Draft Disclosure Schedules

---
name: draft-disclosure-schedules
task_id: corporate-ma/draft-disclosure-schedules
description: Guides drafting of disclosure schedules to an asset purchase agreement using cover-page conventions, an over-disclosure approach, time-sensitive deadline flagging, employment-law risk disclosure, and accurate tax filing-status disclosures.
activates_for: [planner, solver, checker]
---

# Skill: Draft Disclosure Schedules

## 1. Subject-matter triage
- Treat the disclosure schedules as a drafting deliverable, not a summary.
- Draft the schedules package first and ensure the file is complete before any cover note or status commentary.
- Work schedule-by-schedule, because the relevant disclosures often sit in different parts of the data room and must be mapped to the correct APA sections.
- If the source documents reveal multiple entities, periods, contracts, or claims, enumerate them explicitly before drafting the corresponding schedule entries.
- Use the APA’s defined terms and section cross-references as the organizing frame for each schedule entry.

## 2. Failure modes the skill is correcting
- Treating disclosure schedules as a clerical list instead of an active over-disclosure exercise; the task is to surface arguable liabilities, deadline-sensitive items, and borderline exceptions rather than exclude them.
- Omitting the opening schedule conventions that protect against unintended admissions or narrow reading of a disclosure.
- Failing to tie each disclosure to the correct APA section, which can leave an item under-disclosed even when mentioned somewhere in the package.
- Collapsing distinct parties, claims, deadlines, contracts, or filing statuses into one generalized note.
- Misstating tax return status by implying a return is filed when it is only in preparation.
- Missing time-sensitive matters that need to be flagged for pre-closing action, expiration tracking, or immediate diligence follow-up.
- Under-disclosing employment exposure, contractor classification risk, or non-compete limitations simply because no formal claim has yet been asserted.
- Letting a disclosure stop at description without identifying the relevant source document, the related schedule, and the practical consequence for closing or post-closing risk.

## 3. Legal frameworks / domain conventions that apply
- Start the package with the standard no-admission-of-materiality disclaimer: disclosure of an item does not concede materiality, breach, or closing-condition impact.
- Include a cross-reference and incorporation convention: an item disclosed on one schedule should be treated as disclosed on any other schedule to which it is responsive.
- State that defined terms in the schedules have the meanings given in the APA, unless the schedule expressly says otherwise.
- Organize the package by transaction conventions commonly used in asset purchase agreements: entity information, capitalization or ownership, IP, contracts, litigation, employee matters, tax, and recent transactions or special risk items.
- Use over-disclosure as the default where an item plausibly falls within a requested category, even if the legal exposure is only contingent or not yet asserted.
- Disclose deadline-driven items as operative risks, not as background facts, when the deadline may require action before closing or shortly thereafter.
- When a matter involves employment or contractor status, disclose the underlying facts, the category of worker, and the nature of the risk rather than a conclusory label alone.
- When a return, election, or filing is not yet complete, describe its actual status accurately and specify the expected filing or completion timing.

## 4. Analytical scaffolds
- Begin with a schedule map keyed to the APA: identify each disclosure topic and the clause or schedule it answers.
- For each topic, ask: what is known from the data room, what is arguably responsive, what is time-sensitive, and what could be construed against the seller if omitted.
- For entity organization disclosures, capture formation details, jurisdictions of qualification, and any gaps between where the business operates and where it is qualified.
- For equity or ownership disclosures, identify classes, issuances, vesting pools, and any instruments or rights that may affect transfer mechanics or post-closing cleanup.
- For IP disclosures, list registered rights by category and separately flag pending prosecution issues, response deadlines, assignment gaps, or expiration risks.
- For material contracts, include employment agreements, license arrangements, key customer or vendor contracts, and any consent, anti-assignment, or change-of-control restrictions.
- For litigation and investigations, disclose claims, proceedings, administrative charges, forum, claimant identity, current posture, and insurance or coverage issues if relevant.
- For employee matters, disclose non-compete obligations, contractor status risks, compensation plans, and any facts suggesting worker misclassification.
- For tax, state the filing status of each relevant return, open audit matters, elections, and whether any return is still being prepared with an expected filing date.
- For recent transactions or legacy obligations, identify any carryover restrictions, survival terms, or continuing obligations that may affect the acquired business after closing.
- If a matter appears in more than one schedule, repeat it where responsive and ensure the cross-reference convention makes that repetition intentional rather than inconsistent.
- When in doubt, favor a precise factual disclosure over a narrowly legalistic one.

## 5. Vertical / structural / temporal relationships
- Track each item across time: pre-closing action items, closing-condition sensitivities, and post-closing carryovers should be distinguished even if they arise from the same underlying fact.
- Flag expirations, response deadlines, and filing dates in the schedule where the issue belongs, and note whether the deadline falls before expected closing, at closing, or after closing.
- Separate current status from future risk: an existing claim, a pending deadline, and a likely post-closing consequence should not be merged into one sentence.
- If a disclosure depends on another document or event in the data room, note the dependency so the reviewer can confirm the chain of support.
- Where a worker, contract, or IP right has a defined end date or renewal event, disclose the timing relationship to closing so the buyer can assess whether the protection lapses during the transaction window.

## 6. Output structure conventions
- Produce a complete disclosure schedule package in a file named `disclosure-schedules.docx`.
- Start with cover-page conventions: date, parties, no-admission disclaimer, incorporation convention, and defined-term convention.
- Use ordinary transaction schedule headings that fit the APA, and populate each relevant schedule with specific disclosures rather than placeholders.
- Keep each entry concrete: identify the person, entity, contract, filing, claim, deadline, or right at issue; then state the responsive fact and the schedule cross-reference.
- Include all reasonably responsive items surfaced from the data room, even if the item is contingent, incomplete, or not yet escalated.
- For any deadline-sensitive matter, add enough timing detail that counsel can tell whether action is needed before closing.
- Do not omit a disclosure merely because the underlying issue is adverse, inconvenient, or not yet formalized.
- Ensure the final file is non-empty and contains operative schedule text, not a description of what the schedules would say.