Scenario 01

---
name: review-corporate-consents-diligence-scenario-01
task_id: corporate-ma/review-corporate-consents-diligence/scenario-01
description: Guides preparation of a consent analysis memorandum for an equity purchase where a heterogeneous consent set spanning commercial contracts, financing documents, leases, government contracts, and permits must be systematically assessed.
activates_for: [planner, solver, checker]
---

# Skill: Acquisition Consent Diligence Analysis

## 1. Subject-matter triage
- Treat the task as a diligence memorandum for an equity purchase, not an assignment analysis: the target entity typically remains the contracting party, but ownership or control triggers may still require notice, consent, novation, payoff, or re-approval.
- First separate the source set into consent-bearing buckets: commercial agreements, financing documents, real property arrangements, government-facing contracts, permits/licences, environmental compliance obligations, and equity/JV documents.
- Enumerate each identified consent item before analysis so that no counterparty, permit, or document family is implicitly merged into a representative sample.
- If the source set is incomplete or duplicative, state what is missing or repeated and assess completeness against the tracker before drawing conclusions.

## 2. Failure modes the skill is correcting
- The analysis treats all consent requirements as the same, instead of distinguishing closing conditions, pre-closing covenants, post-closing notices, and no-consent items.
- A change-of-control trigger is assumed or ignored without checking the actual trigger language, ownership thresholds, affiliate concepts, or indirect-transfer mechanics in the source documents.
- Government contract, permit, and other regulated-item consents are analyzed as ordinary commercial consents, without the applicable statutory, regulatory, or agency process.
- Financing documents are reviewed for consent language but not for related payoff, release, default, or mandatory prepayment mechanics that can be transaction-critical.
- LLC, JV, or shareholder documents are noted for consent rights without checking for buy-out, put/call, dissolution, drag, or veto mechanics that may matter more than consent itself.
- The tracker is summarized as a status list without a deadline, owner, escalation path, or deal consequence for each open item.
- The memo states that a consent is needed or not needed without tying that conclusion to the governing rule, source clause, and practical effect on closing.

## 3. Legal frameworks / domain conventions that apply
- Equity purchase consent framework: in a stock or membership-interest acquisition, transfer of the entity may not assign every contract, but indirect change-of-control or change-in-beneficial-ownership language may still be triggered.
- Contract interpretation: the operative wording of the trigger clause controls; defined terms, exceptions, baskets, materiality qualifiers, and affiliate carve-outs must be read as written.
- Closing-condition architecture: the acquisition agreement may classify some consents as conditions to closing and others as covenants; the classification drives signing-to-closing risk and remedy analysis.
- Financing and debt documents: review change-of-control, event-of-default, lender consent, payoff, and release provisions together; consent alone may not be sufficient if repayment or acceleration is implicated.
- Real estate and lease documents: consent may be required for direct assignment, change of control, permitted transfer, or a deemed assignment concept depending on the lease or financing structure.
- Government contracts and procurement rules: where public contracts are involved, applicable procurement statutes, regulations, and agency procedures may require novation, assignment approval, or advance notice.
- Permits and licences: many regulatory authorizations are entity-based but may still require agency notification, reissuance, amendment, or approval on a change of control; the issuing authority and rule matter.
- Environmental compliance instruments: consent decrees, orders, permits, and agency agreements may impose transfer restrictions and separate approval procedures under environmental law.
- Entity governance documents: operating agreements, shareholders’ agreements, and JV documents often include consent rights plus transfer restrictions and buy-sell mechanics that should be read together.

## 4. Analytical scaffolds
- Build a complete consent register from the tracker and source documents: identify each item, the governing document, the counterparty or authority, the trigger language, and the proposed acquisition impact.
- For each item, determine the governing legal rule or document provision, then ask whether the contemplated equity purchase satisfies that trigger under the actual transaction structure.
- Classify each item into one of four outcomes: closing condition, pre-closing covenant, post-closing notice, or no consent / no action required.
- Where the source set uses a tracker status, test it against the underlying document; if the tracker is narrower than the document universe, flag it as incomplete.
- For government contracts and permits, identify the issuing agency, the applicable approval or notification path, and any timing risk that could affect the closing calendar.
- For financing items, assess whether consent, payoff, release, waiver, or amendment is the operative path and whether any default or mandatory repayment consequence is triggered.
- For equityholder or JV items, assess whether the provision is only a consent right or whether it also activates transfer restrictions, exit rights, valuation mechanics, or dissolution consequences.
- For every issue, state the source rule, the transaction trigger, and the practical consequence for closing or post-closing operations.
- When the document set gives dates, deadlines, notice periods, or approval lead times, carry them into the memo and action plan rather than summarizing them generically.
- Define a uniform severity scale at the outset and apply it consistently to each issue based on closing impact, regulatory sensitivity, and cure difficulty.
- Close each issue with: the magnitude or timing constraint drawn from the source documents, the related document or clause that interacts with it, and the downstream consequence for the client.
- End with an action-oriented plan that assigns responsibility and timing to every open item; recommendations without an owner or milestone are incomplete.

## 5. Vertical / structural / temporal relationships
- Map each consent against the deal timeline: signing, interim period, closing, and post-closing compliance.
- Distinguish vertical relationships within the document stack: acquisition agreement, disclosure schedules, consent tracker, underlying contract, and any related side letters or amendments.
- Where multiple documents cover the same relationship, reconcile them in hierarchy order and note whether the tracker matches the operative paper.
- If a consent is contingent on another event, preserve the dependency chain rather than collapsing it into a single open issue.
- If the source documents show multiple counterparties or authorities on one matter, analyze each separately unless the documents expressly treat them as a single approval path.

## 6. Output structure conventions
- Produce a single consent analysis memorandum suitable for export to `consent-analysis-memo.docx`.
- Use a conventional memorandum shape: brief executive summary; severity legend; issue-by-issue analysis organized by document family; tracker completeness and gap assessment; closing conditions versus covenants; outstanding items and deadlines; recommended actions.
- For each issue entry, include: the governing document, the rule or provision relied on, the trigger analysis, severity, timing, classification, and practical consequence.
- Use concise but explicit legal citations for each proposition relied on, naming the controlling authority as stated in the source materials or as otherwise standard for the area.
- Make the conclusion operational: identify which items block closing, which require pre-closing action, which can be handled after closing, and which require no further work.
- End with a Recommended Actions section that assigns each action to a responsible role and ties it to a deadline, approval milestone, or closing dependency.