Scenario 02

---
name: review-governance-diligence-scenario-02
task_id: corporate-ma/review-governance-diligence/scenario-02
description: Guides preparation of an M&A governance due diligence memorandum for a reverse triangular merger where charter documents, stockholder agreements, board minutes, and investor rights must all be reviewed for transaction-readiness and governance risk.
activates_for: [planner, solver, checker]
---

# Skill: M&A Governance Due Diligence Memorandum

## 1. Subject-matter triage
- Treat the assignment as a governance-readiness review for a reverse triangular merger, not a generic corporate summary.
- Identify the governing entity, the transaction entities, and the approval path before evaluating any individual document.
- If the source set includes multiple charters, bylaws, minutes, voting arrangements, or investor-rights instruments, review each separately and then synthesize the interaction effects.
- If the diligence email or deal notes identify a specific governance concern, elevate that point into the memorandum’s front-end summary.

## 2. Failure modes the skill is correcting
- Charter documents are reviewed for their terms without testing whether the current governance structure matches the governing charter and bylaws framework.
- Board minutes are reviewed for the existence of merger authorization without testing whether the action was properly adopted, including quorum, vote threshold, recusal, committee process, and documentation of deliberation.
- Stockholder agreements and voting agreements are reviewed for transfer restrictions without separately assessing their effect on post-closing governance and on any required approval path.
- Registration rights are reviewed for content without assessing how they interact with the post-closing capital structure and merger consideration.
- The memorandum lists document terms but does not identify what must happen before closing, what may survive closing, and what may require amendment, waiver, or consent.
- Issues are described in the abstract without tying them to the operative document set, the approval sequence, or the transaction structure.

## 3. Legal frameworks / domain conventions that apply
- Reverse triangular merger governance: evaluate board approval and any stockholder approval required under the applicable corporate statute and the governing organizational documents for each relevant entity.
- Fiduciary process for board approval: assess whether the record reflects a deliberative process, valuation or strategic analysis, identification of conflicts, recusal where needed, and use of a committee or independent directors where relevant.
- Charter and bylaws review: identify class votes, supermajority provisions, staggered board features, advance notice requirements, blank-check authority, and other anti-takeover or approval mechanics affecting closing or post-closing governance.
- Stockholder agreement review: assess transfer restrictions, consent mechanics, drag/lock-up provisions, and any rights that may affect implementation of the merger or the post-closing cap table.
- Voting agreement review: determine whether the commitment package is sufficient to support the required approval path and whether it covers the shares and holders needed for the contemplated action.
- Investor rights and registration rights review: identify consent rights, information rights, preemptive or participation features, and registration rights that may continue, terminate, or require adjustment after the merger.
- Corporate approval mechanics: confirm whether approval is by meeting or written consent, and test notice, record date, timing, and delivery mechanics against the governing documents and applicable law.
- Cite the controlling authority for each legal proposition relied on, including the governing statute, regulation, rule, or recognized corporate-law doctrine applicable to the issue.

## 4. Analytical scaffolds
- Start by mapping the transaction structure: identify the entity to be acquired, the merger vehicle, the parent-side approval path, and the target-side approval path.
- Review the charter and bylaws first to identify voting thresholds, class rights, board composition mechanics, and any provisions that could affect control, timing, or post-closing governance.
- Review board materials next to confirm that approval was actually authorized, by the right decision-maker, with the right quorum and vote, and with an adequate record of conflicts and deliberation.
- Review stockholder and voting arrangements separately: determine who is bound, what action is promised, whether the coverage matches the approval threshold, and whether any consents or waivers are still needed.
- Review investor-rights and registration-rights documents last in the governance chain to determine what survives, what is triggered, and what should be amended or waived as part of signing or closing.
- For each issue, state the governing rule, the document interaction, and the practical consequence for signing, closing, or post-closing governance.
- When multiple entities or multiple approval layers are present, enumerate them explicitly before analysis and analyze each approval path on its own terms.
- If only one entity or one approval path is in scope, state that affirmatively and explain why the review does not split further.
- End the memo with concrete closing steps that translate the diligence findings into action.

## 5. Vertical / structural / temporal relationships
- Distinguish pre-signing diligence issues from signing conditions, closing conditions, and post-closing cleanup.
- Separate target-level governance issues from parent-level governance issues and from intermediate merger-vehicle mechanics.
- Track whether a provision is a current constraint, a closing condition, or a post-closing survival item.
- Note when a document requires action by a board, a committee, stockholders, or holders of a particular class or series, and whether those approvals must occur in sequence.
- If a governance term affects both approval mechanics and future control rights, analyze both effects rather than collapsing them into one point.
- Flag any timing-sensitive requirement, such as notice periods, record-date mechanics, or consent timing, as part of the transaction schedule.

## 6. Output structure conventions
- Produce one governance diligence memorandum in conventional deal-diligence format.
- Lead with an executive summary that states whether the target appears transaction-ready, what the principal governance risks are, and what remains open before closing.
- Follow with document-by-document analysis organized by document family, using standard headings such as charter documents, board approvals, stockholder arrangements, voting arrangements, and investor-rights / registration-rights issues.
- Use concise issue statements followed by the governing rule, the document interaction, and the transaction consequence.
- Include an explicit severity label for each issue using a consistent ordinal scale defined once near the start of the memorandum.
- State the controlling authority for each legal conclusion relied on, rather than relying on implication or shorthand.
- Close with a Recommended Actions section that converts each material issue into an imperative step, assigns it to the appropriate role, and ties it to the signing or closing timeline.
- Keep the memo focused on diligence and transaction readiness; do not draft operative transaction documents unless the assignment expressly requires them.