Scenario 02

---
name: identify-pre-loi-issues-scenario-02
task_id: corporate-ma/identify-pre-loi-issues/scenario-02
description: Guides preparation of a pre-LOI issues memo identifying material risks, information gaps, and inconsistencies that should be resolved or addressed before signing a letter of intent for an environmental services acquisition.
activates_for: [planner, solver, checker]
---

# Skill: Pre-LOI Issue Identification Memorandum

## 2. Failure modes the skill is correcting

- The memo treats disclosed materials as complete and does not separately identify what is missing, unproduced, or too preliminary to support an LOI decision.
- Cross-document inconsistencies are not checked, so summary financials, process materials, and diligence indexes are allowed to conflict without being called out.
- Environmental-services risks are generalized instead of being tied to the sector’s specific permitting, compliance, remediation, and contract-profile issues.
- The analysis does not distinguish between issues that can be handled by LOI language and issues that require a pre-LOI fix, clarification, or diligence condition.
- Findings are described qualitatively but not tied back to the scale or source feature that makes them material.
- The memo lists problems without stating the practical consequence for price, structure, timing, risk allocation, or signing readiness.
- Recommendations are not actioned against a responsible role or near-term deal milestone.

## 3. Legal frameworks / domain conventions that apply

- Pre-LOI diligence is an issue-spotting exercise: the goal is to identify material unknowns, internal inconsistencies, and signing blockers before the buyer commits to LOI economics and process.
- The LOI typically frames price, structure, exclusivity, diligence access, timing, and any conditions or carve-outs that should protect the buyer pending confirmatory diligence.
- Environmental services businesses commonly present regulatory, permitting, waste-handling, remediation, safety, and compliance-history exposure that can affect enterprise value and closing risk.
- Preliminary financial materials should be tested for internal consistency, especially where summary metrics, management slides, and process materials appear to use different periods, definitions, or assumptions.
- Missing diligence categories are themselves findings; a sparse or uneven data-room index often signals risk in the undisclosed area.
- Process-letter limitations matter because they may constrain timing, access, or follow-up requests before LOI submission.

## 4. Analytical scaffolds

- Start by identifying the business model, transaction posture, disclosed financial summary, and any expressly stated risk factors.
- Then compare the main summary materials against each other to find mismatched figures, periods, definitions, or unsupported claims.
- Review the data-room index against standard diligence buckets and flag each category that appears absent, incomplete, or too thin to support a reasoned LOI recommendation.
- For environmental-services-specific issues, test for permits, compliance history, remediation exposure, waste stream handling, safety incidents, and concentration in customers or contracts.
- For each issue, state:
  - the severity using a fixed ordinal scale defined once at the top of the memo;
  - the source figure, period, or other scale that makes the issue material;
  - the other document, schedule, or disclosed item that interacts with or conflicts with it;
  - the downstream consequence for valuation, liability, operations, timing, or signing.
- Classify each item as:
  - a fundamental business or valuation risk that should be resolved before LOI;
  - a transaction-protection issue that may be addressed in LOI language;
  - an information gap that requires supplementation before signing.
- When multiple entities, facilities, periods, contracts, or regulatory topics are in play, enumerate them first and analyze each one separately rather than collapsing them into a single pass.
- End with practical recommendations that allocate next steps to the responsible business, finance, or legal owner and tie them to the LOI timetable.

## 5. Vertical / structural / temporal relationships

- Treat the issue stack as layered:
  - first, basic deal-readiness and information sufficiency;
  - second, financial consistency and valuation support;
  - third, legal and regulatory clearance;
  - fourth, sector-specific operating and remediation risk;
  - fifth, drafting implications for the LOI.
- Distinguish pre-LOI issues from post-LOI diligence items; if a point affects whether the buyer should sign at all, elevate it above ordinary diligence asks.
- When one disclosure depends on another, note the dependency explicitly rather than discussing the issue in isolation.
- If the process letter limits access or timing, state how that constraint affects the reliability of the current materials and the urgency of follow-up.
- Where the source materials include a defined milestone, tie the recommendation to that milestone; otherwise use a relative urgency tied to LOI signing.

## 6. Output structure conventions

- Produce a single pre-LOI issues memorandum.
- Open with a short severity key using a fixed ordinal scale, then a concise executive summary of the most material points.
- Organize the body by issue type, using conventional headings such as financial/valuation, legal/regulatory, sector-specific operational risk, and information gaps.
- Give each issue its own entry with: severity, issue statement, source basis, interacting document or disclosure, consequence, and recommended treatment.
- Include a separate section for missing diligence categories and a separate section for LOI-facing protections or conditions.
- Close with a Recommended Actions section that uses imperative verbs, identifies the responsible role, and gives a timing anchor.
- Use direct, decision-useful prose; avoid generic legal background unless it explains why the point matters for signing.
- Do not reproduce internal document wording verbatim except where the task specifically requires surface verbatim quotes from internal documents.