skills/capital-markets-issuance/references/quality-review.md

# Quality review checklist

Run this before finalizing any capital markets issuance output.

## Strategic review
- Is the recommendation explicit: proceed, prepare, defer, switch instrument, dual-track, or no issuance?
- If the recommendation is to wait, prepare, or execute only after a catalyst, does the headline describe a contingent path rather than imply certain future issuance?
- Does the recommended instrument solve the real capital need?
- Is the use of proceeds credible and specific?
- Are alternatives compared fairly but decisively?
- Does the output explain why now?
- Does it identify what would change the recommendation?

## Market review
- Is the market-window conclusion instrument- and issuer-specific?
- Are current market data points time-stamped or flagged as stale?
- If current price, trading liquidity, volatility, comparable issuance, or investor feedback is stale or unavailable, are size and terms labeled as planning cases or readiness ranges rather than executable recommended transactions?
- Are upcoming catalysts, earnings, macro events, and competing calendar considered?
- Are recent deals evaluated for aftermarket performance, not just pricing?
- Are sector and rating/quality selectivity reflected?

## Financial review
- Do proceeds, fees, dilution, leverage, interest, and maturity calculations tie out?
- If calculator-driven figures appear in the deliverable, are both retained calculation inputs and calculation results listed as support artifacts in the manifest?
- Are definitions clear: gross vs net debt, basic vs diluted shares, adjusted vs reported ebitda?
- Are covenant and rating metrics treated as assumptions unless verified?
- Are scenarios included where one-point precision would be misleading?
- Does recommended size match the capital need and market capacity?
- For pre-commercial, development-stage, or materially milestone-dependent issuers, are simplified runway or coverage proxies kept out of the headline metric row unless their limitations are decision-critical and unmistakable?

## Investor review
- Are investor targets specific and tiered?
- Is each high-priority investor supported by a rationale?
- Are anchors separated from core and price-sensitive demand?
- Are likely objections included with responses?
- Are wall-crossing and mnpi issues flagged?
- Does allocation strategy support aftermarket performance?

## Execution review
- Are required approvals and workstreams listed?
- Are legal, disclosure, auditor, rating-agency, covenant, and documentation dependencies included?
- Are go/no-go triggers explicit?
- Is the fallback plan credible and actionable?
- Is the decision requested clear?

## Red flags requiring escalation or caveat
- possible mnpi or undisclosed catalyst;
- securities-law or offering-communication question;
- uncertain shelf/registration/exemption status;
- unverified covenant capacity;
- rating downgrade risk;
- distressed liquidity or going-concern issue;
- fabricated or unsupported investor demand;
- stale market data driving recommendation;
- mathematical tie-out failure.

## MD-level style review
The answer should be concise but judgment-rich. Replace generic statements:
- "markets are open" -> "markets are open for [issuer quality/instrument/size], conditional on [trigger]";
- "investors may be interested" -> "tier 1 anchors likely include [type] because [rationale]; objection is [issue]";
- "recent comps suggest" -> "the relevant comps imply [range] after adjusting for [differences]";
- "consider alternatives" -> "recommend [path] over [alternatives] because [trade-off]."