Draft Closing Checklist

---
name: draft-closing-checklist
task_id: corporate-ma/draft-closing-checklist
description: Guides drafting of a comprehensive closing checklist from executed acquisition documents, requiring deal-specific conditions and deliverables drawn from the principal agreement with section references, cross-document discrepancy flags, and tracking of insurance, rollover, employment, and tax-certification items.
activates_for: [planner, solver, checker]
---

# Skill: Draft Closing Checklist

## 1. Subject-matter triage
- Confirm the primary deliverable is the closing checklist itself; produce the checklist first and treat any cover note or summary as secondary.
- Pull items from the executed purchase agreement and all ancillary closing documents, then reconcile them into one transaction-control document.
- Treat the task as a document-extraction and comparison exercise: enumerate every closing condition, deliverable, consent, covenant, and deadline that is operative for signing-to-closing management.
- If the file set includes multiple counterparties, multiple closing dates, or staged closings, separate the items by party and by closing event rather than collapsing them into one pass.

## 2. Failure modes the skill is correcting
- Drafting a generic checklist template instead of a deal-specific closing tracker derived from the actual operative documents.
- Omitting controlling references, which makes it impossible to trace each item to the source provision.
- Failing to surface items that are commonly embedded across multiple documents, including insurance-related conditions, rollover deliverables, employment agreements, tax certificates, releases, and good-standing or officer certificates.
- Missing timing dependencies, such as items that must occur before closing, at closing, or immediately after closing.
- Not flagging inconsistencies across documents, such as a checklist item that does not match the governing provision, a deadline that conflicts with another deliverable, or a condition appearing in one document but not the others.

## 3. Legal frameworks / domain conventions that apply
- A closing checklist is a transaction-control tool, not a narrative memo: every line should identify the item, the responsible party, the source authority, the timing requirement, and current status.
- Structure closing conditions by category: mutual conditions, buyer conditions, seller conditions, buyer deliverables, seller deliverables, third-party consents and regulatory approvals, pre-closing covenants, and post-closing obligations.
- Use the principal agreement as the anchor document, but verify whether ancillary documents impose additional obligations or modify timing, form, or deliverable sequence.
- For conditions tied to transaction insurance, treat the insurance covenant or condition as a separate checklist line item and distinguish policy effectiveness from any required insurer acknowledgment or related statement.
- For rollover arrangements, governance documents, and equity instruments, identify whether execution is a condition to closing or a closing deliverable, and place the item in the correct category.
- For executive employment agreements, list each required agreement separately when the source documents require individualized execution or delivery.
- For tax-status certifications or similar tax deliverables, track both delivery and any connected withholding, reporting, or certification verification obligation.
- For each item, cite the controlling document and section or schedule exactly as it appears in the source set; do not infer authority without a citation.
- When the documents use defined terms for closing conditions, approvals, or deliverables, preserve those terms in the checklist to avoid ambiguity.

## 4. Analytical scaffolds
- First enumerate the universe of checklist items from the source set:
  1. Mutual conditions
  2. Buyer conditions to closing
  3. Seller conditions to closing
  4. Buyer closing deliverables
  5. Seller closing deliverables
  6. Third-party consents and regulatory approvals
  7. Pre-closing covenants to be satisfied before closing
  8. Post-closing obligations that should be monitored for completion
- For each item, capture:
  - Item description
  - Responsible party
  - Deadline or timing trigger
  - Controlling-document reference
  - Status
  - Cross-document note, if any
- When multiple documents address the same topic, compare them before finalizing the line item and note any discrepancy or duplication.
- Where the source set is silent on a needed implementation detail, mark the checklist entry as open or verify rather than filling the gap with assumed language.
- Preserve deal-specific sequencing: a condition precedent should not be listed as an at-closing deliverable unless the source documents support that placement.
- If an item depends on another item, indicate the dependency in the timing note so the checklist functions as a closing run sheet.
- Include a discrepancy flag whenever:
  - a deadline differs across documents,
  - a deliverable is described differently in two places,
  - one document imposes an item that another document omits,
  - the checklist draft would otherwise imply a requirement not supported by the source set.
- Treat each required consent, approval, certificate, agreement, or waiver as a separate row when it has its own source authority or deadline.
- If a condition appears to require factual verification rather than a document delivery, reflect that as a verification item rather than converting it into a deliverable.

## 5. Vertical / structural / temporal relationships
- Separate pre-signing, signing-to-closing, closing, and post-closing obligations so that timing risk is visible.
- Distinguish mutual conditions from one-sided conditions; do not merge them into a single generic “all conditions” bucket.
- For each closing deliverable, note whether it is exchanged before funds flow, simultaneously with closing, or immediately after closing.
- Where a delivery is conditioned on another party’s action, reflect the dependency and identify which side is holding the next step.
- If the checklist spans multiple dates or milestones, organize it chronologically within each category.

## 6. Output structure conventions
- Output a professional closing checklist suitable for insertion into a Word document.
- Use a clean tabular format or equivalent structured list with, at minimum, these fields:
  - Category
  - Item
  - Responsible party
  - Deadline / timing
  - Controlling reference
  - Status
  - Cross-document discrepancy / note
- Keep the checklist deal-specific; do not use filler rows or generic placeholders unless the source set truly leaves an item undefined.
- Flag timing risks in plain language where a deadline is compressed, contingent, or inconsistent across documents.
- Use conventional closing-checklist headings rather than reproducing any internal rubric labels.
- Ensure the final file is the operative checklist, not a summary of how to prepare one.