Draft Tax Due Diligence Report

---
name: draft-tax-due-diligence-report
task_id: tax/draft-tax-due-diligence-report
description: A buy-side tax due diligence report should identify and quantify tax exposures across a low-to-high range, analyze relevant loss-attribute limitations and related tax attributes, and recommend transaction protections for each material exposure.
activates_for: [planner, solver, checker]
---

# Skill: Draft Tax Due Diligence Report

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

- Treat the assignment as a buy-side tax diligence report for an acquisition, not a tax memo or a general business summary.
- Identify the target’s likely material tax risk buckets first, then drill into the ones supported by the data room.
- Separate confirmed exposures, contingent exposures, and normalization items that affect valuation but are not necessarily indemnifiable taxes.
- If the source set contains multiple entities, jurisdictions, years, or transaction steps, enumerate them explicitly before analysis and analyze each on its own facts.
- Write the report so an investment committee can compare tax risk to deal economics and decide what protections to seek.

## 2. Failure modes the skill is correcting

- Identifying a loss-attribute limitation but stopping there without analyzing any applicable built-in gain or built-in loss mechanics, which can change attribute utilization during the recognition period.
- Noting a worker classification issue without assessing whether any available safe harbor or reliance defense remains available based on the target’s historical treatment, consistency, and reporting practices.
- Identifying equity incentive awards without checking whether closing-related acceleration, vesting, or exercisability changes create withholding or income tax consequences for the company or buyer.
- Producing a narrative discussion of exposures without a quantified low-mid-high exposure summary table, which the investment committee requires to compare the identified risks against the transaction economics.
- Describing an issue without tying it to a source-document metric, a cross-reference to another document or clause, and the downstream consequence for the buyer.
- Offering conclusions without naming the authority, doctrine, or rule that supports the tax position.
- Writing recommendations that do not say who should act and when the action must occur in the deal timeline.

## 3. Legal frameworks / domain conventions that apply

- **Worker classification and safe-harbor analysis:** When a target has treated workers as independent contractors, analyze employment tax exposure under the common-law control standard and any statutory or administrative safe harbor, including historical reporting consistency and reasonable-basis defenses. Cite the applicable authority for the classification standard and any safe harbor relied on.
- **Research credit documentation:** Research credit positions depend on contemporaneous substantiation of qualified activities and costs. Evaluate whether documentation exists for each year claimed and whether any uncertain tax position reserve appears adequate in light of the records. Cite the relevant Code and regulatory framework for the credit and substantiation.
- **Change-of-control compensation and excise tax:** If a change of control triggers acceleration, bonus payments, severance, or retention awards, analyze excess-parachute style exposure, related deduction limits, and withholding obligations. Cite the controlling statutory provisions and regulations for the compensation regime at issue.
- **Equity incentive acceleration and withholding:** When stock options, restricted stock units, or similar awards vest, accelerate, or become exercisable at closing, determine whether tax withholding, ordinary income, or employer reporting consequences arise under the applicable equity compensation rules. Cite the governing Code, regulations, or plan-based authority.
- **Related-party leases and economic normalization:** When the target pays above-market rent or other non-arm’s-length consideration to a related party, analyze the amount to normalize and whether the item should be treated as a purchase price adjustment, pre-closing amendment, or ongoing operating adjustment.
- **Loss-attribute limitation and built-in gain/loss analysis:** After an ownership change or similar triggering event, determine the annual limitation on pre-change tax attributes and analyze whether the company has net unrealized built-in gains or losses at the relevant testing date. Use fair market value versus adjusted tax basis for relevant assets and cite the statutory framework governing attribute limitations and recognition-period mechanics.
- **State and local tax:** Identify nexus, filing, franchise, gross receipts, sales/use, payroll, or income tax exposure across relevant jurisdictions, and cite the state or local authority if a specific filing rule drives the risk.
- **Transfer pricing:** Flag intercompany charges, cost-sharing, services, royalties, or other related-party transactions lacking documentation or support, and cite the relevant arm’s-length standard and documentation rule where applicable.
- **General diligence convention:** Every material tax issue should be framed as probability, exposure magnitude, timing, and buyer protection, not as a bare technical observation.

## 4. Analytical scaffolds

- Start with a concise executive summary that ranks identified exposures by materiality and states the overall diligence view.
- For each issue, work in this order:
  1. identify the factual trigger and the tax rule;
  2. quantify the exposure using a low-mid-high range where the record permits;
  3. cross-check the issue against any other source-document term that affects it;
  4. state the consequence for the buyer or target;
  5. recommend the specific protection or remediation.
- When more than one entity, year, jurisdiction, award class, compensation arrangement, or attribute pool is in scope, list them before analysis and address them individually rather than blending them into one composite risk.
- For quantified items, use the source documents’ own metrics first: tax years, headcount, payment amounts, asset bases, filing dates, ownership change dates, award counts, and jurisdiction footprint.
- Where a precise figure is unavailable, state the estimate method and the range logic rather than pretending precision.
- Distinguish between:
  - hard tax liabilities,
  - reserve inadequacies,
  - filing or compliance gaps,
  - timing or withholding exposures,
  - and valuation normalizations.
- Treat a missing support package as a risk factor even if the underlying tax position may still be defensible.
- When an issue depends on a threshold, limit, or phase-in, state the threshold plainly and explain whether the facts appear to cross it.
- Cite the controlling authority for each legal conclusion, using the source documents if they identify it or generally accepted authority if they do not.

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

- Track issues across time: pre-acquisition historical periods, signing-to-closing changes, closing-date consequences, and post-closing remediation.
- If the record shows an ownership change, reorganization, plan amendment, compensation acceleration, or worker reclassification event, analyze how that event affects earlier positions and future tax treatment.
- If a related-party arrangement spans multiple periods or entities, identify whether the reported amount reflects market terms or an economic transfer that should be normalized.
- If an attribute limitation depends on asset value at a testing date, explain how the relevant balance sheet or valuation date affects the result.
- If the source set contains multiple jurisdictions, separate federal, state, and local consequences, then identify where a local rule changes the analysis.
- If a pre-closing action can eliminate or reduce the exposure, distinguish that from a post-closing indemnity or covenant-based fix.

## 6. Output structure conventions

- Use a formal due diligence report format with clear issue headings and a ranked executive summary.
- Include an upfront severity scale and apply it uniformly to each issue using ordinal labels such as Critical, High, Medium, and Low.
- For each issue, include:
  - severity;
  - concise issue statement;
  - controlling authority;
  - factual support from the data room;
  - quantified exposure in low-mid-high form;
  - cross-reference to any interacting document, schedule, plan, filing, or agreement term;
  - buyer consequence;
  - recommended protection or remediation.
- Include a quantified exposure summary table that lists each issue and its low-mid-high range.
- Include a purchase agreement protections section that matches the risk: tax indemnity, special indemnity, representation and warranty, escrow, holdback, purchase price adjustment, covenant, closing condition, or pre-closing remediation.
- End with an explicit Recommended Actions block that assigns each next step to a responsible role and a timing anchor tied to signing, closing, filing deadlines, or immediate pre-closing cleanup.
- Use deal-appropriate prose; do not use a checklist tone in the body.
- Do not invent unsupported numbers or authorities.
- Do not use the exact internal rubric section list verbatim; keep to conventional diligence-report organization while covering the same substantive work.