# M&A Cold-Start Interview > Use when an M&A practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions. - Skill: `zgbrenner/m-a-cold-start-interview` (Agent Skill) - Install (CLI): `npx skillmds@latest add zgbrenner/m-a-cold-start-interview` - Raw SKILL.md: https://api.skillmd.com/api/skills/zgbrenner/m-a-cold-start-interview/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: zgbrenner (https://skillmd.com/u/zgbrenner) - Updated: 2026-09-17 - Page: https://skillmd.com/skills/zgbrenner/m-a-cold-start-interview --- # M&A Cold-Start Interview ## Purpose Conduct a structured, staged interview with an M&A practice group — led by a supervising attorney or authorized designee — to gather the information required to populate `practice-profiles/m-and-a.md`. The skill walks through all eight profile fields in sequence, records every answer, and assembles a filled draft of the profile for the practice group's review and approval. It produces draft legal work product for attorney review — not legal advice and not a final configuration. ## Use When - A team is adopting AgentCounsel and needs to configure `practice-profiles/m-and-a.md` for the first time. - An M&A practice group is being onboarded to the library and no current profile exists. - The library is being stood up for the first time and the M&A area is included in scope. - A practice group wishes to revisit or rebuild its profile from scratch rather than make incremental updates. ## Required Inputs - A knowledgeable person from the M&A practice group — a supervising attorney or an authorized designee — who can answer questions about the group's jurisdiction, positions, escalation rules, and review requirements. - Any existing playbooks, templates, source-of-truth documents, or standard-form documents the group already uses, so they can be referenced or cited in the profile. ## Do Not Use When - The group is actively working a live M&A matter. This skill configures the library; it does not support an open matter. - A `practice-profiles/m-and-a.md` already exists and is current. In that case this is a refresh, not a cold start — though the skill may still be used to rebuild the profile deliberately. - No authorized person is available to answer. Do not complete the interview with guessed or inferred answers; record all gaps as `[CONFIRM: ...]` placeholders. - The purpose is to handle a specific M&A matter (use the appropriate matter-level skill for that task). ## Legal Safety Rules - Produce draft legal work product for attorney review. This is not legal advice. - Never guess or infer an answer to any interview question. If the interviewee cannot answer a question, record `[CONFIRM: answer required from practice group]` and move on. - The filled profile is a draft. It must be reviewed and explicitly approved by the supervising attorney or practice group before it governs any AgentCounsel work product. - Do not invent standard positions, clause preferences, escalation thresholds, or review rules. Record only what the interviewee provides. - Do not include client-specific facts, client names, matter identifiers, or privileged details in the profile. The profile is a reusable group-level configuration, not a matter record. - Do not state or imply that any threshold, position, or rule in the profile satisfies a legal requirement under any jurisdiction. Jurisdiction-specific legal obligations are for the attorney to verify. - Flag every item the interviewee defers or leaves open with a visible `[CONFIRM: ...]` placeholder so the reviewer can see exactly what is unresolved. ## Workflow **Stage 1 — Jurisdictions** Ask the interviewee: - In which countries, states, or provinces does the group form deal entities, perform diligence, and close transactions most frequently? - Does the group regularly engage cross-border deals, and which deal-side jurisdictions (target operations, regulatory reach) drive most of that work? - Are there merger-control regimes (HSR, EU, UK, China, India, Brazil) the group regularly files in, and which counsel handles each? - Does the group regularly engage with foreign-investment-screening regimes (CFIUS, EU FDI, UK NSIA, China security review)? - Are there sectors or jurisdictions the group treats as out of scope, requiring specialist counsel? Record answers. Mark any unanswered item `[CONFIRM: jurisdiction not yet specified]`. **Stage 2 — Client and Team Context** Ask the interviewee: - Does the group represent primarily buy-side, sell-side, or both? - Are clients primarily financial sponsors, strategics, founders, family offices, or a mix? Confirm the default representation profile. - How is the team structured — partners, associates, deal coordinators, specialists embedded (tax, IP, antitrust, employment, environmental)? - Are there client industries or deal types that require special handling — regulated industries, public-company targets, distressed M&A, private-equity portfolio activity? - How does the group coordinate with specialist counsel (tax, IP, antitrust, environmental, employment) on deal teams? Record answers. Mark any unanswered item `[CONFIRM: client/team context not yet specified]`. **Stage 3 — Escalation Thresholds** Ask the interviewee: - Which deal characteristics automatically require escalation or specialist involvement — cross-border, public-company target, regulated industry, sanctioned-counterparty risk, antitrust filing, foreign-investment screening? - Are there transaction-size or deal-value thresholds that trigger escalation, and what are they? - When does a reps-and-warranties insurance question, a tax-structuring question, or an antitrust-clearance question require mandatory specialist involvement? - Which due-diligence findings (material liabilities, fraud indicia, customer concentration concerns) require partner-level escalation regardless of stage? - Who is the designated escalation contact for M&A matters above the group's thresholds, and what is the expected turnaround? Record answers. Mark any unanswered item `[CONFIRM: escalation threshold not yet specified]`. **Stage 4 — Preferred Output Style** Ask the