Securities and Capital Markets Cold-Start Interview

Purpose

Conduct a structured, staged interview with a securities and capital markets practice group — led by a supervising attorney or authorized designee — to gather the information required to populate practice-profiles/securities-capital-markets.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/securities-capital-markets.md for the first time.
• A securities and capital markets 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 securities and capital markets 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 securities and capital markets 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 securities and capital markets matter. This skill configures the library; it does not support an open matter.
• A practice-profiles/securities-capital-markets.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 securities and capital markets 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 jurisdictions does the group advise on securities matters — US (SEC, FINRA, state blue-sky), UK (LSE), Canada (TSX), Hong Kong, Singapore, others?
• Does the group regularly engage with foreign listing exchanges or ADR programs?
• Are there sector-specific securities regimes (banking, insurance, energy) the group regularly engages with?
• Does the group regularly engage with private-placement regimes across multiple jurisdictions?
• Are there jurisdictions or sectors the group treats as out of scope, requiring specialist outside 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 issuers, underwriters, placement agents, investors, or a mix?
• What types of securities matters does the group handle most frequently — public-company reporting, capital raises (IPO, follow-on, debt), M&A securities-side, private placements, advisory?
• How is the team structured — partners, associates, capital-markets specialists, public-company-reporting specialists?
• How does the group coordinate with auditors, financial printers, transfer agents, and stock exchanges?
• Are there client categories — emerging-growth companies, smaller reporting companies, foreign private issuers, sponsors with multiple portfolio companies — that require special handling?

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

Stage 3 — Escalation Thresholds

Ask the interviewee:

• Which matters automatically require escalation — material non-disclosure, Reg FD risk, insider-trading risk, Reg S-X audit issue, non-GAAP measure compliance, SEC inquiry, SEC investigation?
• Are there transaction-size or registration-status thresholds that trigger escalation?
• When does a materiality question, a disclosure question, or a Reg-FD question require immediate review?
• Which deliverables (registration statement, periodic report, press release, Form 8-K) require partner-level review regardless of stage?
• Who is the designated escalation contact for securities matters, 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 securities work product default to memo format, disclosure-issue list format, redline format, or closing-checklist format?
• What level of detail does the practice group expect — executive summary, full citation-supported analysis, both layered?
• Are there house style rules for citation format, materiality flags, or open-items lists in securities work product?
• Does the group produce comfort-letter backup requests, closing-checklist drafts, or D&O questionnaire summaries in standard formats?
• Are there particular deliverable types — registration statements, periodic reports, press releases — 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 library of registration-statement and periodic-report templates, and where is it stored?
• Is there a comfort-letter backup or due-diligence template, and how is it kept current?
• What document governs the group's closing-checklist template for offerings?
• Are there D&O questionnaires, officer-and-director questionnaire templates, or other diligence instruments the group treats as authoritative?
• Does the group maintain a sector-specific reference for offering disclosures, MD&A, or non-GAAP measure compliance?

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 materiality threshold framework, and how is it documented?
• What is the group's default Reg FD posture — who has authority to speak with analysts, how is selective disclosure prevented, what are the contemporaneous-public-disclosure rules?
• What is the group's default selective-disclosure protocol?
• What is the group's default non-GAAP measure usage and reconciliation framework?
• What is the group's default approach to insider-trading windows, blackout periods, and 10b5-1 plans?
• What is the group's default approach to forward-looking-statement safe-harbor framing?

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 securities work product become mandatory — drafting stage, financial-printer proof stage, filing stage, post-filing amendment stage?
• Are there work-product types for which attorney review is always required regardless of size — any prospectus, any periodic report, any earnings release, any Form 8-K, any private-placement memo?
• What is the designated reviewer's role — handling attorney, supervising securities partner, disclosure committee chair, general counsel?
• What is the expected turnaround for periodic-report review, and how are urgent reviews (8-K events, earnings releases, market-moving developments) handled?
• Is there a formal sign-off step — disclosure committee, officer certifications, attorney certification — before any filing or release?

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 a transaction is exempt from registration, that materiality is settled, that selective disclosure does not occur, that audit comfort is reliable, that a press release is consistent with prior public disclosure?
• Are there securities-specific risks — insider trading, Reg FD violation, material non-disclosure, ITC posture, foreign-issuer disclosure — 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 — any registration statement, any 8-K event, any private-placement memo, any securities-fraud claim?
• Are there prior incidents — SEC inquiries, comment letters, restatements — that should be encoded as explicit prohibitions for agents working on securities 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/securities-capital-markets.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/securities-capital-markets.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 foreign exchanges and ADR programs — is accurately recorded.
• [ ] Reporting calendar and filing deadlines are accurately captured and marked [deadline verification required] in any related deliverable.
• [ ] Disclosure committee structure and Reg FD protocol reflect the group's current considered practice [ATTORNEY TO CONFIRM].
• [ ] Materiality, non-GAAP, and forward-looking-statement defaults reflect current SEC guidance [Verify current law].
• [ ] Insider-trading windows, blackout periods, and 10b5-1 plan defaults are current.
• [ ] 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/securities-capital-markets.md and its effective date recorded.
• [ ] A process for periodic profile review and update has been identified.

