Identify Issues In Counterpartys Draft Stock Purchase Agreement

---
name: identify-issues-in-counterpartys-draft-spa
task_id: corporate-ma/identify-issues-in-counterpartys-draft-stock-purchase-agreement
description: Guides preparation of a buyer-side issues memorandum identifying material deficiencies and risks in a seller-drafted stock purchase agreement, cross-referenced against diligence materials and deal documents.
activates_for: [planner, solver, checker]
---

# Skill: Buyer-Side SPA Issue Identification

## 2. Failure modes the skill is correcting

- The review flags seller-favorable drafting choices but fails to distinguish ordinary negotiation points from issues that change closing risk, economics, or enforceability for the buyer.
- Diligence findings are summarized in isolation instead of being tied back to the SPA provisions, disclosure schedules, or ancillary deal documents that should address them.
- Representations, covenants, indemnities, and closing conditions are reviewed separately, so gaps created by one article are not traced through the rest of the agreement.
- Disclosure schedules are accepted at face value without testing whether they fully disclose matters signaled by the diligence record.
- The memo lists issues without stating why each matters, how it interacts with other provisions, or what the buyer loses if it is not fixed.
- The output is not organized by priority, so the buyer cannot tell what must be solved before signing, what must be revised before closing, and what can be handled as drafting cleanup.

## 3. Legal frameworks / domain conventions that apply

- Buyer-side SPA review asks whether the draft allocates known and foreseeable risk to the seller, preserves the buyer’s closing leverage, and aligns with the agreed deal concept in the LOI, term sheet, or other transaction documents.
- Representations and warranties should be checked for scope, exceptions, knowledge qualifiers, materiality qualifiers, time limits, and disclosure-based carve-outs that narrow the buyer’s protection.
- Indemnification terms should be tested for basket, cap, survival, fundamental-representation treatment, exclusive-remedy language, and any procedural hurdles that dilute recovery.
- Closing conditions should be reviewed for symmetry and practical enforceability, including any buyer condition that is too subjective or any seller condition that gives away deal certainty.
- Material adverse effect language should be read together with carve-outs, disproportionate-effect exceptions, and closing-condition language to confirm the buyer still has a meaningful walk right.
- Working capital, purchase price adjustments, rollover equity mechanics, debt payoff, and escrow or holdback provisions must be internally consistent across the SPA and related documents.
- Specific diligence risks should be matched to specific contractual protections: if a report identifies a concentrated exposure, litigation risk, environmental issue, tax concern, or operational defect, the memo should test whether the SPA contains an express representation, covenant, condition, or specific indemnity that covers it.
- When an issue rests on a legal proposition, identify the governing authority or contract provision supporting the point rather than stating the conclusion in bare form.

## 4. Analytical scaffolds

- Start by mapping the deal stack: SPA, disclosure schedules, LOI or term sheet, diligence reports, and any ancillary documents that affect economics or closing mechanics.
- Identify deviations from the agreed deal concept before doing deeper clause analysis; a deviation that changes risk allocation or economics should be elevated even if the drafting is technically conventional.
- For each material SPA article, ask three questions: what does the clause say, what does the diligence record or related document suggest should also be there, and what is the buyer-side consequence if the gap remains.
- Test each representation and warranty against the diligence record for completeness, then test whether the related disclosure schedule cures or worsens the point.
- Test each indemnity and survival provision against the types of risk uncovered in diligence; if a special risk appears in diligence, ask whether a general indemnity is enough or whether a targeted provision is needed.
- Test each closing condition and termination right to ensure the buyer retains a real ability to refuse to close when the diligence record exposes an unaddressed problem.
- Prioritize issues on a uniform ordinal scale defined at the top of the memo, and use that scale consistently for every entry.
- Treat each issue entry as complete only if it states the size or scope of the point from the source materials, links the point to the relevant interacting clause or document, and states the downstream buyer consequence.
- If multiple counterparties, time periods, disclosure schedules, or transaction components are in play, enumerate them first and analyze each separately rather than collapsing them into one blended observation.
- End each issue with a concrete buyer-side ask: add, revise, clarify, carve out, specific-indemnify, condition, or conform the draft to the agreed deal.

## 5. Vertical / structural / temporal relationships

- Read the SPA vertically, not article-by-article in isolation: a broad representation may be undermined by a disclosure schedule, an indemnity may be hollowed out by a survival limit, and a closing condition may be neutralized by a waiver mechanism.
- Trace the same topic across time: signing, pre-closing covenants, closing, post-closing indemnity, and survival periods often divide the same risk into different remedies.
- Confirm that buyer protections do not disappear when the transaction moves from draft language to disclosure schedules, bring-downs, certificates, or ancillary documents.
- If the draft allocates responsibility differently at signing and closing, flag the point only if the timing shift changes leverage, recovery, or certainty for the buyer.
- Where a provision references another document or concept, test the referenced material rather than assuming it is consistent.

## 6. Output structure conventions

- Produce a single buyer-side issues memorandum.
- Use a concise front section that identifies the most important buyer risks and the deal themes driving them.
- Follow with an issue-by-issue discussion organized by SPA article or comparable transaction section, using a consistent entry format.
- For each issue, include:
  - a short issue label,
  - severity on a defined ordinal scale,
  - a description of the drafting or diligence gap,
  - the related source materials or interacting provisions,
  - the buyer-side consequence if uncorrected,
  - a recommended revision or negotiation ask.
- Define the severity scale once near the top and apply it uniformly throughout.
- Keep the memo practical and decision-oriented; avoid abstract commentary that does not change the buyer’s negotiating position.
- Close with a Recommended Actions section that assigns an imperative next step to the relevant role and ties it to the signing or closing timetable.
- Use conventional memorandum style and headings; do not mirror any hidden checklist or rubric language.