M&A Cold-Start Interview

Purpose

Conduct a structured, staged interview with an M&A practice group — led by a supervising attorney or authorized designee — to gather the information required to populate practice-profiles/m-and-a.md. The skill walks through all eight profile fields in sequence, records every answer, and assembles a filled draft of the profile for the practice group's review and approval. It produces draft legal work product for attorney review — not legal advice and not a final configuration.

Use When

• A team is adopting AgentCounsel and needs to configure practice-profiles/m-and-a.md for the first time.
• An M&A practice group is being onboarded to the library and no current profile exists.
• The library is being stood up for the first time and the M&A area is included in scope.
• A practice group wishes to revisit or rebuild its profile from scratch rather than make incremental updates.

Required Inputs

• A knowledgeable person from the M&A practice group — a supervising attorney or an authorized designee — who can answer questions about the group's jurisdiction, positions, escalation rules, and review requirements.
• Any existing playbooks, templates, source-of-truth documents, or standard-form documents the group already uses, so they can be referenced or cited in the profile.

Do Not Use When

• The group is actively working a live M&A matter. This skill configures the library; it does not support an open matter.
• A practice-profiles/m-and-a.md already exists and is current. In that case this is a refresh, not a cold start — though the skill may still be used to rebuild the profile deliberately.
• No authorized person is available to answer. Do not complete the interview with guessed or inferred answers; record all gaps as [CONFIRM: ...] placeholders.
• The purpose is to handle a specific M&A matter (use the appropriate matter-level skill for that task).

Legal Safety Rules

• Produce draft legal work product for attorney review. This is not legal advice.
• Never guess or infer an answer to any interview question. If the interviewee cannot answer a question, record [CONFIRM: answer required from practice group] and move on.
• The filled profile is a draft. It must be reviewed and explicitly approved by the supervising attorney or practice group before it governs any AgentCounsel work product.
• Do not invent standard positions, clause preferences, escalation thresholds, or review rules. Record only what the interviewee provides.
• Do not include client-specific facts, client names, matter identifiers, or privileged details in the profile. The profile is a reusable group-level configuration, not a matter record.
• Do not state or imply that any threshold, position, or rule in the profile satisfies a legal requirement under any jurisdiction. Jurisdiction-specific legal obligations are for the attorney to verify.
• Flag every item the interviewee defers or leaves open with a visible [CONFIRM: ...] placeholder so the reviewer can see exactly what is unresolved.

Workflow

Stage 1 — Jurisdictions

Ask the interviewee:

• In which countries, states, or provinces does the group form deal entities, perform diligence, and close transactions most frequently?
• Does the group regularly engage cross-border deals, and which deal-side jurisdictions (target operations, regulatory reach) drive most of that work?
• Are there merger-control regimes (HSR, EU, UK, China, India, Brazil) the group regularly files in, and which counsel handles each?
• Does the group regularly engage with foreign-investment-screening regimes (CFIUS, EU FDI, UK NSIA, China security review)?
• Are there sectors or jurisdictions the group treats as out of scope, requiring specialist counsel?

Record answers. Mark any unanswered item [CONFIRM: jurisdiction not yet specified].

Stage 2 — Client and Team Context

Ask the interviewee:

• Does the group represent primarily buy-side, sell-side, or both?
• Are clients primarily financial sponsors, strategics, founders, family offices, or a mix? Confirm the default representation profile.
• How is the team structured — partners, associates, deal coordinators, specialists embedded (tax, IP, antitrust, employment, environmental)?
• Are there client industries or deal types that require special handling — regulated industries, public-company targets, distressed M&A, private-equity portfolio activity?
• How does the group coordinate with specialist counsel (tax, IP, antitrust, environmental, employment) on deal teams?

Record answers. Mark any unanswered item [CONFIRM: client/team context not yet specified].

