# Markup Management Rollover Agreement > Guides management-side redline of a sponsor-drafted rollover agreement using a firm playbook and markup instructions, with a prioritized cover memo explaining each proposed change at a category level. - Skill: `finchipaiorg/markup-management-rollover-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/markup-management-rollover-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/markup-management-rollover-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/markup-management-rollover-agreement --- # Skill: Management-Side Rollover Agreement Markup ## 1. Subject-matter triage - Treat the rollover agreement as one component of a broader PE-backed LBO package. - First confirm the agreement’s economic mechanics, governance terms, and transfer mechanics are directionally consistent with the transaction summary, cap table, and related equity documents. - If the source set contains multiple equity holders, tranches, classes, or rollover cohorts, enumerate them before drafting so each receives the correct treatment. - Flag any internal inconsistency between the draft and the transaction architecture before making provision-level edits. ## 2. Failure modes the skill is correcting - The redline changes isolated provisions without first checking whether the rollover economics and equity structure fit together across the transaction materials. - Departure-based forfeiture language is narrowed or expanded without aligning the corresponding purchase-price mechanics for different separation scenarios. - The cover memo lists edits but does not explain the commercial rationale from the rolling manager’s perspective, reducing its negotiation value. - Call option pricing is adjusted without distinguishing among trigger events that may warrant different market-standard price frameworks. - Vesting, acceleration, transfer restrictions, and dilution protection are reviewed in a vacuum instead of as an integrated equity package. - Markup comments are descriptive only and do not tell the counterparty what change is sought and why it matters. - The redline is rendered only through visual styling, making it brittle in document conversion or downstream review. ## 3. Legal frameworks / domain conventions that apply - Management-side rollover markup typically protects the rolling participant’s economic participation, governance posture, liquidity position, and exit economics. - Good leaver / bad leaver architecture should be tested for trigger precision, pricing symmetry, and consistency with departure-based forfeiture mechanics. - Call option provisions should be checked for trigger-specific pricing, exercise mechanics, and consistency with analogous leaver or drag provisions. - Vesting and acceleration terms should be reviewed for change-in-control, IPO, termination, and partial-vesting mechanics where market practice supports them. - Good reason drafting should be tested against material diminution in compensation, duties, authority, title, reporting line, or location, as applicable in the source set. - Tag-along, drag-along, transfer restriction, anti-dilution, and preemptive rights provisions should be reviewed as a single liquidity-and-protection package. - Any legal or market-standard proposition stated in the markup or memo should be tied to the governing authority or practice source reflected in the materials or generally recognized for the asset class. ## 4. Analytical scaffolds - Read the markup instructions first and extract each specific position, fallback, and priority. - Read the playbook second and convert each provision-type guideline into a drafting target. - Read the transaction summary and equity materials third to confirm the relevant holder classes, rollover path, and high-level economics. - Review the sponsor draft provision by provision and compare each clause to the playbook and instructions. - For each clause requiring change, decide whether the edit is a deletion, insertion, or substitution, then draft a plain-text markup that survives export. - Attach a short comment to each substantive edit explaining the commercial reason for the change from the management participant’s perspective. - Where a clause can vary by trigger, draft separately for each trigger rather than using one generalized pass. - Where multiple related protections interact, test the combined package rather than treating each clause as independent. - Prepare the memo after the redline exists, and summarize the changes by priority and business impact rather than by clause order alone. ## 5. Vertical / structural / temporal relationships - Check how the rollover agreement interacts vertically with the broader LBO structure, including the equity rollover vehicle, sponsor sale mechanics, and any related organizational documents. - Check how rights and obligations move across time: signing, closing, vesting periods, departure events, equity exit, and post-closing transfer windows. - Check whether a change in one provision alters the operation of another, especially for leaver definitions, call rights, drag rights, and pricing mechanics. - If the agreement addresses multiple trigger events, separate them by event and analyze each event’s effect on price, timing, and holder rights. - If the materials contain more than one cohort or class, treat each cohort separately and confirm whether the same drafting point applies to all of them. ## 6. Output structure conventions - Produce the redlined rollover agreement first and ensure it is complete before the memo is finalized. - Use robust plain-text markup for every substantive change, not just visual track changes: identify deletions, insertions, and substitutions explicitly in the text itself. - Annotate each substantive change with a short bracketed rationale comment that states the business or legal reason for the edit. - Keep comments concise and category-level; do not turn the markup into a treatise. - Use a prioritized cover memo that groups issues by urgency or significance, with each entry stating: - the issue in high-level terms, - the playbook position being applied, - the management-side rationale, - the recommended revision. - Include an explicit recommendation section at the end of the memo with action verbs, the responsible role, and a timing anchor tied to the transaction milestone or the source instructions. - If severity is used in the memo, define the ordinal scale once and apply it consistently to each entry. - Do not rely on styling alone for changes; the plain-text markup must be sufficient to identify every edit. - Before finishing, verify that both deliverables are created, non-empty, and contain operative content rather than a summary of what should be done.