skills/closing-checklist/references/review-method.md

# Review method

## Preserve the operative obligation

For each proposed row, compare the action, responsible party, performer, recipient,
evidence, timing and qualifications to the supporting passage, including relevant
definitions and cross-references. An unspecified recipient or form is a question,
not permission to supply a customary one. Preserve efforts standards, alternatives,
exceptions, required consent and delivery/release mechanics when they affect what
counts as performance. Do not strengthen a reasonable-efforts covenant into an
unqualified promise of success.

Approval, execution, delivery and receipt are different acts. Summarising them as
one document name can lose the deliverable. Likewise, completing a prerequisite
does not establish completion of the dependent action. Carry material requirements
into the action, timing or other retained public cells, not solely the Notes
column, which an external copy removes. Internal advice, negotiation comments,
open questions and logistics stay in Notes, never inside the item text.

Distinguish contractual responsibility from performance: a party procuring an
affiliate's signature remains responsible even though the affiliate signs. Do not
make a non-party an obligor merely because it performs an act. A coordinating
lawyer is not a substitute for the responsible party.

Split actions when they can meaningfully be completed separately and a single
owner/status/timing would obscure progress. Keep closely related acts with shared
ownership and timing together as explicit sub-actions. Do not impose one row per
verb or copy every clause qualification regardless of its relevance.

## Classify timing and conditionality

Identify whether each timing expression is a deadline, prerequisite, ongoing
requirement, contingent trigger or discretionary right; more than one may apply.
Preserve the source's actor, trigger, counting rule, cut-off and exceptions.
For a right, distinguish when it becomes available from any express expiry, notice
procedure or restriction on exercise. Label an earlier suggested review date as
a planning reminder, and obtain approval if it is an additional task.

For conditions, distinguish satisfaction from permitted waiver. Preserve who may
waive, how, and what cannot be waived. Check whether a condition triggers scheduling
or instead must remain satisfied through closing. For sequential actions, attach
each period to its own event; do not give a prerequisite the deadline triggered by
its own completion. Leave calendar dates uncalculated where required facts are
missing, without discarding the source's relative timing.

## Two-way coverage check

Maintain links in the temporary master dataset, not a second persistent ledger:

1. **Source to checklist:** account for each relevant obligation in the reviewed
   material as represented by candidate/row IDs, a specific unresolved question,
   or a deliberate exclusion with a reason. One section may contain several
   obligations. A section marked read, or one row citing it, does not account for
   all of them. Missing or unreadable material stays an explicit coverage gap.
2. **Checklist to basis:** check every row and its material details against the
   source passages or actual user approval/instruction. Separate approved additions
   from document requirements. A citation beside an unsupported detail is not
   support. Ensure consolidation has not erased a separate act or timing.

Run this before approval and against the actual saved rows. Map accepted items to
their final rows; record rejected/deferred items without silently dropping them or
reintroducing them. In revision mode, cover the changed material and its dependent
rows; preserve unrelated existing items without demanding fresh proof for each.
An unexplained loss or altered qualification blocks an unqualified completion
claim: correct it within approval, or raise the specific unresolved finding and
seek renewed approval for a substantive change. Show only material gaps/decisions
in handoff. Do not claim that coverage of supplied sources proves deal completeness.

## Targeted omissions prompts

These are questions, not a legal requirements catalogue. Use only prompts made
plausible by the transaction facts. The initial focus is a private share sale;
other structures require a fresh scope discussion, not forced SPA terminology.

