Draft Exit Closing Checklist

---
name: draft-exit-closing-checklist
task_id: corporate-ma/draft-exit-closing-checklist
description: Guides preparation of a seller-perspective exit closing checklist that identifies pre-closing actions, closing deliverables, and regulatory items commonly relevant to a portfolio company stock purchase transaction, including debt payoffs, third-party consent requirements, tax election mechanics, and advance regulatory filing requirements.
activates_for: [planner, solver, checker]
---

# Skill: Draft Exit Closing Checklist

## 1. Subject-matter triage

- Treat the assignment as a seller-side closing-readiness checklist for a stock sale, not a generic diligence summary.
- Separate actions that must occur before closing from items that are delivered at closing and items that follow closing by notice or filing.
- Identify every distinct counterparty, authority, officer, and business unit whose action is needed; do not collapse multiple consents, filings, or payoff items into one generic entry.
- If the source set contains more than one target entity, seller, lender, landlord, regulator, or taxing authority, enumerate them first and then assign checklist rows item by item.
- If a required approval, consent, or filing is mentioned only implicitly, flag it as an item to confirm rather than assuming it is unnecessary.

## 2. Failure modes the skill is correcting

- Treating a pre-closing approval or waiver as though it can be delivered at closing, when sequencing requires it to precede effectiveness of the transaction.
- Missing a consent, notice, permit transfer, or filing because it is not captured cleanly in the transaction schedules.
- Grouping unrelated obligations together and thereby obscuring which party must act, when the action is due, and whether the item is a blocker or a post-closing follow-up.
- Failing to distinguish payoff mechanics from payoff confirmations, or closing deliveries from operational steps that must be completed before release of liens or termination of obligations.
- Overlooking transaction-specific tax mechanics, withholding documents, or election-signing requirements that drive closing timing.
- Writing a checklist that describes categories in the abstract instead of producing actionable, party-specific, date-sensitive items.

## 3. Legal frameworks / domain conventions that apply

- Stock purchase closings are governed by the transaction agreement, ancillary agreements, and any conditions precedent stated in the disclosure schedules; checklist items should mirror those governing documents and the sequence they require.
- Corporate authority matters: board approvals, stockholder approvals, officer certifications, and resignations should be placed according to the governing corporate law and the transaction documents’ closing conditions.
- Third-party consents follow the governing contract or instrument, including any change-of-control, assignment, notice, or waiver provisions; the checklist should identify the triggering clause and whether timing is pre-closing or at closing.
- Debt and lien release mechanics typically require payoff letters, releases, UCC termination steps, and evidence of wire instructions; if the transaction contemplates payoff at closing, the checklist should require the payoff deliverables that make release administrable.
- Regulatory items should be keyed to the applicable statute, regulation, permit condition, or agency practice, including any advance notice, pre-approval, transfer application, or post-closing notification requirement.
- Tax items should track the relevant election or withholding regime, including who must sign, what must be filed, and when the filing deadline runs from the closing date or another transaction milestone.

## 4. Analytical scaffolds

- Build the checklist in transaction order: pre-closing conditions, closing deliverables, post-closing notices and filings, and any follow-up confirmations.
- For each item, record:
  - responsible party
  - timing
  - action required
  - related document or schedule reference
  - status or follow-up flag
- For each consent or approval, ask:
  - Is it required by law, contract, permit, or internal governance?
  - Is it a condition to closing or merely an administrative follow-up?
  - Does it require advance notice, a waiting period, a signed form, or agency acceptance?
- For each debt or lease item, ask:
  - Is there an outstanding balance, fee, prepayment premium, or termination charge?
  - Is a payoff letter, release, or termination confirmation needed?
  - Does the payoff trigger collateral releases or filing terminations?
- For each tax item, ask:
  - Who must sign the form or election?
  - What is the filing deadline?
  - Does the deadline run from signing, closing, or another defined date?
- For each corporate deliverable, ask:
  - Is it executed by the seller, the target, or an officer?
  - Is it needed before funds flow or as a closing condition?
  - Does it interact with resignations, authorities, or ancillary agreements?
- If an item is uncertain, state the uncertainty and add a confirm-with-counsel or confirm-with-deal-team note rather than omitting it.

## 5. Vertical / structural / temporal relationships

- Sequence matters: pre-closing approvals and advance filings must appear ahead of closing deliverables, and closing deliverables must appear ahead of any post-closing notices.
- Where one item depends on another, show the dependency explicitly so the checklist reveals the blocking path.
- Where multiple documents must be coordinated on the same date, group them by timing but preserve distinct responsibility lines.
- If a filing deadline is triggered by the anticipated closing date, express the deadline relative to that date rather than as a generic calendar note.
- Use a practical, deal-room structure:
  - pre-closing conditions
  - closing deliveries
  - post-closing filings and confirmations
  - open items / confirmations needed
- Mark any item that appears omitted from the transaction schedules, appears inconsistent with the schedules, or needs schedule supplementation.

## 6. Output structure conventions

- Produce a checklist, not a narrative memo.
- Use industry-conventional headings rather than a rubric-like section list.
- Each row or bullet should be actionable and specific enough for a deal team to assign and track.
- Include timing labels such as pre-closing, closing, or post-closing next to each item.
- For each item, include a concise note on responsibility and dependency.
- Keep the document seller-oriented: focus on what the seller and its affiliates must deliver, coordinate, approve, or confirm.
- End with a short open-items or follow-up section for confirmations that cannot yet be completed from the source materials.
- Ensure the final deliverable file is the checklist itself and contains operative checklist language, not a summary of what the checklist would contain.