Use when drafting minutes of a board of directors or board-committee meeting as a corporate record, producing a structured draft for attorney review.
When to use
A user asks to "draft the board minutes" or "write up the minutes" for a meeting that has already taken place or is being memorialized.
The user has meeting materials (agenda, slides, pre-reads, or notes) and needs a minutes document prepared for attorney review before adoption.
A board committee meeting (audit, compensation, nominating/governance, special committee, or other) needs to be memorialized in the same way.
The user wants a starting draft that conforms to the organization's house format before the attorney finalizes it.
Required inputs
Meeting identification: whether this is a full board meeting or a named committee meeting; the date, time, and location or virtual platform.
Notice status: whether proper notice was given (and how) or whether notice was waived.
Attendance: directors or committee members present and absent (by name and capacity); management attendees (name and title); guests (name, firm or role, and the reason for attendance); the name of the person who served as chair; the name of the person who served as secretary.
Quorum status: confirmation from the user that a quorum was or was not present. Do not determine the quorum requirement independently — the applicable threshold must come from the governing documents or be verified against the applicable rules by the attorney. [verify jurisdiction]
Meeting materials: agenda, board or committee slides, pre-reads, proposed resolutions, and any exhibits referenced at the meeting.
Optional but recommended:
A prior set of the organization's minutes for house-format reference.
The organization's preferred minutes style: narrative (full discussion summaries), action-only (resolutions with minimal discussion), or hybrid.
The practice group's practice-profiles/corporate.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Preferred Output Style and Standard Positions tables to benchmark the draft minutes against the group's house style and resolution-form defaults. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If any required input is missing, stop and request it. Do not fabricate attendance lists, resolution language, discussion content, or quorum determinations.
Use when building or updating a transaction closing checklist — conditions precedent, closing deliverables, and pre-closing actions — and identifying what is blocking a deal closing, as draft work product for attorney review.
When to use
A deal team needs to initialize a closing checklist from a purchase agreement, merger agreement, or financing document.
Diligence findings have surfaced pre-closing action items — consents, regulatory filings, board or shareholder approvals, releases, or escrow mechanics — that must be tracked to closing.
The team needs to update the status of existing checklist items and surface what remains open.
A deal is approaching signing or closing and the team wants a consolidated view of open conditions and deliverables for attorney review.
The user asks for a "closing checklist," "conditions checklist," "pre-closing action list," or equivalent.
Required inputs
The transaction agreement (purchase agreement, merger agreement, financing document, or equivalent) — required to initialize the checklist or verify item sourcing. Do not reconstruct or paraphrase conditions from memory or a description alone.
Deal context — deal name, transaction structure (e.g., stock purchase, asset purchase, merger, or financing [CONFIRM: structure]), and parties. If any of these are missing, ask for them before proceeding.
Operating mode — one of: initialize (build from the agreement), add (fold in diligence items), update (revise item status), or status report (surface blocking items and critical path).
Diligence findings — required only for add mode; a list or memo of findings that carry pre-closing action items.
Existing checklist — required for update and status report modes; provide the current checklist to be updated.
Optional: the practice group's practice-profiles/corporate.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Escalation Thresholds tables to benchmark the output and to gate escalation. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If the transaction agreement is not provided and the mode is initialize, stop and request it. Do not construct a checklist from deal-type assumptions alone. If the existing checklist is not provided for update or status report modes, stop and request it.
Use when reviewing provided due-diligence documents for an M&A or investment transaction to extract material issues into a structured, severity-sorted issues memo for attorney review.
When to use
A user asks to "pull issues from these diligence documents," "give me a first-pass issues list," or "flag the red flags in the data room."
The user has uploaded or pasted due-diligence documents and needs a structured issues memo organized by category and severity.
The transaction is an M&A deal or an investment round and a first-pass extraction of material concerns is needed before attorney analysis.
The user needs a gap analysis identifying missing diligence categories or document types.
The user needs a successor-liability sweep surfaced from the provided materials.
Required inputs
The target documents — uploaded or pasted in full. This skill works only from documents provided in the conversation; it does not query a data room or external source.
Deal context — deal name or working title; the user's side (buy-side or sell-side); and the diligence category or categories under review (e.g., corporate, material contracts, IP, employment, litigation).
Materiality threshold — the dollar amount, percentage, or qualitative standard that defines a material issue for this deal. If not supplied, stop and request it before proceeding.
Optional: the firm's or client's preferred diligence categories, severity scheme, and house issues-memo format. Where provided, apply them; where not provided, use the default category and severity framework in this skill.
If the target documents are not provided, stop and request them. Do not reconstruct or assume document contents, defined terms, or diligence findings from background knowledge.
If the materiality threshold is not stated, request it before extracting issues. Applying the wrong threshold silently is a substantive error.
Use when organizing and reviewing an organization's corporate-entity compliance status — periodic filings, registered-agent status, and good standing — into a structured review that flags overdue, due-soon, and unknown items as draft work product for attorney review.
When to use
A user asks to "review our entity compliance," "check our good-standing status," or "organize our filing obligations" across a portfolio of legal entities.
An in-house team or outside counsel wants a structured snapshot of where each entity stands on periodic filing and good-standing obligations before a transaction, audit, or board presentation.
