Track Third Party Consents

---
name: track-third-party-consents
task_id: corporate-ma/track-third-party-consents
description: Guides completion of a consent tracker, preparation of a consent analysis memo, and drafting of tailored consent request letters for an acquisition closing where multiple material contracts require consent, notice, or payoff coordination.
activates_for: [planner, solver, checker]
---

# Skill: Third-Party Consent Tracking and Request Letters

## 1. Subject-matter triage

- Treat this as a multi-output acquisition-closing task with three distinct work products: the tracker is the primary artifact, the memo is advisory support, and the letters are execution drafts.
- Start by identifying every contract, notice obligation, consent right, payoff requirement, and related closing dependency in the source set; do not analyze only the most obvious change-of-control provisions.
- If the source set includes multiple counterparties, categories, or timing buckets, enumerate them before analysis and process each item separately.
- Distinguish items that are closing conditions from items that are pre-closing covenants or post-closing notices; do not flatten urgency across all items.
- If only one consent item is actually in scope, say so affirmatively and explain why the surrounding contracts do not require separate treatment.

## 2. Failure modes the skill is correcting

- The tracker is completed by listing contracts without testing the actual triggering language against the transaction structure.
- Assignment provisions and change-of-control provisions are treated as interchangeable even when they operate differently.
- Generic change-of-control letters are used instead of letters tailored to the specific clause, counterparty, and requested action.
- Closing-critical consents are not separated from notices, waivers, acknowledgments, and covenant deliverables.
- Payoff and lien-release mechanics are not sequenced with lender consent analysis.
- The memo states conclusions without tying them to the controlling contractual language and the governing legal framework.
- The deliverables omit a clear next-step recommendation for business and legal owners.

## 3. Legal frameworks / domain conventions that apply

- Review each contract individually for the operative clause, the defined trigger, the transaction structure, and the exact action required.
- Apply the assignment-versus-change-of-control distinction where both concepts appear; a transaction may implicate one, both, or neither.
- Credit arrangements may require consent, waiver, refinancing, or payoff coordination; map those obligations to the closing sequence and any release mechanics.
- Equity transfers, merger mechanics, asset transfers, internal restructurings, and indirect ownership changes can trigger different contractual outcomes; match the structure to the clause.
- Labor, IP, joint venture, supply, customer, and real estate arrangements often use different consent mechanics and may require separate treatment.
- Draft consent letters to identify the specific agreement, the operative provision, the nature of the transaction, and the exact approval, waiver, notice, or acknowledgment requested.
- When citing legal propositions in the memo, identify the controlling source by name and section or other specific locator used in the source materials, or by the generally recognized authority that governs the issue.

## 4. Analytical scaffolds

- Review the acquisition agreement excerpts first to determine what must be obtained, by when, and whether the item is a closing condition, covenant, or post-closing obligation.
- Build a contract-by-contract inventory from the master list and the material contracts; for each item, identify the clause, trigger, trigger analysis, required action, responsible party, deadline, and status.
- For each contract, test the proposed transaction against the clause text before assigning a consent requirement.
- If the source documents identify a hierarchy of conditions, waivers, approvals, or payoff steps, carry that sequencing into the tracker and memo.
- Use prior deal letters only as structural references; tailor each draft to the specific counterparty relationship and the precise consent asked for.
- Prepare the memo by contract category or functional bucket, and for each bucket explain the governing framework, the contract-specific findings, and the closing implication.
- End the memo with a concrete recommendations section that states what should be done, by whom, and on what timeline.

## 5. Vertical / structural / temporal relationships

- Closing-condition consents outrank covenant deliverables in the timeline and should be clearly flagged in the tracker.
- If payoff or release of indebtedness is required, coordinate the lender consent, payoff letter, and lien release with the overall closing sequence.
- A junior release may depend on a senior payoff or written release; preserve those dependencies rather than treating each consent as standalone.
- Some approvals are needed before signing, some between signing and closing, and some after closing; reflect that timing in the tracker and memo.
- Where a consent request depends on a particular transaction step having already occurred or being simultaneously effective, state that sequencing explicitly.

## 6. Output structure conventions

- Produce three separate deliverables: a consent tracker, a consent analysis memorandum, and consent request letters.
- Consent tracker: use an organized table by contract category or functional group, with one row per contract and fields for the clause, trigger analysis, required action, timing, owner, dependency, and current status.
- Consent analysis memorandum: organize by category or issue area; for each section, state the governing framework, the contract-specific findings, the timing implications, and the closing impact.
- Consent request letters: draft one tailored letter per counterparty or consent recipient, matching the specific contract and requested action.
- Use conventional acquisition-diligence phrasing, but keep the drafts ready for direct use rather than descriptive summaries.
- Before finishing, verify that the tracker is populated, the memo is substantive, and each letter corresponds to a real tracked item.