying that risk to the governing bankruptcy rule, venue-specific authority, or plan-document interaction that makes it risky.
- The report gives qualitative reactions without quantifying scale from the source materials where figures, dates, or projected balances are available.
- The report omits a severity judgment, making it hard to prioritize negotiation points.
- The report fails to surface changes that may trigger termination rights, milestone failure, or support loss under related transaction documents.

## 3. Legal frameworks / domain conventions that apply

- Plan confirmation and modification analysis should track the Bankruptcy Code provisions governing classification, treatment of claims and interests, feasibility, good faith, impairment, discharge, releases, injunctions, and implementation mechanics.
- Third-party release and injunction language must be tested against the controlling bankruptcy-law framework for the filing venue, together with any governing appellate authority referenced by the matter.
- Insider compensation, retention, and incentive provisions should be reviewed against the Bankruptcy Code provisions and any approval standard implicated by the plan language or disclosure materials.
- Executory contract provisions should be assessed under the Bankruptcy Code rules governing assumption, rejection, cure, and related treatment.
- Disclosure statement consistency matters: plan text, disclosure text, and valuation materials should not conflict on distributions, recoveries, or feasibility assumptions.
- Plan support or related milestone agreements, if referenced in the source set, must be checked for amendment, termination, or consent-trigger risk.
- Use the authority actually implicated by the provision; do not generalize a conclusion about enforceability, feasibility, or disclosure adequacy without naming the rule, statute, regulation, or leading case supporting it.

## 4. Analytical scaffolds

- Walk the redline in document order and create one issue entry for each substantive change; do not collapse distinct provisions into a single general observation.
- For each entry, identify:
  - what was deleted, added, or replaced;
  - the governing legal rule or doctrine;
  - the practical effect on economics, control, process, or litigation posture;
  - whether the change is within a likely Accept / Reject / Negotiate range;
  - the severity level on the chosen ordinal scale;
  - the specific source-document figure, date, threshold, or term that anchors the concern, if one is available.
- Where the source documents provide valuation, projected cash, distributions, or timing data, use that data to test whether the change moves the plan toward or away from feasibility, and whether the impact is isolated or cumulative.
- After each issue, cross-reference any clause, exhibit, disclosure excerpt, or transaction document that interacts with the change and explain the downstream consequence for the client.
- If a change could affect support, milestones, or consent mechanics, state the likely knock-on effect on deal execution or voting leverage.
- If a provision implicates a legal standard with venue-specific or circuit-specific authority, cite the controlling authority by name and section or by recognized case name.
- Keep the analysis tied to the actual markup text; do not substitute a generic plan-confirmation checklist for the redline itself.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Trace how economic edits to distributions, reserves, fees, or carveouts interact with projected emergence liquidity and with each other.
- Trace how governance edits, injunction scope, release language, and implementation steps interact with voting, confirmation risk, and post-effective-date control.
- Trace how timing edits, deadlines, notice periods, or milestone changes interact with disclosure timing, confirmation timing, and any support or termination mechanics.
- Treat apparently modest edits as potentially determinative when they sit at a choke point in the transaction timeline or when combined with other edits in the same section.

## 6. Output structure conventions

- Use a deviation-report format organized by sequentially numbered issues.
- Begin with a short severity legend defining the ordinal scale used throughout.
- For each issue, include:
  - Issue number and severity;
  - the precise change in plain language;
  - the governing legal framework;
  - the financial, operational, or litigation impact, quantified where the source materials permit;
  - the cross-reference(s) to interacting plan, disclosure, valuation, or email content;
  - an explicit recommendation: Accept, Reject, or Negotiate, with concise rationale.
- Use robust textual change markers if reproducing or paraphrasing markup text, so the deviation remains clear even if formatting is stripped.
- End with a concise cumulative assessment that addresses feasibility, implementation risk, and the highest-priority negotiation points.
- Finish with a Recommended Actions block that assigns each next step to a responsible role and ties it to a concrete timing anchor from the transaction timeline or, if none exists, to the next confirmation or disclosure milestone.