Closing Checklist

Closing Checklist

Purpose

Build and maintain a structured transaction closing checklist that captures every condition precedent, closing deliverable, and pre-closing covenant drawn from the transaction agreement. The skill can initialize a checklist from the agreement, fold in items surfaced by diligence, update item status, and produce a blocking and critical-path summary. It produces draft legal work product for attorney review — not legal advice and not a closing certification.

Use When

• A deal team needs to initialize a closing checklist from a purchase agreement, merger agreement, or financing document.
• Diligence findings have surfaced pre-closing action items — consents, regulatory filings, board or shareholder approvals, releases, or escrow mechanics — that must be tracked to closing.
• The team needs to update the status of existing checklist items and surface what remains open.
• A deal is approaching signing or closing and the team wants a consolidated view of open conditions and deliverables for attorney review.
• The user asks for a "closing checklist," "conditions checklist," "pre-closing action list," or equivalent.

Required Inputs

• The transaction agreement (purchase agreement, merger agreement, financing document, or equivalent) — required to initialize the checklist or verify item sourcing. Do not reconstruct or paraphrase conditions from memory or a description alone.
• Deal context — deal name, transaction structure (e.g., stock purchase, asset purchase, merger, or financing [CONFIRM: structure]), and parties. If any of these are missing, ask for them before proceeding.
• Operating mode — one of: initialize (build from the agreement), add (fold in diligence items), update (revise item status), or status report (surface blocking items and critical path).
• Diligence findings — required only for add mode; a list or memo of findings that carry pre-closing action items.
• Existing checklist — required for update and status report modes; provide the current checklist to be updated.
• Optional: the practice group's practice-profiles/corporate.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Escalation Thresholds tables to benchmark the output and to gate escalation. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.

If the transaction agreement is not provided and the mode is initialize, stop and request it. Do not construct a checklist from deal-type assumptions alone. If the existing checklist is not provided for update or status report modes, stop and request it.

Do Not Use When

• The user wants transaction documents drafted (a purchase agreement, merger agreement, ancillary documents, or similar) — route to the appropriate drafting skill.
• The user wants a diligence issues list or red-flag report — use diligence-issue-extraction.
• The user wants a material-contracts disclosure schedule built — use material-contract-schedule.
• The user wants a certification that closing conditions have been satisfied and the deal is ready to close — that is a legal conclusion requiring attorney review and sign-off; this skill does not produce it.
• The document provided is not a transaction agreement (use contract-risk-review for general commercial agreements).

Legal Safety Rules

• Source and citation discipline. Follow core/source-and-citation-discipline.md. Never invent legal authority, citations, quotations, statutes, cases, regulations, filing deadlines, or procedural rules. Label what is a provided source, a user-provided fact, an assumption, a legal inference, or an item requiring attorney verification, and use a citation placeholder such as [Attorney to insert authority] when no source is available.
• Produce draft legal work product for attorney review. This is not legal advice.
• A "closing-ready" determination — concluding that all conditions precedent have been satisfied and the deal may close — is a legal judgment. This skill produces a checklist and a blocking analysis to support that judgment; it does not make it. Attorney review and sign-off are required before a closing proceeds.
• Extract closing conditions and deliverables only from the language actually present in the provided agreement. Do not supplement from model background knowledge about what conditions are typical for a given deal type.
• Do not invent, compute, or assert any deadline. Every date field in the checklist is [deadline verification required] unless a date is expressly stated in the agreement or provided by the user as a confirmed fact.
• Do not state or imply jurisdiction-specific regulatory mechanics, filing requirements, waiting periods, or statutory timing. All such items are [verify jurisdiction] until an attorney confirms them.
• Do not invent responsible parties, consent counterparties, or regulatory bodies. If a condition references a party or authority not named in the agreement, flag it rather than guess.
• Distinguish what the agreement says from what you assume and from what the attorney must confirm. Separate facts, assumptions, analysis, and open verification items.
• A condition marked "Blocking: Yes" reflects that the agreement makes closing contingent on it, or that the user has designated it as blocking — not an independent legal conclusion about materiality or waivability.
• Preserve confidentiality and privilege. Do not include client-sensitive facts in reusable copies of this template.
• Flag every point of uncertainty with a placeholder rather than resolving it silently.
• Profile reference is optional, not authoritative. Where practice-profiles/corporate.md is loaded, its Standard Positions and Escalation Thresholds inform the draft but never substitute for attorney judgment. The profile is a configuration record approved by the practice group; it is not legal advice and does not override the skill's normal attorney-verification gates. If the profile's standing positions conflict with the matter facts or with what the supervising attorney concludes, the attorney prevails.

