due-diligence-commercial-und-legal

What it does

The skill focuses on Due Diligence for Commercial Contracts within M&A data rooms, evaluating key contracts for change-of-control clauses, termination rights, exclusivity, liability caps, and material contract risks related to SPA reps. It uses statutes and norms to guide verification and delivers outputs such as risk-rated contract lists, red-flag memos, and implications for SPA. It emphasizes separating role, deadline, responsibility, and output, and it instructs to work along a concrete inspection line while keeping distinct the legal, procedural, and evidentiary outputs.

How it works

• It begins by clarifying the role, objective, and required output, identifying who acts, the decision to be made, the deadline, and the needed deliverable.
• It marks deadlines and urgent risks first, using only domain-specific deadlines and applying strict separation of reminders like objections, notices, expedients, and limitations.
• It verifies core norms and statutes relevant to corporate steps (e.g., BRAO, BORA, FAO, BNotO, StBerG, WPO, PAO; and sector-specific references) and ensures live checks for law changes. It distinguishes between responsible parties and recipients (mandant, opponent, authorities).
• It instructs collection of documents and evidentiary materials, identifies gaps, and prompts live checks for current normative changes and agency practice.
• It outputs include a partner-ready memo, closing action list, redline notes, or PMO-board with owners and blockers.
• It maintains a strict standard to verify sources for every major assertion and avoid unverified authorities.
• It guides through workflow steps to separate corporate, contractual, and risk outputs and to escalate if facts are insufficient.

When to use it

Typische Auslöser:

• The user requests a robust next step for Due Diligence — Commercial Contracts from a corporate/Geschäftsführung/Gesellschafter perspective.
• The user asks for a Board/Partner note, mandant mail, or organ document based on due diligence findings.
• The user asks which registry, resolution, compliance, or deadline items are missing.

What it can touch

• It relies on documents and norms; it instructs to inventory sources with dates, versions, sources, and confidentiality levels, marking items as [Mandant], [Register], [Primärquelle], or [Modellwissen - prüfen].
• It outputs a decision-support matrix including risk, norms, and recommended actions, and may generate an Information Request or Matter-Update entry.

Caveats

• It does not replace partner, organ, or mandate decisions on signing, filing, or closing.
• It does not automatically communicate with external parties.
• It requires verifiable sources for legal claims; no blind citations from model knowledge are allowed.
• It warns against misusing confidential information and mandates need-to-know handling.