Scenario 01

---
name: review-governance-diligence-scenario-01
task_id: corporate-ma/review-governance-diligence/scenario-01
description: Guides preparation of an M&A governance due diligence memorandum for a reverse triangular merger where charter documents, stockholder agreements, board minutes, and investor rights must all be reviewed for transaction-readiness and governance risk.
activates_for: [planner, solver, checker]
---

# Skill: M&A Governance Due Diligence Memorandum

## 1. Subject-matter triage

- Treat the assignment as a governance-readiness review for a reverse triangular merger, not a general document summary.
- First identify the document set by category and confirm whether the transaction can be analyzed on the available materials alone or whether missing charter, voting, consent, or minutes materials create a gap.
- If more than one issuer, class, vote holder group, or approval path is implicated, enumerate each before analyzing it so the memo does not collapse distinct governance tracks into one pass.
- Keep the memo tied to pre-closing governance and approval risk unless the source materials plainly raise post-closing governance consequences.

## 2. Failure modes the skill is correcting

- Charter documents are reviewed for isolated terms without testing whether the current governance structure is internally consistent with the governing documents, including board composition, notice mechanics, class rights, and approval thresholds.
- Board minutes are treated as evidence of authorization without checking whether the authorization was properly adopted, including quorum, vote threshold, disclosure of conflicts, committee process, and record of deliberation.
- Stockholder and voting agreements are summarized for transfer restrictions without separately analyzing their effect on merger approval, consent mechanics, and post-closing governance.
- Registration rights are described in the abstract without assessing whether the merger consideration and resulting capitalization change extinguish, preserve, or reframe those rights.
- The analysis stops at issue spotting and does not close each issue with the governing authority, the document interaction, and the practical consequence for closing readiness.
- The output gives observations without actionable next steps anchored to the transaction timeline.

## 3. Legal frameworks / domain conventions that apply

- Reverse triangular merger approvals generally require target board approval, target stockholder approval unless a valid exception applies, and approvals by the merger subsidiary’s board and sole stockholder under the applicable corporate statute and governing documents.
- Board action must satisfy the applicable state corporate law and the company’s organizational documents; quorum, voting threshold, notice, and written consent rules control whether the action is effective.
- Fiduciary-process review should track the applicable director duties under the governing state law, including duty of care, duty of loyalty, conflict disclosure, recusal, committee use, and informed deliberation.
- Anti-takeover and structural charter provisions may affect transaction execution and post-closing governance, including classified boards, supermajority provisions, advance notice bylaws, blank-check preferred authority, and class voting rights.
- Voting agreements, support agreements, and stockholder arrangements can be critical to satisfying the approval threshold, but their enforceability and scope must be read alongside the charter, bylaws, and any consent rights.
- Transfer restrictions, rights of first refusal, co-sale provisions, drag-along mechanics, and consent rights can affect whether the merger can proceed and whether any pre-closing consents are required.
- Registration rights should be analyzed against the merger consideration and the post-closing cap table to determine whether rights are terminated, waived, or carried forward, and whether any notice or demand mechanics are triggered.
- Disclosure and approval logistics should be assessed against the governing documents and applicable corporate statute, including whether written consent is available, how notice must be given, and what timing constraints apply.

## 4. Analytical scaffolds

- Review the governing organizational documents first and extract the approval mechanics, class protections, board composition rules, notice requirements, transfer restrictions, and any anti-takeover features.
- Review the board minutes next and confirm whether the merger authorization reflects a valid process: agenda, materials reviewed, quorum, vote count, abstentions, recusals, conflicts, and the statutory or charter basis for the action.
- Review stockholder agreements and voting agreements separately: identify who is bound, what action is required, what consents are needed, and whether the agreement is sufficient to support the approval path.
- Review registration rights and investor rights in tandem and determine whether the merger changes the holder profile, consideration type, or disclosure obligations enough to alter the operative rights.
- For each issue, state the controlling authority, tie it to the specific document interaction, and explain the downstream closing or litigation consequence.
- When a document suggests a transaction-readiness concern, test whether it is a blocker, a condition to closing, a process defect, or a diligence point only.
- Frame the memo as an executive assessment supported by document-by-document analysis, then finish with concrete pre-closing steps.

## 5. Vertical / structural / temporal relationships

- Distinguish target-level approvals from merger-subsidiary approvals and explain the vertical relationship between the entity being acquired, the merger vehicle, and the parent structure.
- Distinguish pre-signing governance defects from pre-closing cure items and from post-closing governance carryovers.
- Track whether a provision affects approval mechanics, closing mechanics, or post-closing rights; do not blend these time horizons.
- When multiple document layers overlap, analyze the hierarchy in this order: statute and charter, bylaws, stockholder-level agreements, then board records and ancillary investor rights.
- If one document’s consent right depends on another document’s defined terms or thresholds, cross-reference both before stating the effect.

## 6. Output structure conventions

- Produce a single governance diligence memorandum suitable for conversion to `governance-diligence-memo.docx`.
- Use a conventional memo shape: overview and transaction-readiness assessment, document-by-document analysis, key risks, and pre-closing action items.
- Define an ordinal severity scale once near the start and apply it consistently to each identified issue.
- For every issue, include: the governing authority, the document(s) implicated, the severity, the approval or process defect, and the consequence for closing or post-closing governance.
- End with a Recommended Actions section that gives imperative next steps, assigns each to the responsible role named in the materials where possible, and ties each step to the transaction timeline or closing milestone.
- Keep the writing concrete and non-duplicative; do not substitute a document summary for a diligence conclusion.
- If the source materials identify a controlling authority, cite it as given; otherwise cite the relevant corporate statute, governance principle, or generally recognized authority supporting the conclusion.