Draft Board Deck

---
name: draft-board-deck
task_id: corporate-ma/draft-board-deck
description: Guides preparation of a substantive slide-by-slide board presentation deck outline for a proposed acquisition, with each section covering the required decision-making content, plus a companion issues memorandum identifying cross-document discrepancies and open items.
activates_for: [planner, solver, checker]
---

# Skill: Draft Board Deck

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

- Use this skill for a pre-acquisition board presentation and the companion issues memorandum.
- Treat the deck outline as the primary transactional deliverable and the issues memorandum as the secondary advisory deliverable.
- If the source set contains more than one operative version of a term, number, or covenant, separate them before analysis and do not blend them into a single assumed term.
- When reviewing the record, track the controlling deal documents, then compare them against ancillary materials for consistency, open points, and missing approvals.

## 2. Failure modes the skill is correcting

- Treating the deck outline as a table of contents rather than a substantive slide-by-slide board paper with titles, talking points, and exhibits.
- Omitting the deal-specific strategic rationale, valuation logic, synergy case, and earnings impact that directors need to assess the transaction.
- Writing a generic acquisition summary that does not tie the recommendation to the target, the timing, or the acquirer’s stated strategic needs.
- Failing to surface discrepancies across the deal materials, or describing issues without stating why they matter and what should happen next.
- Drafting the issues memorandum as a narrative memo without clear issue-by-issue treatment, severity, and action items.

## 3. Legal frameworks / domain conventions that apply

- Board materials for a material acquisition should support informed exercise of business judgment by the directors and should present enough detail for a meaningful approval decision.
- The deck should follow conventional M&A board-presentation architecture: executive summary, strategic rationale, target overview, transaction structure, valuation, synergy analysis, financial impact, risk factors, and recommendation.
- Strategic rationale should explain why this target, why now, and what specific strategic problem the acquisition solves.
- Valuation should compare methodologies typically used in acquisition analysis, including discounted cash flow, trading comparables, and precedent transactions, and should address the price paid relative to the target’s reference trading level or other benchmark in the record.
- Synergy analysis should distinguish revenue from cost synergies, identify timing and confidence, and note integration dependencies and execution risk.
- Financial impact should address pro forma statements, leverage, liquidity, and earnings impact in the first full year and thereafter.
- The issues memorandum should identify contractual and document-level inconsistencies, unresolved approvals, missing diligence points, and other items that may affect signing, board approval, or closing.

## 4. Analytical scaffolds

- Build the deck slide by slide, with each slide containing:
  - a focused title;
  - three to five concrete talking points;
  - the exhibit, chart, table, or source document that supports the slide.
- For the executive summary, capture the deal overview, management recommendation, principal terms, and the most decision-relevant financial takeaways.
- For the strategic rationale, tie each point to a specific problem, opportunity, or constraint reflected in the source documents.
- For the target overview, include the business description, key operating metrics, customer and concentration profile, management overview if relevant, and competitive position.
- For the transaction structure, identify the economic terms, closing conditions, required approvals, and expected timeline.
- For the valuation section, organize the analysis around the methods used in the materials and show where the proposed price sits within the indicated range.
- For the synergy section, separate revenue and cost synergies, note timing, assumptions, integration spend, and principal execution risks.
- For the financial impact section, show the pro forma effects on earnings, leverage, liquidity, and cash flow using the assumptions stated in the materials.
- For the risk section, pair each material risk with a practical mitigant or open question.
- For the recommendation slide, state the recommendation plainly and identify the next approvals and actions needed.

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

- Compare the deal documents vertically: term sheets against definitive forms, summaries against schedules, and board materials against diligence findings.
- Compare horizontally across the record for the same concept: price, consideration mix, conditions, termination rights, regulatory approvals, integration responsibilities, and closing timing.
- Track temporal sequencing where it matters: signing, board approval, regulatory filings, lender consents, shareholder approvals, and closing.
- If the source set presents multiple periods, scenarios, or counterparties, analyze each separately before drawing the board-level conclusion.
- When a discrepancy affects a later milestone, note the cascade from drafting inconsistency to approval risk to closing or integration consequence.

## 6. Output structure conventions

- Produce two deliverables:
  - a board presentation deck outline;
  - an issues memorandum.
- Do not write a mere contents list; each deck slide must be substantive and board-ready.
- Use conventional slide titles and keep the outline organized in the order a board would expect to review the matter.
- For each slide, include the slide title, core points, and the supporting exhibit or chart.
- The issues memorandum should be issue-by-issue, with a severity label for each item using a single ordinal scale stated at the top.
- For each issue, include:
  - the issue statement;
  - the document or provision implicated;
  - the practical consequence for the transaction;
  - the recommended next step.
- End the issues memorandum with a Recommended Actions block that assigns each action to a role and ties it to a transaction milestone or other timing anchor.
- Where a proposition depends on a legal or regulatory authority, identify the controlling authority by name and citation when available from the materials or standard practice.
- Before finishing, confirm the primary deck outline is complete and non-empty, then confirm the issues memorandum is complete and non-empty, with operative content rather than placeholders or descriptions.