Draft Markup Of Engagement Letter

---
name: draft-markup-of-engagement-letter
task_id: corporate-ma/draft-markup-of-engagement-letter
description: Guides preparation of a redlined engagement letter with bracketed comments and a companion priority-ranked memo, focusing on identifying overbroad tail provisions, evaluating fee-credit economics, assessing arbitration venue and other procedural burdens, reviewing limitation-of-liability carve-out language, and checking scope, rate, and payment provisions for ambiguity or mismatch.
activates_for: [planner, solver, checker]
---

# Skill: Draft Markup of Engagement Letter

## 1. Subject-matter triage (only if applicable)

- This task has two outputs, and the markup is primary: create the redlined engagement letter first, then the commentary memo.
- Treat the client email and internal playbook as the controlling comparison set for requested edits and negotiation posture.
- Keep the markup faithful to the draft’s commercial structure while tightening only the provisions that create legal, economic, or procedural mismatch.

## 2. Failure modes the skill is correcting

- Producing a markup without durable textual redline conventions and bracketed rationale, which makes edits invisible or unexplainable after export.
- Submitting a commentary memo that merely describes issues instead of ranking them by negotiation importance.
- Missing the practical effect of tail, fee-credit, venue, liability, scope, rate, or payment terms on the client’s leverage and cost.
- Flagging a clause as problematic without tying it to the relevant source language, interacting provisions, and downstream consequence.
- Treating every issue as equally important, which obscures the few provisions that drive economics or process burden.
- Letting the memo become a substitute for the actual redlined agreement.

## 3. Legal frameworks / domain conventions that apply

- Use deal-law drafting conventions for investment bank engagement letters: scope, exclusivity or non-exclusivity, tail, fee and credit mechanics, expense allocation, termination, liability, dispute resolution, and payment mechanics should be internally consistent.
- Tail provisions should be tied to the advisor’s actual introduction or facilitation role, with the trigger drafted narrowly enough to avoid capturing unrelated transactions.
- Fee-credit provisions should be read as an economic term, not a recital; compare the stated credit structure to the more client-favorable alternative proposed in the sources and explain the practical effect.
- Limitation-of-liability carve-outs should be tested against the stated evidentiary or procedural standard; if the carve-out is difficult to invoke under that standard, revise the standard or remove the carve-out to match drafting intent.
- Arbitration venue should be assessed for logistical burden and negotiating fairness; if inconvenient, propose the client’s home forum or another neutral venue.
- Scope, rates, discounts, expenses, and payment timing should be checked for ambiguity, internal mismatch, or deviation from the client’s requested commercial position.
- For every legal or drafting proposition in the markup or memo, identify the governing authority or source basis as stated in the materials, or a recognized authority if the materials are silent.

## 4. Analytical scaffolds

- Start by isolating each provision that the client email or playbook touches, then separate true must-change items from style or fallback edits.
- For any issue you raise, state the operative source language, the revision you are making, the reason it matters, and the practical effect for the client.
- When a clause turns on multiple moving parts, analyze it as a whole and cross-check related provisions before finalizing the markup.
- Use a simple ordinal severity scale in the memo, stated once and applied consistently to every issue.
- For each memo issue, include:
  - the severity;
  - the clause or provision at issue;
  - the controlling source basis or authority;
  - the likely consequence if left unchanged;
  - the recommended negotiation position or drafting fix.
- Where the issue is economic, state the financial mechanism and compare the client-facing consequence of the draft versus the proposed revision without inventing unsupported figures.
- Where the issue is procedural, state the burden created by the draft and explain why the proposed venue, standard, or wording is preferable.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Read the engagement letter as a connected instrument: fee credits may affect tail economics; termination language may affect tail rights; dispute-resolution language may affect enforceability and leverage.
- Check whether any defined term, schedule, fee table, or appendix modifies the main body, and make sure the redline is consistent across all incorporated sections.
- If the draft contains alternative formulations or bracketed fallback language, preserve the hierarchy of options and avoid collapsing them into one generic revision.
- If multiple counterparties, fee sources, or payment triggers are present, analyze each separately rather than using a single representative pass.

## 6. Output structure conventions

- Produce the redlined engagement letter as a standalone file with robust textual redline markers that remain readable outside of formatting:
  - use explicit deletion and insertion markers for substantive edits;
  - use substitution markers when replacing one formulation with another;
  - attach a short rationale comment to each substantive change.
- Every substantive change in the markup must be explained in a bracketed comment adjacent to the change.
- The redline should remain a true agreement draft, not a commentary document.
- The companion memo should be concise, priority-ranked, and written for negotiation use.
- Include a clear severity legend at the top of the memo, then list issues in descending order of importance.
- For each issue entry in the memo, include the provision, severity, source basis or authority, consequence, and recommended fix.
- Include a short section identifying provisions that are acceptable as drafted and do not require change.
- End the memo with a Recommended Actions section that assigns an action, responsible role, and timing anchor tied to the deal process or next draft cycle.
- Do not rely on styling alone to communicate edits; the plain-text content must make the redline and rationale understandable.
- Before finishing, confirm that the primary deliverable exists and is complete before treating the memo as done.