Identify Disclosure Requirements Based On Ma Agreement

---
name: identify-disclosure-requirements-based-on-ma
task_id: corporate-ma/identify-disclosure-requirements-based-on-ma-agreement
description: Guides preparation of a disclosure schedule checklist that maps each disclosure obligation in a merger agreement to the required content, responsible party, and information source.
activates_for: [planner, solver, checker]
---

# Skill: Disclosure Schedule Obligation Mapping Checklist

## 1. Subject-matter triage
- Confirm the target output is a disclosure schedule checklist, not a legal memo or a schedule draft.
- Read the merger agreement first, then diligence materials, then any draft schedules; do not infer schedule content from diligence alone.
- Determine whether the agreement creates affirmative disclosure lists, exception schedules, or both; the drafting approach differs.
- Identify whether schedules are delivered at signing, closing, or both, and whether updates or supplements are permitted or required.

## 2. Failure modes the skill is correcting
- The checklist names schedule sections without tying each one to the underlying representation, warranty, covenant, or definition that creates the obligation.
- Required content is stated too generally, so the team cannot tell what facts, documents, dates, parties, or exceptions must be gathered.
- No owner is assigned to each item, leaving legal, finance, tax, HR, operations, and external advisors to assume someone else is handling it.
- Available diligence sources are not mapped, so every item has to be re-sourced manually.
- The checklist fails to distinguish between schedules that list required items and schedules that disclose exceptions to a representation or warranty.
- The checklist ignores qualifiers such as knowledge, materiality, or specified disclosure standards, which changes how much detail must be included.
- Update mechanics are omitted, so the team misses whether a schedule may be brought down, supplemented, or updated before closing.

## 3. Legal frameworks / domain conventions that apply
- Disclosure schedules typically operate either as required-item lists or as exception disclosures; treat each schedule according to the function the agreement assigns it.
- A disclosure obligation is read against the exact representation, warranty, covenant, definition, or qualification it modifies.
- Knowledge, materiality, and similar qualifiers affect the scope of information that must be disclosed and should be captured for each item.
- The relevant timing standard is the signing date, delivery date, or closing date specified in the agreement; note the operative date for each disclosure obligation.
- If the agreement allows updates or supplements, distinguish initial disclosure content from later bring-down changes and closing-delivery updates.
- Where the agreement points to a schedule or exhibit by designation, preserve that designation in the checklist so the drafting team can slot content into the correct place.

## 4. Analytical scaffolds
- Start by enumerating every agreement section, definition, exhibit, and covenant that creates or references a disclosure obligation.
- For each item, extract four core elements: the schedule designation, the required content, the applicable qualifier, and the disclosure function.
- Then identify the source materials that appear to contain the needed facts; if no source exists, mark the item as unavailable or to be confirmed.
- Assign a responsible party for each item, using the actual workstream owner where possible and noting external counsel or advisors where they are the natural drafter.
- Compare any existing draft schedules against the extracted requirements and flag missing schedules, missing facts, and mismatched designations.
- Where multiple business units, entities, asset classes, or time periods are implicated, give each a separate row rather than collapsing them into one generalized entry.
- If the agreement requires updates between signing and closing, add a separate note for the initial draft obligation and the update/bring-down obligation.

## 5. Vertical / structural / temporal relationships
- Map each disclosure item to the agreement hierarchy it sits within: main representation, related definitions, special disclosure carve-outs, and any linked covenant or closing condition.
- Note whether the obligation is upstream, contemporaneous, or downstream from signing, since timing often changes who owns the item and what materials are available.
- Where one schedule feeds another section, preserve the dependency so the drafting team understands which item controls if there is overlap.
- If an item depends on an external diligence artifact that may change before closing, flag that dependency and state the update trigger.
- Separate company-level disclosures from subsidiary-, project-, asset-, employee-, or contract-level disclosures so responsibility and source tracking stay accurate.

## 6. Output structure conventions
- Produce a single disclosure schedule checklist intended to be pasted into the working draft document.
- Use industry-conventional table columns, such as:
  - agreement section / source clause
  - schedule or exhibit designation
  - required content
  - disclosure function
  - qualifier or timing
  - source document or diligence reference
  - responsible party
  - status or open point
- Keep the checklist organized by agreement section, with one row per distinct disclosure obligation.
- Use concise, operative descriptions rather than narrative summaries.
- Where the source material is incomplete, say so directly and identify the missing input needed to finish the item.
- Preserve the distinction between required disclosures and exceptions to representations; do not treat all schedule entries as the same drafting exercise.
- End with a short action-oriented completion note that identifies any items still awaiting source confirmation or owner assignment.