Stage 3 — Escalation Thresholds

Ask the interviewee:

• Which deal characteristics automatically require escalation or specialist involvement — cross-border, public-company target, regulated industry, sanctioned-counterparty risk, antitrust filing, foreign-investment screening?
• Are there transaction-size or deal-value thresholds that trigger escalation, and what are they?
• When does a reps-and-warranties insurance question, a tax-structuring question, or an antitrust-clearance question require mandatory specialist involvement?
• Which due-diligence findings (material liabilities, fraud indicia, customer concentration concerns) require partner-level escalation regardless of stage?
• Who is the designated escalation contact for M&A matters above the group's thresholds, and what is the expected turnaround?

Record answers. Mark any unanswered item [CONFIRM: escalation threshold not yet specified].

Stage 4 — Preferred Output Style

Ask the interviewee:

• Should M&A work product default to diligence-report format, issues memo, redline + markup format, or closing-checklist format?
• What level of detail does the practice group expect for diligence reports — executive summary, full issue-by-issue analysis, both layered?
• Are there house style rules for risk ratings, deal-breaker flags, or negotiation-leverage notes in M&A work product?
• Does the group produce closing certificates, closing memos, or integration plans in a standard format?
• Are there particular deliverable types — reps & warranties analysis, MAE assessment, indemnification scorecard — for which the group has mandatory format requirements?

Record answers. Mark any unanswered item [CONFIRM: output style preference not yet specified].

Stage 5 — Source-of-Truth Documents

Ask the interviewee:

• What is the group's authoritative form purchase agreement (or library of forms), and where is it stored?
• Is there a reps and warranties schedule library, and how is it kept current?
• What document governs the group's closing-checklist template?
• Does the group maintain a diligence-request-list template, and is it tailored by deal type or sector?
• Is there an integration-playbook reference, and where is it stored?

Record answers and document names. Mark any unanswered item [CONFIRM: source document not yet identified].

Stage 6 — Standard Positions and Playbooks

Ask the interviewee:

• What is the group's default position on indemnification — caps, baskets, deductibles, exclusivity of remedy, sandbagging?
• What is the group's default MAE / MAC definition framework?
• What is the group's default reps & warranties insurance posture — required, preferred, situational?
• What is the group's default position on specific performance, expense reimbursement, or termination fees?
• What is the group's default preference between equity and asset structures, and what factors drive deviation?
• What is the group's default approach to escrows, working-capital adjustments, and earnouts?

Record answers. Mark any unanswered item [CONFIRM: standard position not yet specified].

Stage 7 — Attorney Review Requirements

Ask the interviewee:

• At what stage does attorney review of M&A work product become mandatory — initial diligence summary, LOI, definitive agreement, closing certificates, post-closing integration?
• Are there work-product types for which attorney review is always required regardless of stage — any definitive agreement, any reps & warranties policy, any HSR filing, any CFIUS filing?
• What is the designated reviewer's role — handling attorney, supervising attorney, deal partner, general counsel, board?
• What is the expected turnaround for definitive-agreement markups, and how are urgent reviews (signing readiness, closing-day issues) handled?
• Is there a formal sign-off step before signing, before closing, or before delivering any closing certificate?

Record answers. Mark any unanswered item [CONFIRM: review requirement not yet specified].

Stage 8 — Prohibited Assumptions

Ask the interviewee:

• Are there facts agents must never assume without explicit confirmation — that an entity is in good standing, that quorum was duly met, that filings have been made, that consents are duly authorized, that reps survive in the form drafted?
• Are there M&A-specific risks — fraud, undisclosed liabilities, customer concentration, regulatory non-compliance — where an agent must stop and escalate rather than reason through independently?
• Are there matter types where agents must never proceed beyond intake without direct attorney involvement — public-company targets, distressed transactions, sanctioned-counterparty risk, hostile transactions?
• Are there prior incidents — failed deals, post-closing claims, regulator inquiries — that should be encoded as explicit prohibitions for agents working on M&A matters?

Record answers. Mark any unanswered item [CONFIRM: prohibited assumption not yet specified].

Stage 9 — Assemble the Draft Profile

Compile all answers into a filled draft of practice-profiles/m-and-a.md, populating each of the eight profile sections. For every item that was not answered, insert a visible [CONFIRM: ...] placeholder with enough context for the reviewer to understand what needs to be supplied. Append a list of all open placeholders so the reviewing attorney can see at a glance what remains unresolved.

