# Review Board Resolutions Certifications > Guides review of a merger closing document set to identify defects in board resolutions, closing certifications, and merger authorizations, with corrected document drafting and a correspondence letter to opposing counsel. - Skill: `finchipaiorg/review-board-resolutions-certifications` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/review-board-resolutions-certifications` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/review-board-resolutions-certifications/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/review-board-resolutions-certifications --- # Skill: Merger Closing Document Review and Correction ## 1. Subject-matter triage (only if applicable) - Treat the work as a closing-set review for a forward triangular merger: first confirm the transaction structure, then test each authorization, certification, and closing document against that structure. - If multiple entities or closing dates appear in the source set, enumerate them before analysis and review each against the same merger path. - Separate purely clerical defects from defects that affect authority, validity, or closing deliverability; the latter drive drafting and correspondence. ## 2. Failure modes the skill is correcting - Individual document defects are flagged without determining whether the same defect recurs across the closing set and signals a systemic drafting or authorization problem. - Resolutions are checked for substance but not for process, leaving quorum, notice, waiver, and vote mechanics untested. - Certifications are accepted at face value without cross-checking the certified facts against the underlying organizational record and executed closing papers. - Stockholder approval is treated in isolation instead of being reconciled with the charter, bylaws, merger agreement, and any required consent mechanics. - The merger subsidiary’s authority is overlooked, even though the forward triangular structure depends on its valid approval of the transaction. - Defects are described without tying them to the downstream closing consequence, so the user cannot tell which issues block closing, require amendment, or merely merit cleanup. - Document fixes are suggested without indicating the exact corrective action for each instrument or how the correction propagates to related documents. ## 3. Legal frameworks / domain conventions that apply - Forward triangular merger mechanics require the merger subsidiary to merge into the target, with the target surviving as a subsidiary of the acquirer; all closing authorizations must match that structure. - Corporate authorization must be tested under the applicable corporate statute and the governing organizational documents, including board approval authority, stockholder approval thresholds, and any class-vote or consent requirements. - Board action should reflect the applicable statutory rules for board meetings, written consents, quorum, and approval formalities under the governing corporate law. - Stockholder written consent must comply with the applicable corporate statute and the entity’s certificate or charter provisions governing action by consent. - Officers’ certificates should certify only facts that can be verified from the organizational record, good standing evidence, and executed transaction documents. - Secretary’s certificates should attach the currently effective governing documents and the correct resolutions or consents, without stale or incomplete exhibits. - Incumbency certificates should identify authorized signatories and specimen signatures that match the signatories actually used on the closing set. - Closing checklists should reflect deliverable ownership, status, dependencies, and any defect-driven rework needed before close. - The correspondence letter to opposing counsel should be professional, precise, and limited to the document issues requiring correction. ## 4. Analytical scaffolds - Start by listing the documents in scope and classifying each as authorization, certification, checklist item, or correspondence input. - For each document, test in order: correct party names, correct transaction structure, correct authority source, correct execution mechanics, and correct exhibit / attachment set. - Review board resolutions for: correct approval of the merger structure, correct identification of the parties, proper delegation to officers, and evidence of quorum and vote or written consent. - Review the stockholder written consent for: correct approving holders, correct approval threshold, proper dating, and consistency with the merger documents and governing law. - Review the officers’ certificate for each certified fact: match it to the source document or record that supports it; if unsupported, mark it defective. - Review the secretary’s certificate for document currency, completeness of attachments, and consistency between the attached versions and the operative versions in the closing set. - Review the incumbency certificate for signatory authority, title accuracy, and signature matching across the closing documents. - Review any merger-sub authorizing document for complete authority to approve the merger and any related closing action. - For each identified defect, draft the corrected language or corrected document using the same transactional posture but with the defect cured. - Where a defect appears in more than one document, note the interaction so the user can correct the entire set consistently. - For every legal proposition relied on, cite the controlling authority by name and section or comparable authority form used in the source materials or standard corporate practice. - For the issues memo, include a defined ordinal severity scale and apply it consistently to each issue; tie the severity to closing impact. - End the issues memo with a short Recommended Actions block that assigns each action to counsel, an officer, or other responsible role and ties it to the closing timeline. - For the correspondence letter, identify the defect, the requested correction, and the next step needed to clear signing or closing. ## 5. Vertical / structural / temporal relationships (only if applicable) - Track relationships vertically from governing law to charter/bylaws to board action to officer execution to filing or closing deliverable. - Track relationships horizontally across documents so that the same defined term, party name, effective date, and transaction description remain consistent throughout the set. - Track temporal sequence carefully: authorization must precede execution; certifications must reflect the state of affairs as of the certification date; attachments must be current as of closing; and the checklist should distinguish pre-close, signing, and post-close items. - If one document depends on another, treat the dependency as a correction issue when the upstream defect would undermine the downstream instrument. - If a certificate refers to an exhibit or attached version, verify that the exhibit matches the operative document in the package, not an earlier draft. ## 6. Output structure conventions - Produce the issues memo as the primary analytical deliverable, then the corrected transaction documents, then the annotated closing checklist, then the correspondence letter. - Write each corrected document as a standalone, operative closing document; do not leave it as commentary only or as a summary of intended changes. - For any corrected or annotated text, make the correction identifiable in plain text as well as in formatted output, so the change survives conversion to .docx. - Keep the issues memo organized by document, with each issue stated as: defect, why it matters, the controlling authority or governing document basis, the related document interaction, and the closing consequence. - Use a uniform severity label for each issue and a one-line rationale for that label. - Include a concise correction note in each corrected document showing what was fixed and why. - Make the annotated closing checklist operational: show each deliverable, owner, dependency, and status, and reflect any defect-driven follow-up. - Keep the correspondence letter firm but cooperative; request specific revised documents and identify the needed response path. - Before finishing, confirm that each named deliverable is actually drafted, internally consistent, and contains operative text rather than only commentary.