Scenario 01

---
name: draft-target-diligence-profile-scenario-01
task_id: corporate-ma/draft-target-diligence-profile/scenario-01
description: Guides preparation of a target diligence profile for an investment committee where legal, financial, environmental, and insurance diligence findings must be synthesized into a structured risk assessment.
activates_for: [planner, solver, checker]
---

# Skill: Target Diligence Profile for Investment Committee

## 1. Subject-matter triage
- Treat the assignment as an investment-committee diligence synthesis, not a standalone issue list.
- Identify the source-set workstreams up front and keep them distinct: business overview, financial condition, legal/regulatory, environmental, insurance, and open items.
- If the materials present multiple entities, sites, policies, periods, disputes, or exposure types, enumerate them before analysis and carry the same ordering through the memo.
- If only one relevant entity or exposure is in scope, state that affirmatively and explain why.

## 2. Failure modes the skill is correcting
- The profile recites diligence findings by workstream without turning them into a transaction view of risk, leverage, and protection.
- Environmental issues are described in isolation without tying them to remediation responsibility, regulatory obligations, or acquisition protections.
- Legal findings are summarized without stating severity, deal consequence, or the operative authority that makes the point meaningful.
- Insurance review is treated as a checklist rather than a comparison between known exposures and actual coverage.
- Financial diligence is reported without testing whether contingent liabilities, litigation, environmental exposure, or other risks are reflected in the financial picture.
- Open requests and missing materials are noted vaguely instead of being converted into a concrete diligence gap and follow-up plan.

## 3. Legal frameworks / domain conventions that apply
- A target diligence profile should translate diligence materials into an IC-ready risk narrative: what matters, why it matters, and what protection or follow-up is needed.
- Each material issue should be characterized by an ordinal severity label defined once at the outset and applied consistently.
- Every legal or regulatory proposition should be tied to the controlling authority or document basis used in the source materials; do not state a legal consequence without naming the rule, statute, regulation, contract provision, policy term, or other authority supporting it.
- Environmental diligence should be analyzed against the governing environmental framework reflected in the materials, including contamination findings, reporting duties, remediation responsibility, and typical M&A protections such as indemnity, escrow, price adjustment, or insurance.
- Insurance analysis should compare policy scope, limits, exclusions, retentions, and term against the identified operational and legal exposures.
- Financial analysis should be checked for alignment with disclosed liabilities, reserves, contingencies, and any adjustments that would affect valuation or closing risk.
- Process and timing constraints from the diligence materials control what is known, what remains outstanding, and whether follow-up is needed before signing or closing.

## 4. Analytical scaffolds
- Define a severity scale once, then apply it to every finding with a one-line justification.
- For each subject area, use the same internal sequence: findings, severity, source basis, transaction consequence, and recommended protection or follow-up.
- For each issue, do not stop at description; state the scale of the concern from the record, show where it interacts with another diligence item or document, and explain the downstream effect on price, closing, indemnity, covenants, disclosure, or post-close operations.
- Cross-check legal, environmental, and insurance findings against the financial summary to see whether the risk is already reserved, disclosed, insured, or otherwise addressed.
- Cross-check environmental findings against insurance coverage and any disclosed remediation or historical incident information to identify gaps between exposure and protection.
- Cross-check litigation, regulatory, contract, and employment issues against financial disclosures to test whether contingent liabilities, concentration risk, or operational interruption are understated.
- Group unresolved requests into a follow-up section and classify each by urgency relative to signing, financing, regulatory filing, or closing.
- End with a succinct overall risk view and a recommended protection package rather than a bare recitation of findings.

## 5. Vertical / structural / temporal relationships
- Preserve the hierarchy between enterprise-level risk and item-level findings: start with the business thesis, then descend to the categories that can change valuation or closeability.
- Show how a lower-level finding affects a higher-level decision: a site issue may drive escrow need; a coverage gap may drive a special indemnity; a litigation matter may drive a disclosure update or closing condition.
- Where timing matters, identify whether the issue is pre-signing, pre-closing, or post-closing and anchor the recommendation to that milestone.
- If the source materials identify multiple periods or cutoffs, keep them separate and do not blend them into one generalized view.
- If the materials suggest a chain of dependency, reflect it explicitly: factual finding → legal or financial implication → transaction impact → recommended protection.

## 6. Output structure conventions
- Produce a single memo in conventional IC style with an executive summary, a concise company/business overview, and separate sections for financial, legal/regulatory, environmental, insurance, and open diligence items.
- Begin with a severity legend and use the same labels throughout.
- For each section, include the finding, severity, authority or document basis, transaction impact, and recommended action or protection.
- Keep the memo synthesis-oriented; avoid duplicative narration of the underlying source documents.
- Highlight the few issues that most affect valuation, closeability, or post-close liability.
- Include a final recommended actions block with imperative verbs, an accountable role or owner, and a timing anchor tied to the deal process or regulatory milestone.
- Use clear headings and a professional memorandum tone suitable for an investment committee packet.