# Identify Pe Target Contract Issues > Guides preparation of a comprehensive issues memo for a target contract review in a private-equity acquisition where a heterogeneous contract set spanning commercial agreements, leases, employment, and licenses must be assessed for material risks. - Skill: `finchipaiorg/identify-pe-target-contract-issues` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-pe-target-contract-issues` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-pe-target-contract-issues/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-pe-target-contract-issues --- # Skill: PE Acquisition Target Contract Review Issue Identification ## 2. Failure modes the skill is correcting - The review summarizes contract terms without isolating provisions that affect closing, integration, or post-closing economics. - Preferential rights are noted without testing whether the transaction structure actually triggers them. - Employment agreements are summarized at a high level without identifying constraints that affect retention, integration, or separation planning. - Lease and license provisions are reviewed without distinguishing consent, termination, or operational continuity risks. - Findings are presented as a flat list rather than a ranked issues memo that helps the deal team triage urgency. - The memo states conclusions without tying each issue to source-document thresholds, related clauses, and deal consequences. - The analysis flags legal risk without naming the governing contract doctrine or legal rule that makes the issue material. ## 3. Legal frameworks / domain conventions that apply - Target contract review should identify: change-of-control and anti-assignment restrictions; required consents; termination or modification rights on closing; preferential rights; unusual indemnity, liability, audit, or IP ownership terms; and operational constraints that may affect post-closing performance. - Preferential rights analysis should distinguish among rights of first refusal, rights of first offer, matching rights, and consent rights, and should test whether the proposed deal structure triggers them. - License review should focus on change-of-control triggers, sublicensing limits, assignment restrictions, source-code or audit access, and any termination or suspension rights that may be invoked after closing. - Employment review should focus on non-compete, non-solicitation, garden-leave, change-of-control, severance, retention, and restrictive-covenant provisions that affect integration and talent continuity. - Lease review should focus on landlord consent, assignment and subletting limits, transfer restrictions, renewal mechanics, and modification rights that may be implicated by a reorganization or acquisition. - The analysis should cross-check diligence summaries, contract schedules, and exception lists for consistency and unresolved flags. - State controlling authority for each legal proposition relied on, including the relevant contract doctrine, statute, regulation, rule, or other recognized authority that supports the issue characterization. ## 4. Analytical scaffolds - Start by inventorying the source materials and, if the materials divide by contract type, enumerate the full set of contracts, schedules, and diligence summaries before analyzing individual items. - Identify the transaction structure assumed by the source set and test each contract against that structure, including equity transfer versus asset transfer where relevant. - For each commercial agreement, assess anti-assignment language, change-of-control consent triggers, termination rights, exclusivity, MFN-style provisions, preferential rights, and liability allocation. - For each employment agreement, assess restrictive covenants, severance on change of control, acceleration, notice periods, and any post-employment restraints that may complicate integration. - For each lease, assess transfer, assignment, subletting, landlord consent, estoppel, renewal, and modification rights, and whether any corporate reorganization carveout applies. - For each license or technology agreement, assess change-of-control triggers, assignment restrictions, sublicensing permissions, audit rights, support obligations, and any termination or repricing rights. - For any notice, waiver, consent, or consent-status evidence, confirm whether it matches the contract requirement, the correct counterparty, the required form, and the required timing. - When multiple contracts present the same issue type, analyze each separately rather than collapsing them into a single representative issue. - For every issue, state: the contractual trigger or threshold, the related clause or document that interacts with it, the governing legal authority, and the specific downstream consequence for the buyer. - Treat the memo as an advisory deliverable: pair each diagnosis with a practical next step or mitigation path. ## 5. Vertical / structural / temporal relationships (only if applicable) - Separate pre-signing diligence questions from signing, closing, and post-closing risks. - Distinguish conditions precedent to closing from covenants that run after closing. - Distinguish enterprise-level risks from contract-specific risks and from business-line operational risks. - If a provision is triggered only by a certain change in ownership percentage, control standard, or transfer mechanic, analyze the triggering event against the contemplated transaction mechanics. - If a contract interacts with a schedule, addendum, side letter, amendment, consent, or waiver, read the documents together and resolve any inconsistency. - If timing matters, note whether notice, cure, election, or consent deadlines have already run or will run before closing. ## 6. Output structure conventions - Produce a single issues memorandum suitable for a PE deal team. - Open with a short executive summary that identifies the highest-risk deal execution items and the main post-closing integration issues. - Define a uniform ordinal severity scale once near the top, and apply it consistently to every issue. - Organize the body by contract category, then by individual contract or issue cluster, using a conventional memo format rather than a checklist dump. - For each issue, include a severity label, a concise issue statement, the governing authority or controlling contract principle, the relevant source-document cross-reference, the threshold or scope indicator from the materials, and the downstream consequence. - Where helpful, group related issues by theme, but keep each material contract-specific issue visible. - End with a Recommended Actions section that gives imperative next steps, identifies the responsible role, and ties each action to a transaction milestone or other timing anchor from the materials. - Use plain-English but lawyerly prose; do not overquote source materials, and do not reproduce internal phrasing verbatim when paraphrase will do. - Deliver the memo as the final substantive work product; do not substitute a summary of review steps for the issues analysis itself.