# Draft Purchase Price Adjustment Memo > Guides preparation of a post-closing purchase price adjustment memorandum where closing balance sheet line items are disputed, the adjustment mechanism must be applied, and dispute resolution procedures must be analyzed. - Skill: `finchipaiorg/draft-purchase-price-adjustment-memo` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-purchase-price-adjustment-memo` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-purchase-price-adjustment-memo/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-purchase-price-adjustment-memo --- # Skill: Post-Closing Purchase Price Adjustment Memorandum ## 1. Subject-matter triage - Treat the assignment as a post-closing working capital analysis tied to an acquisition agreement’s purchase price adjustment mechanism. - Determine at the outset whether the preliminary closing balance sheet raises one dispute or multiple distinct disputed items; if multiple items exist, analyze each separately rather than rolling them into a single net variance. - Identify the controlling accounting definitions, the target working capital, the review/objection timeline, and the dispute escalation path before drafting conclusions. - If the source set contains only one disputed item, say so affirmatively and explain why no item-by-item breakdown is needed. ## 2. Failure modes the skill is correcting - Disputed line items are identified but not quantified individually, leaving the net buyer-seller difference unstated. - The objection notice deadline and the consequence of missing it are not addressed, obscuring urgency. - The independent accounting firm dispute resolution mechanism — including firm identity, finality of determination, and cost-allocation rule — is omitted or described incompletely. - Offsetting errors on both sides of the adjustment (items understated versus items overstated) are not accounted for in the net calculation. - The memo describes issues abstractly but does not connect each one to the governing agreement language, the relevant accounting principle, and the transaction consequence. - Recommendations are missing, untethered to a responsible role, or untethered to the transactional deadline. ## 3. Legal frameworks / domain conventions that apply - The acquisition agreement controls the purchase price adjustment mechanics, including the definition of working capital, the target amount, and the timing of notice and response rights. - Objection provisions generally require item-specific notice, an amount in dispute, and the basis for disagreement; broad reservation language is usually insufficient to preserve every item. - Failure to timely object typically waives the right to contest items not raised within the contractual review period. - Unresolved disputes commonly go to an independent accounting firm whose determination is final and binding, subject to the agreement’s stated scope. - Cost allocation for the accounting expert usually turns on relative success or proximity to each party’s position, as set by the agreement. - Working capital adjustment mechanics are ordinarily dollar-for-dollar: actual closing net working capital above or below the target changes the purchase price accordingly. - Apply the agreement’s accounting principles and any hierarchy of accounting standards or historical practices before importing external accounting assumptions. - Cite the controlling authority for each legal proposition used: the acquisition agreement section, the incorporated accounting principles, and the dispute-resolution provision. ## 4. Analytical scaffolds - Start by extracting the governing figures: purchase price adjustment formula, target working capital, review period, objection deadline, and dispute forum. - Enumerate every disputed asset, liability, reserve, accrual, or cutoff item before analyzing them; for each item, capture the buyer position, seller position, and the stated basis for each position. - For each disputed item, compare the preliminary closing balance sheet against the agreement’s accounting definitions and the relevant supporting schedules or notices. - For each item, close the analysis by stating: - the scale or amount at issue, - the clause, schedule, or accounting definition that controls, - the practical consequence if the position is adopted or rejected. - Reconcile all buyer-favorable and seller-favorable adjustments into a single net purchase price impact only after each item has been analyzed separately. - If the agreement imposes a notice deadline, calculate the remaining time from the reference date in the source documents and state the consequence of missing the deadline. - If the dispute resolution mechanism names a neutral accounting firm, identify the firm, describe the scope of its authority, state whether its decision is final and binding, and explain the cost-allocation rule. - Where the documents reveal offsetting line items, present both directions of movement so the memo does not overstate one side’s position. ## 5. Vertical / structural / temporal relationships - The acquisition agreement governs over the preliminary closing balance sheet; the balance sheet is evidence, not the operative source of rights. - The notice period is temporal and must be treated as a hard sequencing issue: review first, objection next, escalation only if unresolved. - Item-level disputes sit below the global net working capital number; do not skip directly to the net figure without preserving the underlying components. - If the agreement cross-references accounting policies, schedules, or prior practice, resolve apparent conflicts in that order rather than by intuition. - The memorandum should distinguish between present entitlement, disputed entitlement, and post-dispute resolution outcomes. ## 6. Output structure conventions - Single deliverable: a purchase price adjustment memorandum saved as `purchase-price-adjustment-memo.docx`. - Use an industry-conventional memorandum structure: background and governing framework; disputed items by category; net purchase price adjustment analysis; objection deadline and waiver risk; dispute resolution procedure; recommended next steps. - For each disputed item, include the parties’ positions, the controlling authority, the amount or scale in dispute, and the downstream transaction consequence. - Include a short recommendations section at the end that states the action, the responsible role, and the timing anchor drawn from the documents. - Keep the memo self-contained and commercially readable; avoid litigation-style argument unless the source documents make adversarial framing necessary. - Confirm in the final working draft that the operative memo content is present in the file and that the file is not empty before delivery.