Scenario 02

---
name: review-corporate-consents-diligence-scenario-02
task_id: corporate-ma/review-corporate-consents-diligence/scenario-02
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 consent-focused diligence memorandum for an equity purchase, not an assignment analysis for an asset sale.
- First inventory every consent-relevant item in the deal documents, tracker, and schedules, then separate them by source, trigger, and deal consequence.
- If the source set contains only one consent-relevant item in a category, say so explicitly; otherwise enumerate the full set before assessing any one item.
- Confirm whether the transaction is a change of control, change of ownership, indirect transfer, merger, or similar trigger, because the governing clause usually turns on that characterization.
- For each item, determine whether it is a closing condition, pre-closing covenant, post-closing notice, or no action item.

## 2. Failure modes the skill is correcting
- The analysis treats all identified consent requirements as equivalent instead of distinguishing blocking consents from operational follow-ups.
- The memorandum misses cross-document interactions, such as a consent clause that is displaced, amplified, or duplicated by financing, lease, or governance provisions.
- Government contract and permit items are analyzed like ordinary commercial consents without applying the relevant approval or novation framework.
- The tracker is reproduced as a status list without deadline, owner, escalation path, or transaction consequence.
- Entity-governance provisions are reduced to a consent issue even though they may create veto, buy-out, put/call, dissolution, or other structural consequences.
- The memo states conclusions without tying each one to the controlling clause, statute, regulation, permit condition, or other authority.
- Issues are described but not scaled against the source documents, making relative importance and urgency unclear.

## 3. Legal frameworks / domain conventions that apply
- Equity purchase structure: the target’s contracts are generally not assigned, but change-of-control, change-of-ownership, or indirect transfer provisions may still be triggered.
- Contract interpretation: analyze the exact trigger language, including ownership thresholds, control tests, affiliate expansions, deemed transfers, and notice-only carveouts.
- Closing conditions versus covenants: classify each consent by whether it must be in hand at signing or closing, can be delivered post-closing, or merely requires notice.
- Financing documents: credit agreements, indentures, and similar instruments often contain control-triggered default, payoff, or consent mechanics that must be checked against the closing timeline.
- Government contracts: procurement rules, novation requirements, and agency approval procedures control whether a change in control requires consent, substitution, or notice.
- Regulatory permits: environmental, operating, and sector-specific permits may require amendment, reissuance, or agency consent when ownership changes.
- Lease and real estate agreements: landlord consent, estoppel, or notice requirements may be triggered by ownership or control transfers.
- Entity-governance agreements: shareholder, operating, joint venture, and similar agreements may grant veto rights or transfer-triggered buy-out rights.
- Compliance agreements and consent decrees: agency approval or advance notice may be required before an ownership change takes effect.
- Corporate authority: confirm whether board, member, stockholder, lender, landlord, or governmental approval is required under the governing instrument.

## 4. Analytical scaffolds
- Build the analysis item by item: identify the document, the clause or permit condition, the trigger, the consent mechanism, the timing, and the consequence of noncompliance.
- For each item, apply the same sequence:
  1. identify the governing authority and cite it by name and section or part;
  2. determine whether the contemplated acquisition trigger is reached;
  3. classify the item as condition, covenant, notice, or not required;
  4. note any cross-reference to another agreement, schedule, or filing that changes the analysis;
  5. state the practical effect on closing, operations, economics, or regulatory posture.
- Where the documents give a threshold or scale, use it to calibrate significance, such as ownership percentages, change-of-control definitions, notice periods, term remaining, or exposure under the affected contract.
- Where multiple documents address the same asset or relationship, reconcile them instead of reporting them separately if one controls or supersedes the other.
- For financing items, test the control definition, default mechanics, payoff options, and any consent or waiver path against the proposed closing sequence.
- For government and permit items, identify the issuing body, required filing or approval step, expected timing, and whether interim operation is permitted pending approval.
- For governance items, assess whether the provision creates only a consent right or also a transfer restriction, repurchase right, drag/right-of-first-refusal, put/call, or dissolution trigger.
- If the tracker appears incomplete, compare it against the contracts and permit materials and flag omissions as separate diligence gaps.
- If source documents conflict, state which document appears controlling and why, using the governing hierarchy in the documents or applicable law.
- Every issue should end with the controlling authority, the cross-document interaction, and the consequence of the issue for the buyer or closing process.

## 5. Vertical / structural / temporal relationships
- Distinguish pre-signing, signing-to-closing, closing, and post-closing obligations.
- Distinguish direct consent rights from indirect effects such as default, acceleration, termination, repurchase, forfeiture, or transfer restriction.
- Distinguish entity-level approvals from asset-level approvals and from regulatory approvals.
- Distinguish inherited obligations that survive the equity purchase from obligations that are newly triggered by the transaction.
- Map any sequencing dependencies, including consent before closing, notice after closing, waiver before payoff, or agency approval before operational transfer.
- If a consent depends on another filing or approval, identify that dependency and its timing risk.

## 6. Output structure conventions
- Produce a single consent analysis memorandum in a conventional diligence format.
- Open with a concise executive summary that separates closing blockers, pre-closing action items, and post-closing follow-ups.
- Then organize the body by agreement or topic area: commercial contracts, financing documents, leases, government contracts, permits, entity-governance matters, and any other consent-relevant category in the source set.
- For each item, use a consistent entry format that includes: document; authority; trigger analysis; classification; timing; risk/severity; cross-reference; and consequence.
- Use an explicit ordinal severity scale defined once at the top and apply it consistently across all items.
- Close with a prioritized action plan that assigns each outstanding item to a responsible role and ties the task to a deadline or transaction milestone.
- Include a recommended actions section with imperative verbs, responsible roles, and timing anchors.
- If the source set includes a tracker, update the analysis in a way that can be back-ported into the tracker: status, owner, deadline, and escalation path.
- Keep the memo self-contained and do not rely on unstated assumptions about the transaction structure, governing law, or approval path.