# Draft Vendor Due Diligence Report > Guides preparation of a sell-side vendor due diligence report for distribution to prospective bidders where multi-workstream diligence findings must be organized, qualified, and presented in a form suitable for external disclosure. - Skill: `finchipaiorg/draft-vendor-due-diligence-report` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-vendor-due-diligence-report` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-vendor-due-diligence-report/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Docs & Writing - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-vendor-due-diligence-report --- # Skill: Sell-Side Vendor Due Diligence Report ## 1. Subject-matter triage - Confirm the report is a sell-side VDD for external bidder circulation, not an internal diligence note. - Identify the transaction perimeter, the target entity perimeter, and the document set that governs scope. - If the source materials cover more than one business, jurisdiction, or reporting period, map each separately before synthesis. - If the requested package is incomplete, proceed with the available record but flag the missing inputs in the affected sections and in the summary. - Draft the report itself as the primary deliverable; do not substitute a summary of findings for the report. ## 2. Failure modes the skill is correcting - Findings are stated without the cautionary framing needed for bidder-facing reliance limits. - Separate workstream comments are presented in isolation, without identifying where one issue amplifies another. - Known information gaps are omitted or buried, leaving the report to imply completeness that the record does not support. - Risks are described but not translated into a seller-side response or disclosure posture. - The report reads like a list of notes rather than a coordinated legal diligence product suitable for a sale process. - The narrative assumes all source materials are current without anchoring them to an as-of date. ## 3. Legal frameworks / domain conventions that apply - A VDD report is a disclosure and diligence synthesis product prepared for a sale process; it should be written as a qualified external-facing document, not as privileged internal advice. - Reliance should be expressly limited to the seller’s intended use and the stated audience; the report should make clear that bidders must conduct their own review and that later-updated facts may require supplementation. - The report should be organized by conventional diligence workstreams, with each section tied to the relevant source materials and request categories. - Where the source set identifies legal propositions, cite the governing authority, rule, statute, regulation, or doctrinal source by name and section where available. - Use conventional diligence language for reservations, exceptions, assumptions, and disclosure-based qualification rather than absolute statements. - Where the record supports a risk-allocation response, state the seller’s proposed posture in transaction terms using conventional deal tools such as disclosure, indemnity, escrow, purchase price adjustment, or covenant-based mitigation. - Treat the as-of date as controlling for the report; later developments belong in a supplement or updated version. ## 4. Analytical scaffolds - Build the report from the diligence request tracker and source materials, not from a generic template alone. - For each workstream, extract: core findings, legal significance, missing information, and any proposed allocation response. - Before synthesis, list the workstreams and any distinct jurisdictions, entities, or periods that must be treated separately. - For each identified issue, record: - what the issue is, - where it appears in the source set, - why it matters transactionally or legally, - how it interacts with another workstream or document, - what seller-side response is proposed. - When multiple issues recur across sections, consolidate them in the executive summary as a cross-workstream theme rather than repeating disconnected snippets. - Use the source documents’ own terminology for defined concepts, but do not overquote them; paraphrase unless exact wording is necessary to preserve legal meaning. - If a provision, filing, or process point is material to the analysis, anchor it to the controlling authority or document reference rather than stating the conclusion in the abstract. - If the sources do not support a confident conclusion, say so plainly and identify what additional material would resolve the point. ## 5. Vertical / structural / temporal relationships - Treat the report as layered: executive summary first, then workstream analysis, then an issues-and-responses synthesis where needed. - Keep entity, subsidiary, project, contract, and jurisdiction distinctions intact; do not collapse separate legal relationships into one generalized treatment. - Respect temporal sequencing: - as-of date, - historic facts, - current status, - pending or expected updates. - When a later event changes the significance of an earlier fact, note the change and preserve the original timing. - Where the record contains outstanding requests, tie them to the specific section they affect so the reader can see the residual uncertainty. ## 6. Output structure conventions - Produce a single bidder-ready vendor due diligence report in conventional report form. - Start with an executive summary that states the overall risk profile, principal concerns, and cross-workstream interactions. - Follow with subject-matter workstreams in a commercially familiar order; include only those supported by the source materials, but flag omitted conventional areas if the record is silent. - Within each workstream, use a consistent sequence: - scope or source basis, - findings, - legal or commercial significance, - gaps or reservations, - seller-side response or proposed allocation. - Include a short reliance and qualifications section, including the as-of date and the external-use limitation. - Include a concise cross-workstream issues synthesis where separate findings reinforce one another. - End with a recommended next steps section that gives actionable drafting, disclosure, or diligence follow-up items in imperative form, tied to the responsible role and transaction timing. - Keep the tone neutral, precise, and suitable for distribution to prospective bidders; avoid advocacy, alarmism, or internal shorthand. - Do not invent facts, do not preload calculations or transaction economics, and do not imply completeness where the source record is incomplete.