Draft Ppa Memo

---
name: draft-purchase-price-adjustment-memo
task_id: corporate-ma/draft-ppa-memo
description: Guides preparation of a post-closing purchase price adjustment memorandum where closing balance sheet line items are disputed, the adjustment mechanism must be applied, and dispute resolution procedures must be analyzed.
activates_for: [planner, solver, checker]
---

# Skill: Post-Closing Purchase Price Adjustment Memorandum

## 1. Subject-matter triage
- Treat the assignment as a post-closing working capital analysis tied to an acquisition agreement’s purchase price adjustment mechanism.
- Determine at the outset whether the preliminary closing balance sheet raises one dispute or multiple distinct disputed items; if multiple items exist, analyze each separately rather than rolling them into a single net variance.
- Identify the controlling accounting definitions, the target working capital, the review/objection timeline, and the dispute escalation path before drafting conclusions.
- If the source set contains only one disputed item, say so affirmatively and explain why no item-by-item breakdown is needed.

## 2. Failure modes the skill is correcting
- Disputed line items are identified but not quantified individually, leaving the net buyer-seller difference unstated.
- The objection notice deadline and the consequence of missing it are not addressed, obscuring urgency.
- The independent accounting firm dispute resolution mechanism — including firm identity, finality of determination, and cost-allocation rule — is omitted or described incompletely.
- Offsetting errors on both sides of the adjustment (items understated versus items overstated) are not accounted for in the net calculation.
- The memo describes issues abstractly but does not connect each one to the governing agreement language, the relevant accounting principle, and the transaction consequence.
- Recommendations are missing, untethered to a responsible role, or untethered to the transactional deadline.

## 3. Legal frameworks / domain conventions that apply
- The acquisition agreement controls the purchase price adjustment mechanics, including the definition of working capital, the target amount, and the timing of notice and response rights.
- Objection provisions generally require item-specific notice, an amount in dispute, and the basis for disagreement; broad reservation language is usually insufficient to preserve every item.
- Failure to timely object typically waives the right to contest items not raised within the contractual review period.
- Unresolved disputes commonly go to an independent accounting firm whose determination is final and binding, subject to the agreement’s stated scope.
- Cost allocation for the accounting expert usually turns on relative success or proximity to each party’s position, as set by the agreement.
- Working capital adjustment mechanics are ordinarily dollar-for-dollar: actual closing net working capital above or below the target changes the purchase price accordingly.
- Apply the agreement’s accounting principles and any hierarchy of accounting standards or historical practices before importing external accounting assumptions.
- Cite the controlling authority for each legal proposition used: the acquisition agreement section, the incorporated accounting principles, and the dispute-resolution provision.

## 4. Analytical scaffolds
- Start by extracting the governing figures: purchase price adjustment formula, target working capital, review period, objection deadline, and dispute forum.
- Enumerate every disputed asset, liability, reserve, accrual, or cutoff item before analyzing them; for each item, capture the buyer position, seller position, and the stated basis for each position.
- For each disputed item, compare the preliminary closing balance sheet against the agreement’s accounting definitions and the relevant supporting schedules or notices.
- For each item, close the analysis by stating:
  - the scale or amount at issue,
  - the clause, schedule, or accounting definition that controls,
  - the practical consequence if the position is adopted or rejected.
- Reconcile all buyer-favorable and seller-favorable adjustments into a single net purchase price impact only after each item has been analyzed separately.
- If the agreement imposes a notice deadline, calculate the remaining time from the reference date in the source documents and state the consequence of missing the deadline.
- If the dispute resolution mechanism names a neutral accounting firm, identify the firm, describe the scope of its authority, state whether its decision is final and binding, and explain the cost-allocation rule.
- Where the documents reveal offsetting line items, present both directions of movement so the memo does not overstate one side’s position.

## 5. Vertical / structural / temporal relationships
- The acquisition agreement governs over the preliminary closing balance sheet; the balance sheet is evidence, not the operative source of rights.
- The notice period is temporal and must be treated as a hard sequencing issue: review first, objection next, escalation only if unresolved.
- Item-level disputes sit below the global net working capital number; do not skip directly to the net figure without preserving the underlying components.
- If the agreement cross-references accounting policies, schedules, or prior practice, resolve apparent conflicts in that order rather than by intuition.
- The memorandum should distinguish between present entitlement, disputed entitlement, and post-dispute resolution outcomes.

## 6. Output structure conventions
- Single deliverable: a purchase price adjustment memorandum saved as `purchase-price-adjustment-memo.docx`.
- Use an industry-conventional memorandum structure: background and governing framework; disputed items by category; net purchase price adjustment analysis; objection deadline and waiver risk; dispute resolution procedure; recommended next steps.
- For each disputed item, include the parties’ positions, the controlling authority, the amount or scale in dispute, and the downstream transaction consequence.
- Include a short recommendations section at the end that states the action, the responsible role, and the timing anchor drawn from the documents.
- Keep the memo self-contained and commercially readable; avoid litigation-style argument unless the source documents make adversarial framing necessary.
- Confirm in the final working draft that the operative memo content is present in the file and that the file is not empty before delivery.