Draft Third Party Consent Tracking

---
name: draft-third-party-consent-tracking
task_id: corporate-ma/draft-third-party-consent-tracking
description: Guides consent tracking, analysis, and request-letter drafting for an acquisition closing where material contracts, financing arrangements, leases, and regulatory permits must be reviewed for consent requirements.
activates_for: [planner, solver, checker]
---

# Skill: Third-Party Consent Tracking and Request Letters

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

- Start by identifying the transaction structure that governs transfer risk: stock sale, merger, asset sale, equity rollover, or other change-of-control path.
- Separate contracts that require assignment consent from contracts that are triggered by change of control, indirect transfer, transfer of equity, notice, or other non-assignment concepts.
- Group the source set by document type before analysis: material contracts, financing documents, leases, permits, government contracts, labor/employment arrangements, and joint venture or similar governance documents.
- If the source set contains multiple counterparties or multiple contracts in the same category, enumerate them explicitly before analysis and track each one separately.
- Treat any closing-condition schedule, consent covenant, or disclosure schedule as part of the same review universe, not as a separate or optional check.

## 2. Failure modes the skill is correcting

- Consent analysis treats all contracts uniformly and misses the difference between assignment restrictions and change-of-control triggers.
- Financing documents are reviewed as ordinary contracts without first checking whether the acquisition triggers repayment, default, notice, or consent under the governing credit documents.
- The tracker lists consents inconsistently, omitting request status, receipt status, waiver status, or closing-condition significance.
- Request letters are generic and fail to match the counterparty, the contract provision, and the specific approval or acknowledgment being sought.
- The memo states conclusions without tying each one to the operative document language and the controlling legal concept that makes the consent necessary or unnecessary.
- The review collapses distinct timing buckets and fails to distinguish pre-closing conditions from post-closing covenants or notice items.

## 3. Legal frameworks / domain conventions that apply

- In a stock acquisition, contract rights are not automatically assigned, but a change-of-control or transfer-of-equity clause may still require consent, notice, or a waiver; analyze the operative clause text, not the transaction label alone.
- Governing financing documents control change-of-control consequences; if the credit agreement or related debt instrument defines a change of control as an event of default, consent, payoff, amendment, or lender waiver may be required.
- Lease, permit, and government-contract analysis turns on the specific transfer or control language in the governing instrument and any applicable agency approval regime.
- Labor and employment documents may contain successorship, notice, bargaining, or consent concepts that require separate treatment from commercial contract consents.
- Joint venture or similar governance documents may create consent rights, buy-out rights, put/call rights, or dissolution mechanics that are triggered by a transfer of control.
- Closing risk depends on whether the transaction agreement makes a consent a closing condition, a covenant, or merely a disclosure item; the tracker and memo should reflect that distinction.
- Use the controlling source language and the applicable legal concept together; do not state that consent is required unless the specific provision and its trigger have been identified.

## 4. Analytical scaffolds

- Review the acquisition agreement first to determine the defined universe of material contracts, the consent-related reps and covenants, and any schedule-based disclosure structure.
- For each reviewed document, ask in order: what is the trigger, what is the required action, who must act, when must it occur, and what happens if it does not occur.
- For each contract, identify the exact provision type: assignment restriction, transfer restriction, change-of-control clause, notice clause, approval right, default trigger, or termination right.
- For financing documents, test the proposed transaction against the document’s own change-of-control definition and related default, acceleration, consent, or payoff language.
- For regulatory and government-facing documents, identify whether the issue is consent, notice, approval, registration, or mere update reporting.
- For every consent item, record the counterparties involved, the contractual trigger, the requested relief, the timing, and the closing significance.
- Draft each consent request letter to fit the relationship and the clause: describe the transaction at a level of detail appropriate to the recipient, identify the specific provision at issue, and request the exact approval, waiver, acknowledgment, or non-objection needed.
- Where the source set is incomplete, flag the missing document or provision as a review gap rather than assuming no consent is needed.

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

- Prioritize items that are conditions to closing over items that are covenant-only or post-closing notice items.
- If a financing item could accelerate debt or trigger a default, coordinate that item ahead of any closing date and any payoff or release mechanics.
- Distinguish pre-signing diligence items from pre-closing follow-up items and post-closing compliance items so the tracker mirrors the transaction timeline.
- If one document references another, analyze the referenced document as the controlling source for the specific issue before finalizing the conclusion.
- If a consent depends on a form, exhibit, or side letter, treat the supporting form as part of the operative package and reflect that dependency in the tracker.

## 6. Output structure conventions

- Produce three distinct deliverables: a consent tracker, a consent analysis memorandum, and tailored consent request letters.
- Consent tracker: use a table with one row per contract or consent item and columns for document name, counterparty, trigger, consent or notice required, responsible party, timing, current status, and closing significance.
- Consent analysis memorandum: organize by document category, then by individual document; for each item, state the governing provision, the trigger analysis, the result, and any open follow-up.
- Consent request letters: draft separate letters by counterparty or document package, and keep each letter tied to one specific contract or related set of related consents.
- For the memo, include a short recommendations section at the end that converts the analysis into concrete next steps, with the responsible person and timing tied to closing or another source-defined milestone.
- When stating legal conclusions, identify the controlling contractual provision or governing legal concept that supports the conclusion.
- Keep the drafting tailored, transactional, and operational; avoid abstract summaries that do not move the consent process forward.