A prior registered-agent compliance report or internal tracker needs to be organized and gap-flagged in attorney-ready format.
The user needs to identify which entities are overdue, due soon, or without a recent good-standing confirmation, so the attorney can prioritize remediation.
Required inputs
Entity list. For each entity:
Legal name (as formed or registered).
Entity type (corporation, LLC, limited partnership, limited liability limited partnership, or other — specify).
Jurisdiction of formation.
Any additional jurisdictions where the entity is qualified or registered to do business (foreign qualification).
Name of registered agent and, if applicable, whether a registered-agent service is managing the compliance calendar.
Formation date or, if unavailable, the approximate year of formation.
Filing obligations the user is tracking. For each obligation:
Filing type (e.g., annual report, biennial report, franchise tax filing, foreign-qualification renewal, registered-agent designation — use the user's own label; do not rename or recharacterize).
Due basis: whether the due date is tied to a fixed calendar date, an anniversary of formation, an anniversary of qualification, or another basis (describe; do not infer).
Last-filed date (or "unknown" if not on file).
Current status as reported by the user: current, due soon, overdue, unknown, or managed by registered-agent service.
Optional but recommended:
A prior compliance review or registered-agent compliance report, to use as a reference for gap identification.
Any notes the user has about dormant or inactive entities under consideration for dissolution.
The practice group's practice-profiles/corporate.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Source-of-Truth Documents tables to benchmark which filings the group treats as routine and where the authoritative records live. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If the entity list is not provided, stop and request it. Do not proceed on a partial entity list without noting which entities are absent and flagging all outputs accordingly. If filing obligations for a given entity and jurisdiction are not provided, record the status as "unknown" and flag it for confirmation — do not supply obligations from model background knowledge.
Use when building the disclosure schedule that lists contracts meeting a transaction agreement's definition of \"Material Contract,\" producing a draft for attorney review before it is delivered as an exhibit.
When to use
A transaction agreement contains a defined term "Material Contract" (or substantively equivalent defined term) and the user needs to populate the corresponding disclosure schedule.
The user has diligence data (a contract inventory, data-room index, or equivalent) and needs those contracts mapped against the agreement's materiality definition.
The deal team needs a working draft of the schedule to circulate internally before attorney review and before the schedule is delivered as an exhibit to the counterparty.
The user needs a separate internal consent-tracking overlay identifying which scheduled contracts require third-party consent or notice in connection with the transaction.
Required inputs
The "Material Contract" definition, pasted verbatim from the transaction agreement (including the section number). This definition controls every inclusion and exclusion determination. The skill cannot proceed without it. [CONFIRM: definition is final, not from a redline draft]
At least one other schedule from the agreement as a format reference, so that the Material Contract Schedule conforms to the agreement's scheduling conventions.
Contract-level diligence data — a contract inventory, data-room index, privilege review log, or equivalent source listing the contracts available for review. Each entry should identify, to the extent available: counterparty, contract title or type, execution date, term or expiration date, estimated or stated value, and data-room location or Bates reference.
Deal context:
Deal name or reference
Transaction structure (stock purchase, asset purchase, or merger)
Any regulated-industry overlay (e.g., government contracting, financial services, healthcare) [VERIFY: regulated-industry requirements — do not assume]
Optional but recommended:
House formatting preferences for schedules, if available.
A prior version of the schedule (for amendment transactions or updates).
If the "Material Contract" definition is not provided, stop and request it. Do not proceed on an assumed or constructed definition. If other required inputs are missing, flag them explicitly and note which workflow steps are blocked until they are supplied.
Use when drafting a board or board-committee action by written consent in lieu of a meeting to produce a structured draft for attorney review.
When to use
A user asks to "draft a written consent," "prepare a board consent," or "document a board action in lieu of a meeting."
The board of directors or a board committee is taking a formal action outside a meeting and needs a consent instrument to evidence that action.
The user has a specific corporate action to document — for example, an officer appointment, an equity grant, a financing approval, or a contract authorization — and the relevant body is acting by written consent rather than at a noticed meeting.
A precedent consent is available for format reference and the user wants to conform the draft to the company's house style.
Required inputs
Action description. A clear, one-sentence description of the action being approved (e.g., "appointment of Jane Smith as Chief Financial Officer effective June 1").
Supporting detail. Names, titles, amounts, counterparty identities, and any specific agreement or instrument that the action authorizes, approves, or references. The more detail provided, the more precise the recitals and resolved paragraphs can be.
Effective date. The date on which the consent is to take effect. If not provided, flag as [CONFIRM: effective date] and note that the effective date is a legal determination in some jurisdictions.
Signatories. The full board, a named committee, or a specific subset, with each signatory's full name and title. If not provided, the draft cannot include accurate signature blocks; stop and request this information.
Director conflicts. Whether any signatory has a disclosed financial or other interest in the action. Even a "none known" confirmation is useful.
Optional — precedent consent. A prior consent from the company for format and house-style reference. If not provided, the draft uses the neutral standard form in templates/written-consent-outline.md and flags it to be conformed to house style.
Optional: the practice group's practice-profiles/corporate.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Preferred Output Style and Standard Positions tables to benchmark the draft against the group's house style and resolution-form defaults. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If the action description or the signatory list is not provided, stop and request it before proceeding. Do not fabricate names, titles, amounts, or agreement terms.