interviewee: - Should M&A work product default to diligence-report format, issues memo, redline + markup format, or closing-checklist format? - What level of detail does the practice group expect for diligence reports — executive summary, full issue-by-issue analysis, both layered? - Are there house style rules for risk ratings, deal-breaker flags, or negotiation-leverage notes in M&A work product? - Does the group produce closing certificates, closing memos, or integration plans in a standard format? - Are there particular deliverable types — reps & warranties analysis, MAE assessment, indemnification scorecard — for which the group has mandatory format requirements? Record answers. Mark any unanswered item `[CONFIRM: output style preference not yet specified]`. **Stage 5 — Source-of-Truth Documents** Ask the interviewee: - What is the group's authoritative form purchase agreement (or library of forms), and where is it stored? - Is there a reps and warranties schedule library, and how is it kept current? - What document governs the group's closing-checklist template? - Does the group maintain a diligence-request-list template, and is it tailored by deal type or sector? - Is there an integration-playbook reference, and where is it stored? Record answers and document names. Mark any unanswered item `[CONFIRM: source document not yet identified]`. **Stage 6 — Standard Positions and Playbooks** Ask the interviewee: - What is the group's default position on indemnification — caps, baskets, deductibles, exclusivity of remedy, sandbagging? - What is the group's default MAE / MAC definition framework? - What is the group's default reps & warranties insurance posture — required, preferred, situational? - What is the group's default position on specific performance, expense reimbursement, or termination fees? - What is the group's default preference between equity and asset structures, and what factors drive deviation? - What is the group's default approach to escrows, working-capital adjustments, and earnouts? Record answers. Mark any unanswered item `[CONFIRM: standard position not yet specified]`. **Stage 7 — Attorney Review Requirements** Ask the interviewee: - At what stage does attorney review of M&A work product become mandatory — initial diligence summary, LOI, definitive agreement, closing certificates, post-closing integration? - Are there work-product types for which attorney review is always required regardless of stage — any definitive agreement, any reps & warranties policy, any HSR filing, any CFIUS filing? - What is the designated reviewer's role — handling attorney, supervising attorney, deal partner, general counsel, board? - What is the expected turnaround for definitive-agreement markups, and how are urgent reviews (signing readiness, closing-day issues) handled? - Is there a formal sign-off step before signing, before closing, or before delivering any closing certificate? Record answers. Mark any unanswered item `[CONFIRM: review requirement not yet specified]`. **Stage 8 — Prohibited Assumptions** Ask the interviewee: - Are there facts agents must never assume without explicit confirmation — that an entity is in good standing, that quorum was duly met, that filings have been made, that consents are duly authorized, that reps survive in the form drafted? - Are there M&A-specific risks — fraud, undisclosed liabilities, customer concentration, regulatory non-compliance — where an agent must stop and escalate rather than reason through independently? - Are there matter types where agents must never proceed beyond intake without direct attorney involvement — public-company targets, distressed transactions, sanctioned-counterparty risk, hostile transactions? - Are there prior incidents — failed deals, post-closing claims, regulator inquiries — that should be encoded as explicit prohibitions for agents working on M&A matters? Record answers. Mark any unanswered item `[CONFIRM: prohibited assumption not yet specified]`. **Stage 9 — Assemble the Draft Profile** Compile all answers into a filled draft of `practice-profiles/m-and-a.md`, populating each of the eight profile sections. For every item that was not answered, insert a visible `[CONFIRM: ...]` placeholder with enough context for the reviewer to understand what needs to be supplied. Append a list of all open placeholders so the reviewing attorney can see at a glance what remains unresolved. ## Output Format Deliver: 1. **Filled draft of `practice-profiles/m-and-a.md`** — all eight sections populated with answers from the interview. Every unanswered item is a visible `[CONFIRM: ...]` placeholder. 2. **Open-items list** — an explicit enumeration of every placeholder inserted, with the stage and question it corresponds to, so the reviewing attorney can resolve them efficiently. Label the entire output: **Draft legal work product for attorney review. Not legal advice. This profile draft must be reviewed and approved by the supervising attorney or practice group before it is relied upon.** ## Attorney Verification Checklist - [ ] All eight profile sections have been reviewed by a supervising attorney or authorized practice-group representative. - [ ] Jurisdiction coverage — including merger-control and foreign-investment-screening regimes — is accurately recorded. - [ ] Specialist-counsel allocation (tax, antitrust, IP, environmental, employment, regulatory) on deal teams is current. - [ ] Indemnification, MAE, and reps-and-warranties insurance defaults reflect the group's current market posture. - [ ] Closing checklists and reps schedules referenced are current. - [ ] Signing, closing, and filing deadlines are marked `[deadline verification required]` in any deliverable that depends on them. - [ ] No client-specific facts, matter identifiers, or privileged details appear in the profile. - [ ] All `[CONFIRM: ...]` placeholders have been resolved or explicitly accepted as pending. - [ ] The approved profile has been saved to `practice-profiles/m-and-a.md` and its effective date recorded. - [ ] A process for periodic profile review and update has been identified.