Identify Pe Target Contract Issues

---
name: identify-pe-target-contract-issues
task_id: corporate-ma/identify-pe-target-contract-issues
description: Guides preparation of a comprehensive issues memo for a target contract review in a private-equity acquisition where a heterogeneous contract set spanning commercial agreements, leases, employment, and licenses must be assessed for material risks.
activates_for: [planner, solver, checker]
---

# Skill: PE Acquisition Target Contract Review Issue Identification

## 2. Failure modes the skill is correcting

- The review summarizes contract terms without isolating provisions that affect closing, integration, or post-closing economics.
- Preferential rights are noted without testing whether the transaction structure actually triggers them.
- Employment agreements are summarized at a high level without identifying constraints that affect retention, integration, or separation planning.
- Lease and license provisions are reviewed without distinguishing consent, termination, or operational continuity risks.
- Findings are presented as a flat list rather than a ranked issues memo that helps the deal team triage urgency.
- The memo states conclusions without tying each issue to source-document thresholds, related clauses, and deal consequences.
- The analysis flags legal risk without naming the governing contract doctrine or legal rule that makes the issue material.

## 3. Legal frameworks / domain conventions that apply

- Target contract review should identify: change-of-control and anti-assignment restrictions; required consents; termination or modification rights on closing; preferential rights; unusual indemnity, liability, audit, or IP ownership terms; and operational constraints that may affect post-closing performance.
- Preferential rights analysis should distinguish among rights of first refusal, rights of first offer, matching rights, and consent rights, and should test whether the proposed deal structure triggers them.
- License review should focus on change-of-control triggers, sublicensing limits, assignment restrictions, source-code or audit access, and any termination or suspension rights that may be invoked after closing.
- Employment review should focus on non-compete, non-solicitation, garden-leave, change-of-control, severance, retention, and restrictive-covenant provisions that affect integration and talent continuity.
- Lease review should focus on landlord consent, assignment and subletting limits, transfer restrictions, renewal mechanics, and modification rights that may be implicated by a reorganization or acquisition.
- The analysis should cross-check diligence summaries, contract schedules, and exception lists for consistency and unresolved flags.
- State controlling authority for each legal proposition relied on, including the relevant contract doctrine, statute, regulation, rule, or other recognized authority that supports the issue characterization.

## 4. Analytical scaffolds

- Start by inventorying the source materials and, if the materials divide by contract type, enumerate the full set of contracts, schedules, and diligence summaries before analyzing individual items.
- Identify the transaction structure assumed by the source set and test each contract against that structure, including equity transfer versus asset transfer where relevant.
- For each commercial agreement, assess anti-assignment language, change-of-control consent triggers, termination rights, exclusivity, MFN-style provisions, preferential rights, and liability allocation.
- For each employment agreement, assess restrictive covenants, severance on change of control, acceleration, notice periods, and any post-employment restraints that may complicate integration.
- For each lease, assess transfer, assignment, subletting, landlord consent, estoppel, renewal, and modification rights, and whether any corporate reorganization carveout applies.
- For each license or technology agreement, assess change-of-control triggers, assignment restrictions, sublicensing permissions, audit rights, support obligations, and any termination or repricing rights.
- For any notice, waiver, consent, or consent-status evidence, confirm whether it matches the contract requirement, the correct counterparty, the required form, and the required timing.
- When multiple contracts present the same issue type, analyze each separately rather than collapsing them into a single representative issue.
- For every issue, state: the contractual trigger or threshold, the related clause or document that interacts with it, the governing legal authority, and the specific downstream consequence for the buyer.
- Treat the memo as an advisory deliverable: pair each diagnosis with a practical next step or mitigation path.

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

- Separate pre-signing diligence questions from signing, closing, and post-closing risks.
- Distinguish conditions precedent to closing from covenants that run after closing.
- Distinguish enterprise-level risks from contract-specific risks and from business-line operational risks.
- If a provision is triggered only by a certain change in ownership percentage, control standard, or transfer mechanic, analyze the triggering event against the contemplated transaction mechanics.
- If a contract interacts with a schedule, addendum, side letter, amendment, consent, or waiver, read the documents together and resolve any inconsistency.
- If timing matters, note whether notice, cure, election, or consent deadlines have already run or will run before closing.

## 6. Output structure conventions

- Produce a single issues memorandum suitable for a PE deal team.
- Open with a short executive summary that identifies the highest-risk deal execution items and the main post-closing integration issues.
- Define a uniform ordinal severity scale once near the top, and apply it consistently to every issue.
- Organize the body by contract category, then by individual contract or issue cluster, using a conventional memo format rather than a checklist dump.
- For each issue, include a severity label, a concise issue statement, the governing authority or controlling contract principle, the relevant source-document cross-reference, the threshold or scope indicator from the materials, and the downstream consequence.
- Where helpful, group related issues by theme, but keep each material contract-specific issue visible.
- End with a Recommended Actions section that gives imperative next steps, identifies the responsible role, and ties each action to a transaction milestone or other timing anchor from the materials.
- Use plain-English but lawyerly prose; do not overquote source materials, and do not reproduce internal phrasing verbatim when paraphrase will do.
- Deliver the memo as the final substantive work product; do not substitute a summary of review steps for the issues analysis itself.