Output Format

Deliver:

1. Filled draft of practice-profiles/m-and-a.md — all eight sections populated with answers from the interview. Every unanswered item is a visible [CONFIRM: ...] placeholder.
2. Open-items list — an explicit enumeration of every placeholder inserted, with the stage and question it corresponds to, so the reviewing attorney can resolve them efficiently.

Label the entire output: Draft legal work product for attorney review. Not legal advice. This profile draft must be reviewed and approved by the supervising attorney or practice group before it is relied upon.

Attorney Verification Checklist

• [ ] All eight profile sections have been reviewed by a supervising attorney or authorized practice-group representative.
• [ ] Jurisdiction coverage — including merger-control and foreign-investment-screening regimes — is accurately recorded.
• [ ] Specialist-counsel allocation (tax, antitrust, IP, environmental, employment, regulatory) on deal teams is current.
• [ ] Indemnification, MAE, and reps-and-warranties insurance defaults reflect the group's current market posture.
• [ ] Closing checklists and reps schedules referenced are current.
• [ ] Signing, closing, and filing deadlines are marked [deadline verification required] in any deliverable that depends on them.
• [ ] No client-specific facts, matter identifiers, or privileged details appear in the profile.
• [ ] All [CONFIRM: ...] placeholders have been resolved or explicitly accepted as pending.
• [ ] The approved profile has been saved to practice-profiles/m-and-a.md and its effective date recorded.
• [ ] A process for periodic profile review and update has been identified.

Full raw SKILL.md

---
name: M&A Cold-Start Interview
description: "Use when an M&A practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions."
practice_area: setup
task_type: interview
jurisdictions: []
risk_level: low
requires_attorney_review: true
inputs:
  - "Access to an M&A attorney or authorized designee"
  - "The practice group's jurisdictions and client context"
  - "Standard positions, escalation thresholds, and review requirements"
outputs:
  - "Filled M&A practice profile draft for attorney review"
related_skills:
  - skills/m-and-a/acquisition-diligence-request-list/SKILL.md
  - skills/m-and-a/purchase-agreement-issue-list/SKILL.md
  - skills/m-and-a/closing-deliverables-tracker/SKILL.md
tags:
  - setup
  - cold-start
  - practice-profile
  - configuration
  - m-and-a
---

# M&A Cold-Start Interview

## Purpose

Conduct a structured, staged interview with an M&A practice group — led by a supervising attorney or authorized designee — to gather the information required to populate `practice-profiles/m-and-a.md`. The skill walks through all eight profile fields in sequence, records every answer, and assembles a filled draft of the profile for the practice group's review and approval. It produces draft legal work product for attorney review — not legal advice and not a final configuration.

## Use When

- A team is adopting AgentCounsel and needs to configure `practice-profiles/m-and-a.md` for the first time.
- An M&A practice group is being onboarded to the library and no current profile exists.
- The library is being stood up for the first time and the M&A area is included in scope.
- A practice group wishes to revisit or rebuild its profile from scratch rather than make incremental updates.

## Required Inputs

- A knowledgeable person from the M&A practice group — a supervising attorney or an authorized designee — who can answer questions about the group's jurisdiction, positions, escalation rules, and review requirements.
- Any existing playbooks, templates, source-of-truth documents, or standard-form documents the group already uses, so they can be referenced or cited in the profile.

## Do Not Use When

- The group is actively working a live M&A matter. This skill configures the library; it does not support an open matter.
- A `practice-profiles/m-and-a.md` already exists and is current. In that case this is a refresh, not a cold start — though the skill may still be used to rebuild the profile deliberately.
- No authorized person is available to answer. Do not complete the interview with guessed or inferred answers; record all gaps as `[CONFIRM: ...]` placeholders.
- The purpose is to handle a specific M&A matter (use the appropriate matter-level skill for that task).