Full raw SKILL.md

---
name: Securities and Capital Markets Cold-Start Interview
description: "Use when a securities and capital markets 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 a securities and capital markets attorney or authorized designee"
  - "The practice group's jurisdictions and client context"
  - "Standard positions, escalation thresholds, and review requirements"
outputs:
  - "Filled securities and capital markets practice profile draft for attorney review"
related_skills:
  - skills/securities-capital-markets/public-company-reporting-calendar-intake/SKILL.md
  - skills/securities-capital-markets/offering-document-disclosure-review/SKILL.md
  - skills/securities-capital-markets/comfort-backup-request-tracker/SKILL.md
tags:
  - setup
  - cold-start
  - practice-profile
  - configuration
  - securities-capital-markets
---

# Securities and Capital Markets Cold-Start Interview

## Purpose

Conduct a structured, staged interview with a securities and capital markets practice group — led by a supervising attorney or authorized designee — to gather the information required to populate `practice-profiles/securities-capital-markets.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/securities-capital-markets.md` for the first time.
- A securities and capital markets 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 securities and capital markets 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 securities and capital markets 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 securities and capital markets matter. This skill configures the library; it does not support an open matter.
- A `practice-profiles/securities-capital-markets.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 securities and capital markets 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 jurisdictions does the group advise on securities matters — US (SEC, FINRA, state blue-sky), UK (LSE), Canada (TSX), Hong Kong, Singapore, others?
- Does the group regularly engage with foreign listing exchanges or ADR programs?
- Are there sector-specific securities regimes (banking, insurance, energy) the group regularly engages with?
- Does the group regularly engage with private-placement regimes across multiple jurisdictions?
- Are there jurisdictions or sectors the group treats as out of scope, requiring specialist outside 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 issuers, underwriters, placement agents, investors, or a mix?
- What types of securities matters does the group handle most frequently — public-company reporting, capital raises (IPO, follow-on, debt), M&A securities-side, private placements, advisory?
- How is the team structured — partners, associates, capital-markets specialists, public-company-reporting specialists?
- How does the group coordinate with auditors, financial printers, transfer agents, and stock exchanges?
- Are there client categories — emerging-growth companies, smaller reporting companies, foreign private issuers, sponsors with multiple portfolio companies — that require special handling?

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

**Stage 3 — Escalation Thresholds**

Ask the interviewee:
- Which matters automatically require escalation — material non-disclosure, Reg FD risk, insider-trading risk, Reg S-X audit issue, non-GAAP measure compliance, SEC inquiry, SEC investigation?
- Are there transaction-size or registration-status thresholds that trigger escalation?
- When does a materiality question, a disclosure question, or a Reg-FD question require immediate review?
- Which deliverables (registration statement, periodic report, press release, Form 8-K) require partner-level review regardless of stage?
- Who is the designated escalation contact for securities matters, 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 securities work product default to memo format, disclosure-issue list format, redline format, or closing-checklist format?
- What level of detail does the practice group expect — executive summary, full citation-supported analysis, both layered?
- Are there house style rules for citation format, materiality flags, or open-items lists in securities work product?
- Does the group produce comfort-letter backup requests, closing-checklist drafts, or D&O questionnaire summaries in standard formats?
- Are there particular deliverable types — registration statements, periodic reports, press releases — 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 library of registration-statement and periodic-report templates, and where is it stored?
- Is there a comfort-letter backup or due-diligence template, and how is it kept current?
- What document governs the group's closing-checklist template for offerings?
- Are there D&O questionnaires, officer-and-director questionnaire templates, or other diligence instruments the group treats as authoritative?
- Does the group maintain a sector-specific reference for offering disclosures, MD&A, or non-GAAP measure compliance?

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 materiality threshold framework, and how is it documented?
- What is the group's default Reg FD posture — who has authority to speak with analysts, how is selective disclosure prevented, what are the contemporaneous-public-disclosure rules?
- What is the group's default selective-disclosure protocol?
- What is the group's default non-GAAP measure usage and reconciliation framework?
- What is the group's default approach to insider-trading windows, blackout periods, and 10b5-1 plans?
- What is the group's default approach to forward-looking-statement safe-harbor framing?

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 securities work product become mandatory — drafting stage, financial-printer proof stage, filing stage, post-filing amendment stage?
- Are there work-product types for which attorney review is always required regardless of size — any prospectus, any periodic report, any earnings release, any Form 8-K, any private-placement memo?
- What is the designated reviewer's role — handling attorney, supervising securities partner, disclosure committee chair, general counsel?
- What is the expected turnaround for periodic-report review, and how are urgent reviews (8-K events, earnings releases, market-moving developments) handled?
- Is there a formal sign-off step — disclosure committee, officer certifications, attorney certification — before any filing or release?

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 a transaction is exempt from registration, that materiality is settled, that selective disclosure does not occur, that audit comfort is reliable, that a press release is consistent with prior public disclosure?
- Are there securities-specific risks — insider trading, Reg FD violation, material non-disclosure, ITC posture, foreign-issuer disclosure — 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 — any registration statement, any 8-K event, any private-placement memo, any securities-fraud claim?
- Are there prior incidents — SEC inquiries, comment letters, restatements — that should be encoded as explicit prohibitions for agents working on securities 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/securities-capital-markets.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/securities-capital-markets.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 foreign exchanges and ADR programs — is accurately recorded.
- [ ] Reporting calendar and filing deadlines are accurately captured and marked `[deadline verification required]` in any related deliverable.
- [ ] Disclosure committee structure and Reg FD protocol reflect the group's current considered practice `[ATTORNEY TO CONFIRM]`.
- [ ] Materiality, non-GAAP, and forward-looking-statement defaults reflect current SEC guidance `[Verify current law]`.
- [ ] Insider-trading windows, blackout periods, and 10b5-1 plan defaults are current.
- [ ] 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/securities-capital-markets.md` and its effective date recorded.
- [ ] A process for periodic profile review and update has been identified.