Scenario 02

---
name: draft-target-diligence-profile-scenario-02
task_id: corporate-ma/draft-target-diligence-profile/scenario-02
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 advisory synthesis: the output is a diligence profile that converts source-doc findings into decision-useful risk judgments for an investment committee.
- Start by cataloging the available source documents and identifying the diligence workstreams actually present in the record; if only one document set or one issue family exists, say so explicitly rather than implying broader coverage.
- Separate confirmed findings from open requests, missing attachments, and items mentioned but not yet received.
- Do not dilute the profile into a document-by-document recitation; prioritize deal significance, cross-workstream interactions, and closing implications.

## 2. Failure modes the skill is correcting
- The profile summarizes each diligence workstream separately without synthesizing findings across workstreams to identify compounding risk factors.
- Environmental findings are reported without assessing deal-structuring implications, including allocation of remediation costs, escrow requirements, indemnification mechanics, and related protections.
- Legal diligence findings are described without risk ratings or deal-impact characterizations that an investment committee needs to make go/no-go decisions.
- Financial summary data is reported without cross-checking against legal diligence findings to identify inconsistencies or undisclosed liabilities.
- Information gaps are noted but not translated into specific follow-up, timing, or pre-signing / pre-closing implications.
- The memo reads as descriptive background instead of an investment-grade risk profile with actionable protections.

## 3. Legal frameworks / domain conventions that apply
- Target diligence profiles should translate diligence into transaction risk: what was found, why it matters, how severe it is, and what protection or follow-up is needed before signing or closing.
- Risk ratings should be ordinal and used consistently across categories and individual findings; define the scale once and apply it uniformly.
- Environmental diligence in M&A should be analyzed through recognized environmental condition, contamination, remediation, reporting, and allocation concepts; identify whether the issue is a pricing matter, indemnity matter, escrow matter, insurance matter, or a closing-condition matter.
- Insurance diligence should be tested against known operational and legal exposures, with gaps framed as coverage adequacy issues rather than as standalone coverage descriptions.
- Legal and regulatory findings should be assessed against controlling authority where relevant, including the specific statute, regulation, rule, or doctrine that makes the issue material.
- Financial diligence should be cross-checked against legal, regulatory, environmental, and insurance findings to confirm whether disclosed liabilities and contingencies appear reflected in the picture presented to the committee.
- Process and timing should be read against the deal timetable: note what is still outstanding, what can be cured before signing, and what should be reserved for closing or post-closing.

## 4. Analytical scaffolds
- Organize the memo by investment-committee logic: business overview, financial profile, legal/regulatory, environmental, insurance, and overall risk synthesis.
- For each category, state: the finding, why it matters to the transaction, the risk rating, and the deal protection or follow-up step.
- When more than one issue, period, counterparty, facility, site, policy, or claim is in scope, enumerate them first and then analyze each one separately; do not collapse distinct items into a single blended assessment.
- For every material issue, include the scale of the issue from the source record, the document or workstream it interacts with, and the downstream consequence for economics, operations, compliance, litigation posture, or closing.
- Cross-reference environmental exposures against insurance coverage, and legal exposures against the financial summary, so the profile reflects cumulative rather than siloed risk.
- Distinguish between confirmed problems, likely exposures, and unresolved diligence gaps.
- State the legal authority or source basis for any legal conclusion relied on, rather than asserting materiality in conclusory terms.
- End each issue assessment with the practical implication for the deal: revise price, require escrow, add indemnity, seek insurance, impose a covenant, condition closing, or continue diligence.

## 5. Vertical / structural / temporal relationships
- Capture how issues move through the transaction timeline: pre-signing diligence, signing conditions, interim covenants, closing conditions, and post-closing indemnification or remediation.
- Note when a risk is not just standalone but compound: for example, an environmental concern may create insurance inadequacy, which in turn affects reserve sizing and indemnity structure.
- Where the source record reflects stages or deadlines, tie recommendations to those milestones rather than using generic urgency language.
- If the record shows no support for a proposed issue, identify the absence as a timing or information gap instead of inferring facts.
- Highlight whether a problem is already incurred, contingent, recurring, or forward-looking, because timing changes the protection needed.

## 6. Output structure conventions
- Produce a single memo suitable for an investment committee and organized with an executive summary followed by themed analysis sections and a closing synthesis.
- Use concise headings that reflect industry-conventional diligence categories; do not mirror any hidden checklist or rubric wording.
- In the executive summary, give the overall risk posture, the principal deal-breakers or value drivers, and the most important protections or next-step asks.
- In each analysis section, keep the same internal logic: finding, risk rating, significance, cross-reference, and recommended protection or follow-up.
- Use an explicit ordinal risk scale defined once at the outset, and apply it consistently across all identified issues.
- Include a clear Recommended Actions section at the end with imperative actions, the responsible role, and the timing anchor drawn from the deal process or source documents.
- If there are unresolved document requests or missing diligence items, list them as follow-up actions and tie each to the relevant pre-signing or pre-closing milestone.
- Preserve a decision-oriented tone: the memo should read like an investment committee briefing, not a source-document digest.