## Legal Safety Rules

- Produce draft legal work product for attorney review. This is not legal advice.
- Never guess or infer an answer to any interview question. If the interviewee cannot answer a question, record `[CONFIRM: answer required from practice group]` and move on.
- The filled profile is a draft. It must be reviewed and explicitly approved by the supervising attorney or practice group before it governs any AgentCounsel work product.
- Do not invent standard positions, clause preferences, escalation thresholds, or review rules. Record only what the interviewee provides.
- Do not include client-specific facts, client names, matter identifiers, or privileged details in the profile. The profile is a reusable group-level configuration, not a matter record.
- Do not state or imply that any threshold, position, or rule in the profile satisfies a legal requirement under any jurisdiction. Jurisdiction-specific legal obligations are for the attorney to verify.
- Flag every item the interviewee defers or leaves open with a visible `[CONFIRM: ...]` placeholder so the reviewer can see exactly what is unresolved.

## Workflow

**Stage 1 — Jurisdictions**

Ask the interviewee:
- In which countries, states, or provinces does the group form deal entities, perform diligence, and close transactions most frequently?
- Does the group regularly engage cross-border deals, and which deal-side jurisdictions (target operations, regulatory reach) drive most of that work?
- Are there merger-control regimes (HSR, EU, UK, China, India, Brazil) the group regularly files in, and which counsel handles each?
- Does the group regularly engage with foreign-investment-screening regimes (CFIUS, EU FDI, UK NSIA, China security review)?
- Are there sectors or jurisdictions the group treats as out of scope, requiring specialist counsel?

Record answers. Mark any unanswered item `[CONFIRM: jurisdiction not yet specified]`.

**Stage 2 — Client and Team Context**

Ask the interviewee:
- Does the group represent primarily buy-side, sell-side, or both?
- Are clients primarily financial sponsors, strategics, founders, family offices, or a mix? Confirm the default representation profile.
- How is the team structured — partners, associates, deal coordinators, specialists embedded (tax, IP, antitrust, employment, environmental)?
- Are there client industries or deal types that require special handling — regulated industries, public-company targets, distressed M&A, private-equity portfolio activity?
- How does the group coordinate with specialist counsel (tax, IP, antitrust, environmental, employment) on deal teams?

Record answers. Mark any unanswered item `[CONFIRM: client/team context not yet specified]`.

**Stage 3 — Escalation Thresholds**

Ask the interviewee:
- Which deal characteristics automatically require escalation or specialist involvement — cross-border, public-company target, regulated industry, sanctioned-counterparty risk, antitrust filing, foreign-investment screening?
- Are there transaction-size or deal-value thresholds that trigger escalation, and what are they?
- When does a reps-and-warranties insurance question, a tax-structuring question, or an antitrust-clearance question require mandatory specialist involvement?
- Which due-diligence findings (material liabilities, fraud indicia, customer concentration concerns) require partner-level escalation regardless of stage?
- Who is the designated escalation contact for M&A matters above the group's thresholds, and what is the expected turnaround?

Record answers. Mark any unanswered item `[CONFIRM: escalation threshold not yet specified]`.

**Stage 4 — Preferred Output Style**

Ask the interviewee:
- Should M&A work product default to diligence-report format, issues memo, redline + markup format, or closing-checklist format?
- What level of detail does the practice group expect for diligence reports — executive summary, full issue-by-issue analysis, both layered?
- Are there house style rules for risk ratings, deal-breaker flags, or negotiation-leverage notes in M&A work product?
- Does the group produce closing certificates, closing memos, or integration plans in a standard format?
- Are there particular deliverable types — reps & warranties analysis, MAE assessment, indemnification scorecard — for which the group has mandatory format requirements?

Record answers. Mark any unanswered item `[CONFIRM: output style preference not yet specified]`.

**Stage 5 — Source-of-Truth Documents**

Ask the interviewee:
- What is the group's authoritative form purchase agreement (or library of forms), and where is it stored?
- Is there a reps and warranties schedule library, and how is it kept current?
- What document governs the group's closing-checklist template?
- Does the group maintain a diligence-request-list template, and is it tailored by deal type or sector?
- Is there an integration-playbook reference, and where is it stored?

Record answers and document names. Mark any unanswered item `[CONFIRM: source document not yet identified]`.

