Draft Change Of Control Application

---
name: draft-form-a-change-of-control-insurance
task_id: insurance/draft-change-of-control-application
description: Agents drafting a change-of-control application for an insurance regulator should build a complete ownership-and-control narrative, identify financing and governance items that may need disclosure or approval, and check for filing obligations in each potentially affected jurisdiction.
activates_for: [planner, solver, checker]
---

# Skill: Draft Form A Change of Control Application for Insurance Department Filing

## 2. Failure modes the skill is correcting

- The application may describe the transaction at a high level but fail to trace control through every intermediary entity, management layer, investor block, and voting arrangement to the ultimate control persons.
- Financing terms may be summarized without identifying security interests, pledges, put rights, acceleration triggers, rollover interests, or other features that can affect disclosure, approval, or control analysis.
- The filing may be written for the primary domicile only, leaving out other jurisdictions where notice, filing, consent, or separate approval may be required.
- The draft may repeat source-document figures or governance descriptions without reconciling inconsistencies across the term sheet, transaction documents, financial statements, and ownership materials.
- The issues memo may describe gaps narratively but omit severity, source support, practical consequence, and a clear next step.

## 3. Legal frameworks / domain conventions that apply

- Form A applications are control filings: the draft should identify the regulator, the acquiring persons, the ownership chain, the financing plan, proposed governance changes, business plan impacts, and pro forma effects.
- Control analysis follows the substantive ownership and influence chain, not just nominal equity labels; verify who can direct management, board selection, or voting outcomes under the transaction structure and related agreements.
- Change-of-control provisions in debt instruments and related financing documents may require disclosure and may affect closing mechanics, refinancing plans, or post-closing capital structure.
- Security interests in holding-company or insurer-related stock should be assessed for disclosure and for any regulatory notice, consent, or approval implications under the applicable insurance-holding-company regime.
- Capital, surplus, and solvency statements must be checked against the underlying financial materials and presented consistently across the draft.
- The filing analysis should account for any additional state, territorial, or foreign insurance approvals or notices that may arise from domicile, commercial footprint, or regulated contacts.
- Planned expansions, line changes, new products, or geographic growth described in the business plan should be carried through into the application narrative where material.
- Continuing investor rights, management equity, or rollover interests should be reviewed as potential control indicators that may require disclosure or affect the regulator’s view of governance.

## 4. Analytical scaffolds

1. **Transaction terms:** compare the stated economic and governance terms across all source materials; flag and reconcile inconsistencies before drafting clean prose.
2. **Control chain:** map the full ownership and voting chain from ultimate control persons through each intermediate entity to the regulated insurer; identify missing links, side agreements, or non-obvious control rights.
3. **Debt and financing:** identify any debt instruments, commitments, or contingent payment features that change the funding story or closing conditions; note whether the application addresses them.
4. **Stock pledges and security:** identify any pledges, liens, or collateral packages involving insurer-related equity; assess whether the filing discusses the regulatory consequences.
5. **Capital adequacy:** verify any capital, surplus, leverage, or solvency statements against the source financial data; use the best-supported figure in the draft and flag mismatches inline.
6. **Jurisdictional scope:** enumerate every potentially affected jurisdiction and determine whether filing, notice, or approval is implicated in each one.
7. **Business plan:** identify expansions, acquisitions, product additions, or footprint changes and carry them into the application where they affect future operations or regulatory expectations.
8. **Rollover and continuing interests:** identify management equity, investor rollovers, retainers, or similar continuing interests and analyze whether they evidence control or need separate disclosure.
9. **Issue closure:** for each gap or inconsistency, record the source reference, the relevant authority or filing convention supporting the concern, the practical consequence if unresolved, and the proposed remediation.
10. **Draft-plus-memo workflow:** produce the application draft first, with inline gap markers where facts are missing or conflicting, then prepare the issues memo as a prioritized advisory companion.

## 5. Vertical / structural / temporal relationships

- Work from the top of the ownership stack downward, then back up to test whether the stated control story is internally consistent.
- Compare pre-closing and post-closing control, governance, and financing positions; changes that are only visible across time often drive the filing analysis.
- Treat related documents as interdependent: a term sheet, equity purchase agreement, financing package, board materials, financial statements, and organizational chart may each answer a different part of the same control question.
- Where more than one entity, jurisdiction, instrument, or investor is in scope, enumerate the full set first and analyze each one separately rather than collapsing them into a single representative example.
- If only one jurisdiction or one control path is actually implicated, say so affirmatively and explain why the other possibilities are not in scope.

## 6. Output structure conventions

- Draft the Form A application as the primary deliverable and write it first; do not substitute the issues memo for the application.
- Use industry-conventional application sections rather than the rubric’s internal checklist; complete the sections with operative draft text, not placeholders describing what should go there.
- Insert inline markers for missing facts, ambiguities, or conflicts, and keep those markers specific enough that a reviewer can triage them quickly.
- Preserve any source-document quotes only when necessary and only as short quoted excerpts; otherwise paraphrase and reconcile the record.
- In any issues memo, define an ordinal severity scale once at the top and apply it uniformly to every issue entry.
- For each issue entry, include: the severity label, a concise issue statement, source support, the relevant regulatory or transactional convention, the downstream consequence, and a concrete remediation path.
- End the memo with a Recommended Actions block that assigns the action to a role and ties it to a filing, signing, or closing milestone.
- Ensure both deliverables exist and are non-empty before finishing, with the application containing operative draft content and the memo containing prioritized advisory content.