Draft Bid Procedures Motion

Skill: Draft Bid Procedures Motion

1. Subject-matter triage

• Confirm the source set supports a chapter 11 sale process, the requested auction timetable, and any sale-order conditions that affect bid procedures.
• Draft the motion as the primary deliverable first; draft the issues memorandum only after the motion file is complete and non-empty.
• If the source set contains multiple transaction parties, assets, or timelines, enumerate them before drafting so each procedure is tied to the correct deal component.

2. Failure modes the skill is correcting

• Agent produces only a memo and omits the operative motion and proposed order.
• Agent leaves out standard section 363 sale mechanics: sale authority, free-and-clear relief, bidding protections, bidder qualification standards, cure handling, notice, auction mechanics, and back-up bid mechanics.
• Agent narrows bidder protections or assurance requirements to one bidder class instead of applying them across all qualified bidders.
• Agent states conclusions about sale protections or free-and-clear relief without naming the statutory or case authority supporting them.
• Agent drafts the issues memorandum without severity labels, concrete recommendations, or transaction-specific risk analysis.

3. Legal frameworks / domain conventions that apply

• Section 363(b) and Section 363(f) of the Bankruptcy Code govern use of sale authority and sale free and clear of interests; the motion should identify the statutory basis or bases for the requested relief.
• Section 105(a), Section 363(k), and Sections 365(b), 365(f), and 365(u) often inform sale procedures, credit-bid treatment, assignment mechanics, and cure handling.
• Stalking horse protections should be framed as process protections justified under the business judgment standard and supported by the case record, not as automatic entitlements.
• Bidder qualification standards should be objective, commercially reasonable, and applied to all bidders; adequate assurance should be required from each qualified bidder where relevant.
• Overbid increments, deposit requirements, and bid deadlines should be calibrated to preserve competitive tension without chilling participation.
• Credit-bid limitations or conditions must be treated cautiously and tied to statutory authority and any requested court findings.
• Pre-closing third-party approvals, antitrust clearance, and consent conditions should be built into the procedures timeline when the source documents make them relevant.
• Any proposed cure-claim process should distinguish undisputed amounts, disputed amounts, and the mechanism for resolving disagreement before assumption or assignment.
• Any proposed auction cancellation, adjournment, or back-up bidder provision should be anchored to the transaction timeline and the proposed order.

4. Analytical scaffolds

• Motion organization should follow a conventional sale-procedures arc: background and transaction context; jurisdiction and legal basis; requested relief; proposed bidding procedures; stalking horse protections; notice and objection mechanics; cure-claim process; auction and sale hearing mechanics; and proposed order.
• For each requested procedure, identify the transaction function it serves, the legal basis supporting it, and any interaction with another sale term or timeline event.
• When more than one bidder class, consent set, contract group, or milestone exists, treat each as a distinct procedural lane and draft procedures that work across all lanes.
• In the issues memorandum, pair each risk with: the governing authority; the source-document hook that creates the risk; the practical effect on timing, value, or closing certainty; and a concrete fix.
• Use ordinal severity labels consistently across the issues memorandum:
  • Critical: likely blocks approval or closing absent revision.
  • High: material litigation, timing, or value risk.
  • Medium: meaningful drafting or process risk that should be corrected.
  • Low: refinement or cleanup item with limited downside.
• Close each issue with the transaction consequence and the recommended fix; do not leave issues as abstract drafting observations.
• If the source documents give specific economic inputs, deadline dates, or deal milestones, tie the analysis to those inputs; otherwise anchor the discussion to the relevant sale hearing, auction, or closing milestone identified in the source set.

5. Vertical / structural / temporal relationships

• Track the sale process in sequence: motion filing, notice period, bid deadline, qualification review, auction, sale hearing, order entry, and closing.
• Make each procedure temporally coherent with the others; the bid deadline, objection deadline, and auction date should not conflict, and back-up bidder or deposit provisions should fit within the same sequence.
• If a cure process depends on assumption/assignment timing, show that relationship explicitly so the procedures do not force premature contract treatment.
• If a stalking horse protection extends past auction or hearing dates, confirm the proposed duration matches the closing timeline and any interim financing or approval milestones.
• If multiple asset groups or contract sets are being sold, state whether the procedures operate jointly or separately and whether one timetable controls all sale components.

6. Output structure conventions

• Produce two files: bid-procedures-motion.docx and issues-memorandum.docx.
• Draft the motion in conventional sections, using operative sale language rather than a project summary.
• Include a proposed order as an exhibit or appended order text in the motion package.
• In the motion, state the relief requested with the governing authority named in the text; do not rely on generic references alone.
• In the issues memorandum, use one entry per issue with this structure: Problem, Governing Authority, Impact, Recommendation, Severity.
• End the issues memorandum with an explicit Recommended Actions block that assigns each action to a responsible role and ties it to a filing, auction, hearing, or closing milestone.
• Before finishing, verify by name that each required file exists, is non-empty, and contains the operative drafting rather than a description of the drafting.