Identify Issues In Concession Agreement

---
name: identify-issues-concession-agreement-toll-road
task_id: energy-natural-resources/identify-issues-in-concession-agreement
description: Guides issue identification in a toll road concession agreement for acquisition due diligence by prioritizing transfer-restriction and technical-qualification threshold issues, characterizing reserve shortfalls as current breaches where supported by the agreement, and organizing analysis with appropriate legal and commercial context.
activates_for: [planner, solver, checker]
---

# Skill: Identify Issues in Toll Road Concession Agreement — Acquisition Due Diligence

## 2. Failure modes the skill is correcting

- Baseline recommends only generic deal-protection points without explaining how a delayed closing can affect the target project, the concession, or the purchase process in this type of transaction.
- Baseline identifies toll-setting mechanics without explaining how timing, indexation, and lag can affect real revenues and debt service coverage during periods of changing inflation.
- Baseline lists risks without tying each one to the governing clause, the interacting document, and the practical consequence for closing, financing, or operation.

## 3. Legal frameworks / domain conventions that apply

- Start with transferability: identify any restriction on assignment, indirect transfer, change of control, pledge, or beneficial ownership transfer, and determine whether the issue is a consent condition, a prohibition, or a post-closing covenant under the concession and related project documents.
- Treat technical, financial, and operational qualification tests as threshold diligence items: if the acquirer, sponsor, operator, or transferee must satisfy specified criteria, compare the documents’ requirements against the transaction structure and note whether a failure blocks closing, requires remedial action, or triggers a default mechanic.
- If the concession requires grantor, governmental, or regulator consent for a transfer or financing step, analyze the approval path under the concession and any applicable administrative law, procurement, or sector-specific approval regime; map timing dependencies and any notice or waiting periods.
- If reserve accounts, debt service reserves, major maintenance reserves, or similar funded accounts are required, treat a deficiency as a present compliance issue under the governing contract and then test cure rights, notice mechanics, default thresholds, and waiver practice.
- If tolls are indexed or adjusted with a lag, analyze whether the formula preserves real revenue over the forecast period and whether lagged adjustments can compress debt service coverage, particularly where traffic volatility or inflation shocks are visible in the operating history.
- If the project documents allocate force majeure narrowly, test whether material operational risks are carved out of the clause and instead addressed through relief events, change in law, insurance, or termination compensation.
- If the dispute forum is domestic or the concession has cross-border enforcement implications, assess enforcement risk, sovereign immunity, and the relevant arbitration or convention framework at a category level before concluding on recoverability.
- If closing may be delayed by regulatory or grantor approvals, evaluate whether the acquisition agreement needs MAC protection, interim-operation covenants, and specific closing conditions to prevent value leakage before signing or completion.
- For any legal conclusion, tie the statement to the governing clause, statute, regulation, or arbitration framework rather than describing the risk in purely commercial terms.

## 4. Analytical scaffolds

- Begin with threshold issues first: transfer restrictions, approval rights, and qualification conditions come before commercial or drafting points because they may block the deal.
- Enumerate the relevant issue set before analysis when the documents present multiple parties, periods, approvals, reserve accounts, adjustment dates, or scenarios; then analyze each item separately instead of collapsing distinct risks into one general observation.
- For each issue, use a consistent sequence: identify the governing provision; state the issue type; quantify or scale the point using the available document data or a stated threshold; cross-reference any interacting clause, schedule, financing document, or approval requirement; and conclude with the downstream consequence for the client.
- Where the documents permit, compare actual balances, dates, headroom, timing gaps, or covenant thresholds against the relevant contractual requirement. If the documents do not permit a numeric comparison, state that the point is qualitative and identify the missing data needed to complete diligence.
- Distinguish current breach from prospective risk. A present shortfall, overdue filing, expired approval, or unmet condition should be framed as an existing compliance problem; a future transfer restriction, consent process, or adjustment lag should be framed as a closing or operating risk.
- Give each issue a severity rating using a uniform ordinal scale defined once at the outset, and keep the rationale to one line so the priority is visible without obscuring the underlying analysis.
- Where a clause turns on timing, state the relevant milestone, the deadline if provided, and whether the issue affects signing, closing, funding, or post-closing operation.

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

- Trace vertical dependencies across the concession, project agreements, financing documents, and any ancillary approvals: a permissive reading in one document does not cure a tighter restriction in another.
- Track temporal sequencing carefully: pre-closing consents, closing deliveries, post-closing notices, cure periods, reporting dates, and reset dates may each carry different consequences.
- Where the concession term, renewal period, toll-reset timing, or reserve-funding schedule interacts with the acquisition timetable, explain how the timing mismatch affects economics or closing feasibility.
- If a transfer or pledge requires prior approval, separate the approval process from the ultimate transfer closing; the existence of a consent right is not the same as a consent delay.

## 6. Output structure conventions

- Produce an issue memorandum organized by priority, with threshold issues first and commercial or drafting issues after them.
- Define the severity scale once, then apply it consistently to every issue entry.
- For each issue entry, include: the governing clause or authority, a short description of the issue, severity, the scaled or quantified reference point where available, the cross-document interaction, the consequence, and a recommended action.
- When a legal proposition is stated, identify the controlling authority by name and section, article, regulation, or other specific citation style used in the source materials or in standard legal practice.
- End with a Recommended Actions section that uses imperative verbs, identifies the responsible role where the documents permit, and ties each action to a milestone, deadline, or diligence stage.
- Keep the memorandum substantive and decision-oriented; avoid abstract recitation of provisions without a diligence takeaway.