# Ecvc Draft Markup Merger Agreement > Marking up a merger agreement from the target's perspective requires reviewing closing conditions, remedy allocation, outside-date timing, tax-related provisions, and any post-closing contingent consideration protections, then preparing a redline and supporting commentary. - Skill: `finchipaiorg/ecvc-draft-markup-merger-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-draft-markup-merger-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-draft-markup-merger-agreement/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/ecvc-draft-markup-merger-agreement --- # Skill: Draft Markup of Merger Agreement ## 1. Subject-matter triage - Confirm whether the deal is a reverse triangular merger, whether the target is the acquired entity, and whether any special regulatory, tax, licensing, or third-party consent issues change the standard target-side markup posture. - Separate mandatory closing mechanics from negotiable risk allocation. Treat conditions precedent, covenants, remedies, termination rights, and any contingent value provisions as distinct workstreams. - Identify whether the agreement is intended to preserve a tax-deferred structure, whether employee or benefits matters are implicated, and whether post-signing operating covenants affect value preservation. ## 2. Failure modes the skill is correcting - The markup improves economics but fails to add the operational protections needed to preserve the target’s ability to satisfy closing conditions, tax requirements, or post-closing value metrics. - The outside date remains too short for approvals, transfer steps, notices, or third-party consents that are required before closing. - Remedy language is revised piecemeal, leaving specific performance, termination fees, damages, and exclusivity of remedies internally inconsistent. - Tax-facing provisions are edited without aligning the representations, covenants, and closing conditions that support the intended tax treatment. - Contingent consideration is negotiated without corresponding conduct covenants, access rights, calculation mechanics, and dispute procedures. - The target-side position is asserted without a concrete counterproposal or without tying the point to the relevant article or clause. ## 3. Legal frameworks / domain conventions that apply - Market MAE drafting typically uses broad systemic carve-outs, then restores risk allocation through a disproportionate-effects qualifier and related exceptions; review the definition as a system, not clause by clause. - Remedy provisions should be read together with termination rights, survival periods, fee provisions, and any equityholder-specific limitations so the agreement states who can seek what relief, against whom, and when. - Where tax-deferred treatment is expected, review the form of consideration, tax covenants, tax representations, and any post-signing cooperation obligations for consistency with that objective. - If the transaction depends on consents, approvals, assignments, novations, or similar transfer steps, the closing timetable and outside date must reflect realistic process timing rather than the signing party’s preferred date. - If contingent consideration is included, the draft should prevent post-closing conduct that could artificially depress or impede the metric, and it should provide information rights and a dispute process sufficient to test the calculation. - General contract interpretation principles, including reading defined terms consistently and avoiding internal contradiction, should guide every markup position. ## 4. Analytical scaffolds - Begin by identifying the target-side ask for each significant provision, then test whether the draft allocates risk, timing, and remedies in a way that is commercially coherent. - For each issue, state the current drafting problem, the target-side counterproposal, and the reason the change is needed. - When a provision depends on another clause, cross-read them together before editing so the redline does not solve one problem while creating another. - When multiple provisions address the same topic, choose a single drafting fix that harmonizes the set instead of making duplicative edits in isolation. - For each term-sheet deviation or negotiation point, tie the comment to the relevant article, explain the target’s position, and state the concrete substitute language or drafting direction. - Where the source materials identify a controlling rule, statute, regulation, or leading authority, cite it in the commentary when relying on that proposition. - Use an ordinal severity scale for commentary items and apply it consistently across the memo; reserve the highest severity for provisions that threaten closing, value preservation, or remedy certainty. - End each issue entry with the practical consequence to the target and the recommended drafting move. ## 5. Vertical / structural / temporal relationships - Track how pre-closing covenants, closing conditions, and post-closing obligations interact over time; a concession in one phase may require a compensating restriction in another. - Align the outside date with the longest realistic approval or consent path, not the shortest expected one. - Test whether a post-signing covenant continues through closing or survives after closing, and whether the duration matches the protected interest. - If contingent consideration spans multiple measurement periods, treat each period as a separate operational risk check and assess the interplay of conduct covenants, information access, and dispute timing. - Read remedy provisions vertically with termination and fee provisions, and horizontally with any indemnity or escrow structure, to avoid conflicting exclusivity language. ## 6. Output structure conventions - Produce the redline as a true markup artifact and make every substantive edit legible in plain text as well as in formatting. Use explicit textual change markers for additions, deletions, and substitutions, and attach a brief rationale to each substantive change. - Draft the markup commentary memo as an advisory issue list organized by article or provision family, not as a narrative essay. - Include for each entry: a short issue title, severity, the target-side position, the counterproposal, the rationale, and the practical consequence if the point is not fixed. - Where several provisions relate to the same theme, group them under one heading but preserve separate entries for each distinct drafting point. - End the memo with a Recommended Actions section that gives the next drafting step, the responsible role, and a timing anchor tied to signing, signing-to-closing, or the relevant approval milestone. - Ensure the redline file is the primary deliverable and contains operative markup, not merely a description of intended changes; the memo is secondary and should summarize, not replace, the markup. - Before finalizing, verify that both requested files exist, are non-empty, and contain substantive redline content and commentary rather than placeholders or summaries.