Analyze Dd Summary Memo

---
name: analyze-dd-summary-memo
task_id: corporate-ma/analyze-dd-summary-memo
description: Guides synthesis of multi-workstream due diligence reports into an investment-committee-ready memo organized by risk severity rather than by workstream, with cross-workstream findings and deal protection recommendations.
activates_for: [planner, solver, checker]
---

# Skill: Analyze / Synthesize DD Summary Memo

## 1. Subject-matter triage
- This task is a synthesis exercise: combine diligence workstreams, the management presentation, and the draft SPA into one decision-ready memo.
- Treat the target audience as an investment committee that needs a prioritized risk view, not a chronology of workstream summaries.
- If only one issue category is present, say so affirmatively; otherwise, enumerate the distinct issue groups before analysis and keep each group separate in the memo.

## 2. Failure modes the skill is correcting
- Organizing the memo by workstream instead of by decision relevance, which hides the true priority stack.
- Stating findings without tying each one to a concrete transaction consequence, such as valuation, signing conditions, closing conditions, escrow, indemnity, or go/no-go.
- Omitting the interaction between diligence findings and the draft SPA’s risk allocation, especially where known issues are not likely to be covered by insurance or where contractual protections are weak.
- Summarizing concerns without mapping them to a specific severities framework, leaving the committee unable to distinguish blockers from watch items.
- Treating workstreams as siloed when the important point is how findings compound across legal, financial, tax, operational, and regulatory dimensions.
- Describing a problem without recommending a deal protection or corrective action that follows from the issue.

## 3. Legal frameworks / domain conventions that apply
- The governing convention is an IC-style diligence synthesis: present risk by severity, then show the factual basis, source, and transaction implication.
- Representations and warranties insurance typically does not solve known issues or all categories of liability; the memo should identify which findings remain outside coverage and therefore require indemnity, escrow, price adjustment, specific condition, or walkaway protection.
- Purchase-agreement risk allocation matters: diligence findings should be tested against the draft SPA’s reps, indemnities, baskets, caps, survival periods, covenants, closing conditions, and disclosure schedules.
- Earnings-quality findings must be read as valuation inputs: each adjustment should be assessed for defensibility and translated into enterprise-value impact at the transaction multiple where the record supports doing so.
- Tax, environmental, regulatory, litigation, IP, employment, and benefits issues each have their own controlling legal or contractual framework; cite the authority, rule, statute, regulation, policy, or agreement provision that supports the conclusion when the source set identifies it.
- Environmental and known-liability issues should be tested for insurance exclusions, remediation obligations, permit status, and whether the proposed escrow or indemnity cap is realistically adequate.
- Change-of-control, consent, transfer, and control-right issues should be treated as transaction-critical when they affect signing, closing, or post-close continuity.
- HR and benefits risks should be analyzed through the lens of key-person dependence, compliance exposure, and hidden liabilities that can survive closing.
- Legal propositions should not be stated conclusorily; identify the controlling rule, section, regulation, clause, or other authority that grounds the point.

## 4. Analytical scaffolds
- Start with a transaction overview: target, deal structure, consideration framework, strategic rationale, and the committee-level recommendation.
- Define a severity scale once and use it consistently, such as:
  - Deal-breaker: threatens closing, economics, or post-close viability absent fundamental change
  - Critical: material exposure or process risk that requires explicit protection or condition
  - Material: meaningful issue that should be addressed in the SPA or price
  - Monitor: important but manageable with ordinary diligence follow-up
- For every issue entry, include: title, source workstream, severity, concise facts, governing authority or contractual hook, insurance or risk-transfer status, cross-document interaction, transaction consequence, and recommended protection.
- Evaluate each issue against the source set as a whole, not just the originating report; flag when management presentation language conflicts with diligence findings or when the draft SPA leaves a gap.
- When financial adjustments are present, list them separately before the risk narrative, then explain the aggregate effect on value using the deal multiple or other source-supported valuation reference.
- When a finding could be covered by insurance, state whether it is likely covered, excluded, or uncertain, and explain the practical effect on residual seller or buyer exposure.
- When an issue depends on timing, state whether it affects signing, closing, interim operations, or post-close integration.
- Keep the memo decision-oriented: every issue should end in an action that the committee can approve, reject, condition, or reserve.

## 5. Vertical / structural / temporal relationships
- Resolve the hierarchy between documents: diligence reports inform the memo; the management presentation provides business framing; the draft SPA determines contractual allocation; the memo should reconcile all three rather than repeat them.
- Show vertical escalation where a lower-level operational issue becomes a higher-level transaction issue because it affects financials, consent, coverage, or closing certainty.
- Separate pre-signing, signing-to-closing, and post-closing risks when timing changes the right remedy.
- If multiple findings point to the same root cause, group them under one lead issue and note the satellite consequences instead of fragmenting the analysis.
- Where one issue depends on another, state the sequence explicitly so the reader understands which protection must come first.

## 6. Output structure conventions
- Write the memo as an investment-committee-ready summary with an executive summary up front and a severity-tiered body.
- Use conventional headings rather than workstream buckets; the main body should run by severity tier and issue priority.
- Begin each issue entry with a compact label and include the source, severity, and recommendation in the same block.
- Include a dedicated section for earnings-quality adjustments that tabulates the adjustment, rationale, and enterprise-value effect when support exists in the record.
- Include a dedicated section for insurance and other risk-transfer gaps, focusing on exclusions, known issues, and exposures that still require seller-backed protection.
- Include a dedicated section for material SPA gaps or proposed changes if the draft agreement fails to allocate a highlighted risk.
- Close with a Recommended Actions block that assigns each action to a role and ties it to a milestone or deadline drawn from the transaction timeline or source documents.
- Keep the writing terse and operative; avoid duplicative recitation of source material.
- Ensure the final memo reads as a single integrated decision document, not a stitched set of report summaries.