**Stage 6 — Standard Positions and Playbooks**

Ask the interviewee:
- What is the group's default position on indemnification — caps, baskets, deductibles, exclusivity of remedy, sandbagging?
- What is the group's default MAE / MAC definition framework?
- What is the group's default reps & warranties insurance posture — required, preferred, situational?
- What is the group's default position on specific performance, expense reimbursement, or termination fees?
- What is the group's default preference between equity and asset structures, and what factors drive deviation?
- What is the group's default approach to escrows, working-capital adjustments, and earnouts?

Record answers. Mark any unanswered item `[CONFIRM: standard position not yet specified]`.

**Stage 7 — Attorney Review Requirements**

Ask the interviewee:
- At what stage does attorney review of M&A work product become mandatory — initial diligence summary, LOI, definitive agreement, closing certificates, post-closing integration?
- Are there work-product types for which attorney review is always required regardless of stage — any definitive agreement, any reps & warranties policy, any HSR filing, any CFIUS filing?
- What is the designated reviewer's role — handling attorney, supervising attorney, deal partner, general counsel, board?
- What is the expected turnaround for definitive-agreement markups, and how are urgent reviews (signing readiness, closing-day issues) handled?
- Is there a formal sign-off step before signing, before closing, or before delivering any closing certificate?

Record answers. Mark any unanswered item `[CONFIRM: review requirement not yet specified]`.

**Stage 8 — Prohibited Assumptions**

Ask the interviewee:
- Are there facts agents must never assume without explicit confirmation — that an entity is in good standing, that quorum was duly met, that filings have been made, that consents are duly authorized, that reps survive in the form drafted?
- Are there M&A-specific risks — fraud, undisclosed liabilities, customer concentration, regulatory non-compliance — where an agent must stop and escalate rather than reason through independently?
- Are there matter types where agents must never proceed beyond intake without direct attorney involvement — public-company targets, distressed transactions, sanctioned-counterparty risk, hostile transactions?
- Are there prior incidents — failed deals, post-closing claims, regulator inquiries — that should be encoded as explicit prohibitions for agents working on M&A matters?

Record answers. Mark any unanswered item `[CONFIRM: prohibited assumption not yet specified]`.

**Stage 9 — Assemble the Draft Profile**

Compile all answers into a filled draft of `practice-profiles/m-and-a.md`, populating each of the eight profile sections. For every item that was not answered, insert a visible `[CONFIRM: ...]` placeholder with enough context for the reviewer to understand what needs to be supplied. Append a list of all open placeholders so the reviewing attorney can see at a glance what remains unresolved.

## Output Format

Deliver:

1. **Filled draft of `practice-profiles/m-and-a.md`** — all eight sections populated with answers from the interview. Every unanswered item is a visible `[CONFIRM: ...]` placeholder.
2. **Open-items list** — an explicit enumeration of every placeholder inserted, with the stage and question it corresponds to, so the reviewing attorney can resolve them efficiently.

Label the entire output: **Draft legal work product for attorney review. Not legal advice. This profile draft must be reviewed and approved by the supervising attorney or practice group before it is relied upon.**

## Attorney Verification Checklist

- [ ] All eight profile sections have been reviewed by a supervising attorney or authorized practice-group representative.
- [ ] Jurisdiction coverage — including merger-control and foreign-investment-screening regimes — is accurately recorded.
- [ ] Specialist-counsel allocation (tax, antitrust, IP, environmental, employment, regulatory) on deal teams is current.
- [ ] Indemnification, MAE, and reps-and-warranties insurance defaults reflect the group's current market posture.
- [ ] Closing checklists and reps schedules referenced are current.
- [ ] Signing, closing, and filing deadlines are marked `[deadline verification required]` in any deliverable that depends on them.
- [ ] No client-specific facts, matter identifiers, or privileged details appear in the profile.
- [ ] All `[CONFIRM: ...]` placeholders have been resolved or explicitly accepted as pending.
- [ ] The approved profile has been saved to `practice-profiles/m-and-a.md` and its effective date recorded.
- [ ] A process for periodic profile review and update has been identified.