Workflow

Step 1 — Confirm inputs and mode

Identify the operating mode: initialize, add, update, or status report. Verify that all required inputs for the selected mode are present. If anything is missing, request it before proceeding.

Note the deal name, structure, and parties. Flag as [CONFIRM: structure] if the transaction structure is ambiguous.

Step 2 — Initialize (from the transaction agreement)

Skip to Step 3 if the mode is add, update, or status report.

Read the transaction agreement carefully. Extract every:

• Condition precedent to each party's obligation to close (typically in the "Conditions to Closing" or "Conditions Precedent" article), including mutual conditions, conditions to the buyer's obligations, and conditions to the seller's obligations.
• Closing deliverable — documents, certificates, officer's certificates, consents, payoff letters, and instruments to be delivered at or before closing.
• Pre-closing covenant — affirmative or negative covenants that must be performed between signing and closing (e.g., conduct of business in the ordinary course, required filings, required consents, no-shop obligations).

For each extracted item:

• Assign a sequential ID (e.g., CP-001, CD-001, PC-001 by category).
• Record the source (agreement article or section number as written).
• Mark Blocking as Yes if the agreement conditions closing on it, No if it is a deliverable that can be waived, or [CONFIRM: blocking status] if ambiguous.
• Leave Status as Open unless otherwise confirmed.
• Leave Due as [deadline verification required] unless a specific date appears in the agreement.
• Leave Responsible as [CONFIRM: responsible party] unless the agreement designates one.

Do not assume that regulatory mechanics, governmental approvals, or statutory waiting periods apply based on the deal type alone. Where the agreement references a regulatory approval, filing, or governmental consent without specifying mechanics, flag the item as [verify jurisdiction].

Step 3 — Add diligence items

Skip to Step 4 if the mode is initialize, update, or status report.

Review the diligence findings provided. Identify every finding that carries a pre-closing action item, including:

• Required third-party consents (contractual change-of-control, assignment, or consent provisions).
• Board or shareholder authorizations and approvals.
• Regulatory filings or clearances identified through diligence.
• Releases, terminations, or payoffs needed before closing.
• Escrow establishment or funding mechanics.
• Any other item that must be completed before closing can occur.

For each new item:

• Assign an ID in sequence (continuing from the initialized checklist, or beginning a new series for diligence-derived items, e.g., DI-001).
• Record the source as the diligence finding (document title and finding reference, if available).
• De-duplicate carefully: a third-party consent and a release involving the same counterparty are distinct items even if the counterparty is the same. A filing obligation identified in diligence that duplicates a condition in the agreement should be merged, not duplicated; note both sources.

Apply the same placeholder discipline as in Step 2: no computed deadlines, no assumed regulatory mechanics.

Step 4 — Update item status

Skip to Step 5 if the mode is initialize or add.

For each item being updated, record the new status. Use consistent status values such as: Open, In Progress, Pending Counterparty, Received / Complete, or Waived — or the team's own conventions if provided. Note any change to the responsible party or due date only if confirmed by the user; do not infer these from context.

If an item is marked Waived, flag it for attorney confirmation: [ATTORNEY TO CONFIRM: waiver of this condition].

Step 5 — Status report and blocking analysis

Identify every item with:

• Blocking: Yes and Status: Open or In Progress — these are the items currently standing between the deal and closing.
• Blocking: Yes and Status: Pending Counterparty — items in flight but not yet complete.
• Any item carrying [verify jurisdiction] or [CONFIRM] that has not yet been resolved.

Summarize the critical path: which open blocking items are on the longest path to closing, and what dependencies exist among them (e.g., a regulatory filing must be completed before a clearance can be obtained). Do not assert that any item is legally satisfied — describe status as reported and flag what remains to be confirmed.

