# Identify Disclosure Requirements Based On Ma > Guides preparation of a disclosure schedule checklist that maps each disclosure obligation in a merger agreement to the required content, responsible party, and information source. - Skill: `finchipaiorg/identify-disclosure-requirements-based-on-ma` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-disclosure-requirements-based-on-ma` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-disclosure-requirements-based-on-ma/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/identify-disclosure-requirements-based-on-ma --- # Skill: Disclosure Schedule Obligation Mapping Checklist ## 1. Subject-matter triage - Confirm the target output is a disclosure schedule checklist, not a legal memo or a schedule draft. - Read the merger agreement first, then diligence materials, then any draft schedules; do not infer schedule content from diligence alone. - Determine whether the agreement creates affirmative disclosure lists, exception schedules, or both; the drafting approach differs. - Identify whether schedules are delivered at signing, closing, or both, and whether updates or supplements are permitted or required. ## 2. Failure modes the skill is correcting - The checklist names schedule sections without tying each one to the underlying representation, warranty, covenant, or definition that creates the obligation. - Required content is stated too generally, so the team cannot tell what facts, documents, dates, parties, or exceptions must be gathered. - No owner is assigned to each item, leaving legal, finance, tax, HR, operations, and external advisors to assume someone else is handling it. - Available diligence sources are not mapped, so every item has to be re-sourced manually. - The checklist fails to distinguish between schedules that list required items and schedules that disclose exceptions to a representation or warranty. - The checklist ignores qualifiers such as knowledge, materiality, or specified disclosure standards, which changes how much detail must be included. - Update mechanics are omitted, so the team misses whether a schedule may be brought down, supplemented, or updated before closing. ## 3. Legal frameworks / domain conventions that apply - Disclosure schedules typically operate either as required-item lists or as exception disclosures; treat each schedule according to the function the agreement assigns it. - A disclosure obligation is read against the exact representation, warranty, covenant, definition, or qualification it modifies. - Knowledge, materiality, and similar qualifiers affect the scope of information that must be disclosed and should be captured for each item. - The relevant timing standard is the signing date, delivery date, or closing date specified in the agreement; note the operative date for each disclosure obligation. - If the agreement allows updates or supplements, distinguish initial disclosure content from later bring-down changes and closing-delivery updates. - Where the agreement points to a schedule or exhibit by designation, preserve that designation in the checklist so the drafting team can slot content into the correct place. ## 4. Analytical scaffolds - Start by enumerating every agreement section, definition, exhibit, and covenant that creates or references a disclosure obligation. - For each item, extract four core elements: the schedule designation, the required content, the applicable qualifier, and the disclosure function. - Then identify the source materials that appear to contain the needed facts; if no source exists, mark the item as unavailable or to be confirmed. - Assign a responsible party for each item, using the actual workstream owner where possible and noting external counsel or advisors where they are the natural drafter. - Compare any existing draft schedules against the extracted requirements and flag missing schedules, missing facts, and mismatched designations. - Where multiple business units, entities, asset classes, or time periods are implicated, give each a separate row rather than collapsing them into one generalized entry. - If the agreement requires updates between signing and closing, add a separate note for the initial draft obligation and the update/bring-down obligation. ## 5. Vertical / structural / temporal relationships - Map each disclosure item to the agreement hierarchy it sits within: main representation, related definitions, special disclosure carve-outs, and any linked covenant or closing condition. - Note whether the obligation is upstream, contemporaneous, or downstream from signing, since timing often changes who owns the item and what materials are available. - Where one schedule feeds another section, preserve the dependency so the drafting team understands which item controls if there is overlap. - If an item depends on an external diligence artifact that may change before closing, flag that dependency and state the update trigger. - Separate company-level disclosures from subsidiary-, project-, asset-, employee-, or contract-level disclosures so responsibility and source tracking stay accurate. ## 6. Output structure conventions - Produce a single disclosure schedule checklist intended to be pasted into the working draft document. - Use industry-conventional table columns, such as: - agreement section / source clause - schedule or exhibit designation - required content - disclosure function - qualifier or timing - source document or diligence reference - responsible party - status or open point - Keep the checklist organized by agreement section, with one row per distinct disclosure obligation. - Use concise, operative descriptions rather than narrative summaries. - Where the source material is incomplete, say so directly and identify the missing input needed to finish the item. - Preserve the distinction between required disclosures and exceptions to representations; do not treat all schedule entries as the same drafting exercise. - End with a short action-oriented completion note that identifies any items still awaiting source confirmation or owner assignment.