Draft Vendor Due Diligence Report

---
name: draft-vendor-due-diligence-report
task_id: corporate-ma/draft-vendor-due-diligence-report
description: Guides preparation of a sell-side vendor due diligence report for distribution to prospective bidders where multi-workstream diligence findings must be organized, qualified, and presented in a form suitable for external disclosure.
activates_for: [planner, solver, checker]
---

# Skill: Sell-Side Vendor Due Diligence Report

## 1. Subject-matter triage
- Confirm the report is a sell-side VDD for external bidder circulation, not an internal diligence note.
- Identify the transaction perimeter, the target entity perimeter, and the document set that governs scope.
- If the source materials cover more than one business, jurisdiction, or reporting period, map each separately before synthesis.
- If the requested package is incomplete, proceed with the available record but flag the missing inputs in the affected sections and in the summary.
- Draft the report itself as the primary deliverable; do not substitute a summary of findings for the report.

## 2. Failure modes the skill is correcting
- Findings are stated without the cautionary framing needed for bidder-facing reliance limits.
- Separate workstream comments are presented in isolation, without identifying where one issue amplifies another.
- Known information gaps are omitted or buried, leaving the report to imply completeness that the record does not support.
- Risks are described but not translated into a seller-side response or disclosure posture.
- The report reads like a list of notes rather than a coordinated legal diligence product suitable for a sale process.
- The narrative assumes all source materials are current without anchoring them to an as-of date.

## 3. Legal frameworks / domain conventions that apply
- A VDD report is a disclosure and diligence synthesis product prepared for a sale process; it should be written as a qualified external-facing document, not as privileged internal advice.
- Reliance should be expressly limited to the seller’s intended use and the stated audience; the report should make clear that bidders must conduct their own review and that later-updated facts may require supplementation.
- The report should be organized by conventional diligence workstreams, with each section tied to the relevant source materials and request categories.
- Where the source set identifies legal propositions, cite the governing authority, rule, statute, regulation, or doctrinal source by name and section where available.
- Use conventional diligence language for reservations, exceptions, assumptions, and disclosure-based qualification rather than absolute statements.
- Where the record supports a risk-allocation response, state the seller’s proposed posture in transaction terms using conventional deal tools such as disclosure, indemnity, escrow, purchase price adjustment, or covenant-based mitigation.
- Treat the as-of date as controlling for the report; later developments belong in a supplement or updated version.

## 4. Analytical scaffolds
- Build the report from the diligence request tracker and source materials, not from a generic template alone.
- For each workstream, extract: core findings, legal significance, missing information, and any proposed allocation response.
- Before synthesis, list the workstreams and any distinct jurisdictions, entities, or periods that must be treated separately.
- For each identified issue, record:
  - what the issue is,
  - where it appears in the source set,
  - why it matters transactionally or legally,
  - how it interacts with another workstream or document,
  - what seller-side response is proposed.
- When multiple issues recur across sections, consolidate them in the executive summary as a cross-workstream theme rather than repeating disconnected snippets.
- Use the source documents’ own terminology for defined concepts, but do not overquote them; paraphrase unless exact wording is necessary to preserve legal meaning.
- If a provision, filing, or process point is material to the analysis, anchor it to the controlling authority or document reference rather than stating the conclusion in the abstract.
- If the sources do not support a confident conclusion, say so plainly and identify what additional material would resolve the point.

## 5. Vertical / structural / temporal relationships
- Treat the report as layered: executive summary first, then workstream analysis, then an issues-and-responses synthesis where needed.
- Keep entity, subsidiary, project, contract, and jurisdiction distinctions intact; do not collapse separate legal relationships into one generalized treatment.
- Respect temporal sequencing:
  - as-of date,
  - historic facts,
  - current status,
  - pending or expected updates.
- When a later event changes the significance of an earlier fact, note the change and preserve the original timing.
- Where the record contains outstanding requests, tie them to the specific section they affect so the reader can see the residual uncertainty.

## 6. Output structure conventions
- Produce a single bidder-ready vendor due diligence report in conventional report form.
- Start with an executive summary that states the overall risk profile, principal concerns, and cross-workstream interactions.
- Follow with subject-matter workstreams in a commercially familiar order; include only those supported by the source materials, but flag omitted conventional areas if the record is silent.
- Within each workstream, use a consistent sequence:
  - scope or source basis,
  - findings,
  - legal or commercial significance,
  - gaps or reservations,
  - seller-side response or proposed allocation.
- Include a short reliance and qualifications section, including the as-of date and the external-use limitation.
- Include a concise cross-workstream issues synthesis where separate findings reinforce one another.
- End with a recommended next steps section that gives actionable drafting, disclosure, or diligence follow-up items in imperative form, tied to the responsible role and transaction timing.
- Keep the tone neutral, precise, and suitable for distribution to prospective bidders; avoid advocacy, alarmism, or internal shorthand.
- Do not invent facts, do not preload calculations or transaction economics, and do not imply completeness where the source record is incomplete.