Draft Markup Of Acquisition Agreement

---
name: draft-buyer-side-markup-insurance-company-spa
task_id: insurance/draft-markup-of-acquisition-agreement
description: Agents producing a buyer-side SPA markup for an insurance company acquisition should flag primary deviations and insurance-company-specific structural issues, including dividend covenant restrictions, managing general agent concentration risk, representation and warranty insurance cooperation clauses, and regulatory examination exposure.
activates_for: [planner, solver, checker]
---

# Skill: Draft Buyer-Side Markup of Stock Purchase Agreement for P&C Insurance Company Acquisition

## 1. Subject-matter triage

- Treat the seller draft as a clause-by-clause markup exercise, not a generic diligence summary.
- Read the SPA against the diligence set, then prioritize provisions that affect regulatory control, capital, distribution relationships, claims recoverability, employee liabilities, and pricing true-ups.
- If more than one target issue, contract, treaty, or regulatory exposure is in play, enumerate the full set before analysis and then address each separately; do not collapse distinct risks into one combined comment.
- If only one item is truly in scope, say so expressly and explain why.

## 2. Failure modes the skill is correcting

- The markup notes the business issue but omits the precise SPA language that should change.
- The comment identifies an insurance-company-specific risk but fails to tie it to a buyer-side contractual fix.
- The issue is described without a severity rating, making negotiation priorities unclear.
- The comment does not anchor the risk to the source materials, the affected SPA article, and the downstream consequence.
- The markup relies only on visual redline styling and becomes ambiguous when exported or reviewed in plain text.
- The analysis treats standard SPA terms as boilerplate and misses where insurance regulation or underwriting operations require a different allocation.
- The draft flags a regulatory or commercial exposure but omits the controlling legal or regulatory authority supporting the point.
- The deliverable reads as an issue list without giving action-oriented revision language.

## 3. Legal frameworks / domain conventions that apply

- Insurance regulatory dividend restrictions: identify the applicable statutory or regulatory threshold for upstream dividends and test whether the SPA’s covenant package preserves compliance; use the governing insurance code, holding-company act, or related regulator guidance as applicable to the target jurisdiction.
- Managing general agent concentration risk: if a material portion of premium or underwriting is routed through one or more MGAs, assess assignability, consent requirements, termination risk, and concentration exposure under the relevant contract and agency-law framework.
- Defined benefit pension underfunding: assess whether any unfunded liability should reduce purchase price, trigger a closing condition, or be covered by indemnification; tie the treatment to the SPA’s adjustment and indemnity mechanics.
- Representation and warranty insurance cooperation: if buyer-side RWI is contemplated, assess whether the SPA must require seller cooperation in claims handling, document access, and witness availability; frame the point against the policy’s claims cooperation terms and the SPA’s covenant structure.
- Market conduct examination exposure: identify pending or threatened regulatory examinations, compare expected cost to any basket, and assess whether examination costs should be carved out or otherwise specially indemnified; cite the applicable examination authority or insurance regulator power if identified.
- Change-of-control severance: identify transaction-triggered severance or retention obligations and allocate them to the proper party or closing condition under the employee-benefits and indemnity provisions.
- Statutory surplus true-up: compare closing statutory surplus to the pricing reference point and assess whether the SPA needs a true-up, leakage adjustment, or closing condition.
- Reinsurance change-of-control triggers: identify treaties or facultative placements with consent or termination rights triggered by the transaction and require remediation in the closing deliverables.
- Standard SPA allocation concepts: survival, cap, basket, materiality scrape, specific indemnities, bring-downs, interim covenants, and closing conditions should be checked for insurance-specific exceptions where general-market language is underprotective.

## 4. Analytical scaffolds

1. Read the SPA article by article and identify each buyer-protective gap, ambiguity, or seller-favorable allocation.
2. For each issue, state the clause, summarize the problem, and propose buyer-side replacement language or a clear drafting direction.
3. For each issue, include:
   - Severity: Critical / High / Medium / Low, using one uniform scale.
   - Source support: the diligence document, financial schedule, regulatory material, or contract excerpt that shows the risk.
   - Controlling authority: the statute, regulation, case, rule, or contract principle that supports the requested revision.
   - Consequence: the operational, regulatory, litigation, or economic effect if left unchanged.
4. When multiple counterparties, dates, contracts, policies, or exposures exist, break them out separately and do not assume the same drafting fix works for all.
5. Quantify the issue where the source documents allow it, but do not invent transaction-specific arithmetic or preload deal numbers; use the figures in the materials only.
6. Draft proposed revisions as actual markup instructions: identify what to delete, what to add, or what to replace, and pair that with a short rationale.
7. For any change that matters to claims recovery or later dispute, make the language export-safe by stating the revision in text, not only by relying on formatting.

## 5. Vertical / structural / temporal relationships

- Track how one clause affects another: indemnification provisions should be read with baskets, caps, survival, fraud carve-outs, escrow, and exclusive-remedy language.
- Read interim covenants together with closing conditions and bring-down mechanics so that regulatory approvals, consent deliverables, and operational covenants are not inconsistent.
- Compare reference-date financial metrics with closing-date true-ups, post-signing leakage, and any statutory reporting date that drives surplus or capital calculations.
- Check whether a covenant, representation, or schedule is intended to survive closing or terminate at signing, and mark the duration explicitly.
- If the diligence materials show post-signing developments, evaluate whether the SPA should allocate that change through a bring-down qualifier, closing condition, specific indemnity, or disclosure schedule update.
- Where the issue is time-sensitive, state whether the fix belongs at signing, pre-closing, at closing, or in a post-closing covenant.

## 6. Output structure conventions

- Produce a buyer-side markup memo organized by SPA article or section sequence, using conventional contract headings rather than a rubric-derived checklist.
- Open with a short severity legend and a concise negotiation summary identifying the highest-risk revisions.
- For each comment, include:
  - Clause / article reference
  - Severity
  - Issue description
  - Diligence support
  - Controlling authority
  - Proposed buyer-side revision
  - Rationale and downstream consequence
- Mark every substantive revision with plain-text markup that survives export, using explicit conventions such as [DELETED: ...], [INSERTED: ...], and [REPLACED: old → new], plus a short rationale note.
- Keep the comments article-specific; do not merge unrelated issues into a single omnibus note.
- Where the SPA is silent on a material insurance-specific issue, say that the provision should be added and identify the article where it should be inserted.
- End with a concise Recommended Actions block that assigns next steps to the relevant deal role and ties each step to signing, closing, or immediate post-signing timing.
- Use buyer-protective drafting; when multiple revisions are possible, prefer the narrowest language that fully protects the buyer and preserves enforceability.