| Area | Facts that may remain outside the anchor | Candidate discussion |
| --- | --- | --- |
| Authority and corporate mechanics | Entity type, constitutions, shareholder arrangements, delegations, electronic vs certificated holdings | Appropriate authorisations, transfer mechanics, certificates or loss procedures, registers and ancillary instruments |
| Regulatory and third-party dependencies | Actual geographic nexus, sector, ownership/control, thresholds, relevant consents in material contracts | Whether an approval, notification, clearance or consent process needs a checklist row; which source confirms it |
| Funding and release | Acquisition funding, existing security, repayment mechanics, intercreditor steps, release evidence | Financing deliverables, funds-flow approval, payoff/release and escrow steps; do not presume financing is a closing condition |
| Ancillary execution | Agreed side letters, disclosure material, certificates, transitional arrangements or employment documents | Which agreed documents must be finalised or delivered; refer signature assembly to the signature-pack workflow |
| People and operations | Management changes, access handover, banking mandates, books/records and operational transition | Deal-specific handover actions and responsible parties, not generic operational wish lists |
| Post-closing | Entity jurisdiction, type of change, relevant registry/tax regime, follow-up consideration mechanics | Applicable filings, record updates and later deliverables; verify exact forms and periods before asserting a requirement |

For US matters, do not assume a national analogue of Companies House or one rule
for all states/entities. For UK matters, do not assume every share transfer causes
the same filing or deadline. Deal size alone does not establish regulatory
applicability. Ask about the missing nexus or threshold facts if material; use
current official authority to resolve the actual question.

## Concise review format

Lead with a few sentences showing the understood transaction, represented side
where known, signing/closing structure and presentation. Name material unknowns
without resolving them by assumption. Then give a compact phase summary and
separate the following only where relevant; do not add empty headings:

- **Decisions needed:** facts or choices that materially change the output, such
  as the controlling draft, side represented or scope. Explain why an answer is
  needed. Do not re-ask something supplied in the prompt or source.
- **Proceeding with flagged gaps:** unavailable forms, identities or dates that
  can remain unresolved while source-based drafting proceeds. State the effect
  and proposed treatment, not a demand to supply every missing document.
- **Optional additions:** individually identifiable tasks not expressly required
  by the supplied documents. State the deal-specific reason, missing fact, precise
  proposed action and recommended treatment. Offer include, exclude or leave for
  later; the lawyer may edit the proposal. Recommendation is not acceptance.

Compare each optional suggestion to the source-derived items first. Explain only
the additional work, rather than presenting existing obligations as optional.
Do not bundle unrelated workstreams behind one acceptance choice. Distinguish a
review of applicability from an assumed filing, consent or execution requirement.
Retain rejected/deferred decisions for this run without repeatedly asking again;
revisit only if new material changes the basis, explaining what changed.

Ask for scope and exception approval, not certification of the extraction. For
example: "May I draft on this basis? This does not confirm that documents are
signed, conditions are satisfied or the checklist is complete." Do not make the
lawyer re-extract the agreement before seeing a first draft. Equally, "I found
some items, proceed?" gives too little basis for review. Show material item-level
choices and source references; offer a fuller outline on request or where needed
to resolve complexity. Revision proposals still require inspectable old/new
wording and named-change approval, not blanket approval of a phase summary.

Use plain text by default, or a small table for several comparable decisions.
Do not create an HTML roadmap or extra attachment merely to obtain approval.
In progress updates, explain consequences rather than internal mechanics:
"I can draft the content, but have not verified the page layout" is useful;
an unrequested renderer error or XML diagnostic is not. A technical audience may
receive relevant diagnostic detail, but the material limitation remains explicit.

## Revision matching

- A moved clause with the same action is a reference correction, not a new item.
- A newly delivered document may supplement rather than supersede the SPA.
- A deleted condition may affect several rows; evaluate every dependency rather
  than treating deletion as an automatic cascade.
- Retain manual notes and status unless the lawyer approves a change to them.
- Record accepted/rejected candidates during the run so the same suggestion does
  not reappear. Do not promise cross-session recall without user-retained evidence.
- If two rows might match, identify the ambiguity rather than choosing silently.

## Timing examples (not legal rules)

"No later than three Business Days after Completion" stays relative until
Completion and Business Day counting are established. A proposed new trigger or
definition change may affect several deadlines: review those affected rows too.
"At least five days before signing" must not become "within five days of signing".
Do not calculate over an unknown jurisdiction's public holidays or treat a
long-stop date as proof of the actual closing date.