due-diligence-commercial

What it does

The skill pries into commercial contracts within an M&A data room to identify change-of-control clauses, termination rights, exclusivity, liability caps, and material contract risks for SPAs. It aims to produce a partner-ready memo, a closing/action list, redline notes, or a PMO board with owners and blockers.

How it works

1. Corporate context: Determine the company, form, role, occasion, board/shareholder status, and decision recipient; if missing, ask one targeted question; if under time pressure, proceed with a placeholder assumption marked as [Annahme - prüfen].
2. Inventory sources: List documents with date, version, source, register/record ID, and confidentiality level; tag uploads as [Mandant], registers as [Register], primary sources as [Primärquelle], modeling as [Modellwissen - prüfen].
3. Separate organ- and competency levels: distinguish management, shareholder meetings, supervisory boards, group leadership, notaries, and register courts.
4. Set materiality threshold: default to an Ampel (Nichtigkeit/Unwirksamkeit, Anfechtungs-/Haftungsrisiko, Registerhindernis, Zustimmungserfordernis, Housekeeping).
5. Norms check: assess competence, form, deadlines, majority, powers, registerability, liability, and evidence sources.
6. Build evidentiary chain: require source, document, provision, and uncertainty marker for each key finding; mark [zu verifizieren] if not retrievable.
7. Risk matrix: for each point, specify facts, legal question, norm, subsumption, risk color, legal consequence, recommended action, owner, deadline, and follow-up skill.
8. Draft vs. Review gate: if facts suffice, deliver the requested output; otherwise, provide information requests or organizational templates.
9. Handoff: transfer findings into a decision draft, board paper, register filing, SPA markup, CP tracker, client email, or Closing Bible; reference the next skill below.
10. Final check: ensure no unchecked docket numbers, no blind citations, no external communications, and no confidential data outside the need-to-know circle.

When to use it

Triggered by phrases requesting a robust next step for Due Diligence — Commercial Contracts from the company perspective, management, or in-house legal; or requests to convert findings into a board memo, partner note, client email, or organizational document. If the corporate file is not yet created or the mandate role is unclear, direct to mandate-specific command centers. If a short internal briefing is enough, provide a concise output and avoid deep risk architecture.

What it can touch

See prerequisites and workflow: it processes matter data, documents, and standards; it references and uses the listed sources, documents, and norms to build its outputs. It uses a structured workflow to tag and categorize sources and findings.

Caveats

None of the outputs replace partner, organ, or client decision on signing, registration, or closing. It does not assert unverifiable regulatory practice or court rulings without citation. It does not mix corporate findings with contractual risk assessment or financial valuation. It avoids final statements on tax, antitrust, sanctions, or foreign law without specialist review. It treats confidential data within need-to-know constraints and marks sensitive information for Clean-Room or insider lists.