# Identify Issues In Dpa Anti Kickback > Issue memorandum analyzing a draft deferred prosecution agreement, identifying discrepancies between agreement terms and the investigation record, monitoring cost and selection deficiencies, self-reporting window operational infeasibility, conflicts with existing financial obligations, and related breach/cure concerns. - Skill: `finchipaiorg/identify-issues-in-dpa-anti-kickback` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-issues-in-dpa-anti-kickback` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-issues-in-dpa-anti-kickback/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-issues-in-dpa-anti-kickback --- # Skill: Identify Issues in Draft Deferred Prosecution Agreement — Issue Memorandum ## 1. Subject-matter triage - Treat the draft deferred prosecution agreement as the operative text and the investigation materials as the verification record. - Identify all materially affected provisions, but organize the memo by issue severity rather than by document order. - If the source set contains only one candidate concern in a category, say so explicitly; otherwise enumerate each affected item before analyzing it. - Surface verbatim quotes from internal documents only when necessary to preserve a disputed phrasing, and keep quotations narrow. ## 2. Failure modes the skill is correcting - Factual mismatches in the statement of facts are treated as stylistic issues instead of legal risk drivers; they can expand parallel civil exposure or create an opening for the government to claim additional misconduct was concealed. - Quantitative or categorical assertions in the agreement are accepted without checking them against the investigative record. - Monitor provisions are reviewed for existence only, not for selection fairness, budget discipline, or fee-control mechanics. - The self-reporting deadline is described as “short” without separately evaluating over-reporting pressure and inadvertent-breach risk from compressed internal review cycles. - Existing financing covenants and other contractual commitments are not cross-checked for consent, default, notice, or timing conflicts. - Term length is not assessed against severity, cooperation, and remediation credit. - Breach and cure language is left vague, making compliance obligations difficult to administer and cure periods impractical to use. ## 3. Legal frameworks / domain conventions that apply - The statement of facts is the factual predicate for the deferred prosecution agreement; every material factual assertion should be checked against the investigation record and supporting materials. - Where the agreement includes a monitor, market practice favors a process that gives the company at least limited input on selection and some guardrails on fees, budget approval, or dispute resolution. - Self-reporting obligations should be evaluated under a practical administration standard: the relevant question is whether informed company decision-makers can reasonably recognize, route, and assess the issue before the deadline. - Contractual obligations in the agreement should be compared against existing financing documents and material agreements for covenant, consent, and default conflicts. - The term should be assessed for proportionality to the alleged misconduct and to any cooperation or remediation credit reflected in the draft. - Breach definitions should be objective and administrable; cure periods should be long enough to permit meaningful corrective action in light of the imposed obligations. - Where the memo states a legal effect, identify the governing authority or contractual source supporting that proposition if it appears in the record; avoid unsupported conclusory statements. ## 4. Analytical scaffolds 1. **Statement-of-facts accuracy** - Compare each material assertion in the draft against the investigation record. - For every discrepancy, describe both the draft formulation and the conflicting source description. - State why the mismatch matters: civil exposure, government credibility argument, or scope inflation/understatement risk. 2. **Monitor fee controls** - Check for a fee cap, budget approval, reporting cadence, dispute mechanism, or comparable control. - If absent, identify the economic risk and propose a concrete guardrail. 3. **Monitor selection process** - Determine whether the company has any input into selection, objection rights, or narrowed-slate participation. - If the process is one-sided, flag departure from market practice and propose a structured selection path. 4. **Self-reporting window — over-reporting risk** - Ask whether the deadline pressures the company to report immaterial or unverified matters defensively. - Explain how that pressure can distort internal triage and create unnecessary compliance noise. 5. **Self-reporting window — inadvertent breach risk** - Ask whether legal, operational, and management review can realistically occur within the window. - Evaluate the risk at the point informed internal decision-makers become aware, not at a purely instantaneous discovery moment. 6. **Financial covenant conflicts** - Compare reporting, restriction, or remediation obligations against financing covenants and other material agreements. - Identify any consent, default, acceleration, notice, or amendment consequences. 7. **DPA term** - Compare the term to the seriousness of the misconduct and any cooperation/remediation credit. - If the term appears excessive or thinly supported, recommend a shorter or more calibrated period. 8. **Breach and cure provisions** - Test breach triggers for objective standards and administrative clarity. - Test cure periods for practical sufficiency given the compliance tasks the agreement requires. ## 5. Vertical / structural / temporal relationships - Track how one issue cascades into another: a short reporting window can amplify breach risk, which can in turn trigger cure timing pressure. - Treat financial covenant conflicts as time-sensitive because notice and consent obligations may arise before the DPA deadline or before a reporting event matures. - Distinguish immediate operational burdens from longer-term structural burdens; a monitor cost issue affects budget planning, while a breach definition issue affects day-to-day compliance administration. - If multiple provisions interact, note the interaction explicitly rather than describing each clause in isolation. ## 6. Output structure conventions - Deliver a memorandum in priority order using a conventional issue-spotting format. - Open with a short legend defining a uniform ordinal severity scale, and apply it consistently to every issue. - For each issue, include: - Issue title - Severity - Source document(s) - What the conflict or defect is - Why it matters, including the legal, operational, economic, or litigation consequence - The document comparison or cross-reference that creates the issue - A concrete negotiation recommendation - Every issue entry should close with the practical consequence and a proposed fix; do not leave an issue at description alone. - When a source provides a number, deadline, term, cap, threshold, or other scale, anchor the analysis to that figure rather than using vague language. - End with a standalone Recommended Actions section listing the highest-priority negotiation steps, each in imperative form and tied to the responsible role and any applicable timing anchor from the source set. - Use an issue memorandum style suitable for `dpa-issue-memorandum.docx`; do not mimic a redline, contract draft, or generic research note.