Identify Issues In Underwriting Agreement

---
name: identify-issues-in-underwriting-agreement
task_id: capital-markets/identify-issues-in-underwriting-agreement
description: Underwriting agreement issue identification where the baseline lists concerns but does not cite the specific agreement section for each issue or provide sufficiently precise redline instructions for the negotiating team to act on.
activates_for: [planner, solver, checker]
---

# Skill: Identify Issues in Underwriting Agreement — Issue Memorandum

## 1. Subject-matter triage

- Treat the underwriting agreement as the primary source, then reconcile it against the term sheet, S-1 excerpts, internal checklist, and engagement email.
- Identify every discrepancy that affects economics, disclosure alignment, closing deliverables, allocation mechanics, indemnity, termination, or issuer/underwriter risk allocation.
- If multiple share classes, tranches, parties, or closing dates are implicated, enumerate them first and analyze each separately rather than collapsing them into one generic issue.
- Do not assume the draft tracks market if the agreement, disclosure documents, and checklist diverge; verify each point against the source set.

## 2. Failure modes the skill is correcting

- Issues are stated at a topic level but not tied to the specific agreement section, making it difficult for the negotiating team to locate and revise the language.
- Discrepancies are flagged against the term sheet but not against the registration statement excerpts, leaving public-disclosure inconsistencies undiscovered.
- Closing conditions are discussed without checking the closing checklist, so required deliverables can be missed in execution.
- The memorandum identifies problems without ranking severity, so the partner cannot tell what to escalate, what to negotiate, and what to track.
- Recommendations are too abstract to implement, leaving the team without a concrete redline or action path.
- Issue narratives stop at description instead of tying the point to scale, related provisions, and client consequence.

## 3. Legal frameworks / domain conventions that apply

- Use the underwriting agreement as a negotiated risk-allocation instrument; read each representation, covenant, indemnity, and termination right in light of the rest of the transaction package.
- Test economic terms against the term sheet for consistency, including pricing mechanics, option mechanics, allocation of shares, and any issuer/stockholder source distinctions.
- Test company representations and disclosure statements against the S-1 excerpts for consistency with public filings and updated risk disclosures.
- Check closing conditions against the internal checklist to identify missing deliverables, mismatched signatures, or untracked bring-down items.
- Treat indemnity carve-outs, disclosure schedules, and information-defined exceptions as drafting-sensitive provisions that should be precise enough to be operational.
- Treat termination rights, lock-up or quiet-period covenants, and overallotment mechanics as market-sensitive terms that may require narrowing, clarification, or timing alignment.
- Where the source materials identify a controlling legal or regulatory authority, use that authority by name and section in the analysis; do not state a legal proposition without naming the rule, statute, regulation, or governing doctrine supporting it.

## 4. Analytical scaffolds

- Review the draft agreement section by section and record the exact section reference for each issue.
- For each issue, state:
  - the section or provision implicated,
  - the discrepancy or drafting problem,
  - the severity on a uniform ordinal scale,
  - the source-document cross-reference that confirms the issue,
  - the practical consequence for the client,
  - the specific fix, including a redline-style instruction.
- Cross-reference every economic term against the term sheet and every disclosure-sensitive statement against the S-1 excerpts.
- Cross-reference every closing condition against the checklist; if the agreement requires a document or certificate not listed there, flag the gap.
- Where a term turns on an undefined or overbroad concept, identify the drafting ambiguity and recommend a narrowing definition or carve-out.
- Where the issue involves timing, compare the contractual timing to the relevant milestone in the source documents and note whether the interval is customary, stretched, or inconsistent.
- If a point does not require escalation, say so explicitly and explain why it is still worth tracking or not worth changing.

## 5. Vertical / structural / temporal relationships

- Map any term that depends on another clause, schedule, or exhibit before analyzing the consequence; do not treat dependent provisions in isolation.
- Check whether a covenant, representation, or condition is internally consistent across the agreement’s defined terms, disclosure schedules, and operative provisions.
- For timing-sensitive items, compare signing, effectiveness, pricing, closing, and any option-exercise windows to ensure the sequence works operationally.
- If the agreement allocates obligations across issuer, selling stockholder, underwriters, or officers, identify which party bears the burden and whether that allocation is consistent across the document set.
- When a provision references another document or concept by incorporation, verify that the incorporated material exists and matches the operative drafting.

## 6. Output structure conventions

- Write the deliverable as an issue memorandum with a short summary table up front and issue-by-issue analysis thereafter.
- Define the severity scale once at the top and apply it uniformly to every issue.
- For each issue, include:
  - issue number,
  - section reference,
  - severity,
  - concise issue description,
  - source-document cross-reference,
  - downstream consequence,
  - recommended fix or redline instruction.
- Use an explicit Recommended Actions section at the end with imperative verbs, a responsible role, and a timing anchor tied to the transaction timeline or filing/closing milestone.
- Keep recommendations concrete enough that counsel can implement them without rereading the full source set.
- Preserve section-level precision in the memo; do not bury the critical clause reference in prose.