Step 6 — Apply practice-profile thresholds and positions if loaded

If practice-profiles/corporate.md has been loaded with this skill, scan its Escalation Thresholds and Standard Positions tables for any entry that applies to facts already extracted in earlier steps — for example, the group's standing dollar-size thresholds for partner involvement, standing list of always-required closing deliverables for this deal structure, or standing house positions on consent waivers. For each applicable entry: record the threshold or position in the output, note whether the matter meets, deviates from, or is silent on it, and flag any deviation for attorney review per the skill's normal escalation route. If the profile is not loaded, skip this step silently.

Step 7 — Assemble the output

Produce the closing checklist using templates/closing-checklist.md. Follow the Output Format below. Label the entire output as a draft for attorney review.

Output Format

Deliver:

1. Closing Checklist — the completed checklist table from templates/closing-checklist.md, grouped by category (Conditions Precedent / Closing Deliverables / Pre-Closing Covenants / Third-Party Consents / Regulatory Filings / Corporate Approvals). Use placeholders throughout; do not fill gaps with invented content.
2. Blocking and Critical-Path Summary — a concise narrative identifying every open blocking item, items pending counterparty action, and any unresolved [verify jurisdiction] or [CONFIRM] items, with a plain-language description of the critical path to closing.
3. Assumptions — every assumption made in constructing or updating the checklist, listed explicitly. Include the deal structure assumed, any items treated as blocking by default, and any source material not provided.
4. Attorney Verification Items — open questions and items requiring legal judgment, including all [ATTORNEY TO CONFIRM] flags, all [verify jurisdiction] items, and any condition whose satisfaction is a legal conclusion rather than a factual status.

Use [CONFIRM: ...], [VERIFY: ...], [ATTORNEY TO CONFIRM: ...], and [deadline verification required] throughout. Do not fill gaps with invented content.

Optional: Business Stakeholder Summary

When the output will be used to brief a non-lawyer business stakeholder — a product owner, deal lead, people manager, founder, or executive — add a Business Stakeholder Summary as a clearly separated, plainly labeled section, following core/business-stakeholder-communication.md. Produce it only when the user requests it or when the audience is plainly a business decision-maker. It is an addition to the deliverable above — never a replacement for it, and never a substitute for attorney review. It contains:

• Business Summary — the bottom line in plain language, with unnecessary legal jargon removed and legal risk stated separately from business and commercial risk.
• Decision Needed — the specific business decision(s) now on the table, stated as concrete choices, each with its owner.
• Recommended Ask — the legal team's recommended position or course of action, framed as a recommendation for the business to weigh, not a decision made on its behalf.
• Fallback Position — the minimum acceptable alternative if the Recommended Ask cannot be achieved.
• Escalation Needed? — whether the matter should be escalated, to whom (senior management, the board, or outside counsel), and why — or a plain statement that no escalation is needed.

Attorney Verification Checklist

• The transaction agreement reviewed is fully executed and final (or, for pre-signing use, is confirmed to be the agreed form).
• All conditions precedent, closing deliverables, and pre-closing covenants have been identified from the agreement; no material conditions have been omitted.
• The transaction structure is correctly identified; if the structure is ambiguous, it has been confirmed with deal counsel.
• Every item marked "Blocking: Yes" is confirmed to be a condition or covenant on which closing is contractually contingent, and any waivability has been assessed.
• No waiver of a closing condition has been treated as final without attorney confirmation.
• All [verify jurisdiction] items — regulatory mechanics, filing requirements, waiting periods, and governmental approvals — have been reviewed and confirmed with counsel having relevant jurisdiction and subject-matter expertise.
• Deadlines and due dates have been confirmed against the agreement and applicable legal requirements; no deadline has been computed from model background knowledge.
• Responsible parties have been confirmed with the deal team; no responsible party has been assumed from context.
• Diligence-derived items have been cross-referenced against the agreement to ensure de-duplication is accurate and no consent or filing obligation has been missed.
• All [ATTORNEY TO CONFIRM] flags in the checklist have been reviewed and resolved.
• No legal authority, statute, regulation, or case law has been asserted without verification.
• The checklist and blocking analysis have been reviewed by deal counsel before being relied upon to determine closing readiness.
• All assumptions and open items are resolved before the checklist is used to support a closing determination.
• If a practice profile was loaded: every Standard Position and Escalation Threshold that applies to the matter facts has been surfaced; deviations are flagged; profile-silent items are flagged as not-yet-addressed by the playbook.
• If no practice profile was loaded: any benchmarking or "standard position" framing in the output is grounded in user-supplied inline data, not assumed.