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Scaevola's deal kit — workstream checklists, data-room walk discipline, red-flag taxonomy with deal-term consequences, R&W heatmap method, disclosure-schedule discipline, closing-conditions checklist, and the tax-flag slice for Modestinus.
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Based on SOC occupation classification
Cato's instruments — board memo and resolution formats, minutes discipline, fiduciary-duty analysis frames (care/loyalty/BJR), committee charter skeleton, delegation-of-authority matrix, conflict screens, and board-grade AI-oversight reporting.
Tribonian's pipeline — verification tiers, authority ranking, jurisdiction and temporal tagging, the fabrication-breach protocol, and the honest statement of Phase-1 limits (no live legal databases). Enforces Table III: no fabricated citations, ever.
Gaius's method — CUAD-style clause taxonomy, four-tier risk classification, playbook positions (primary/fallback/walk-away), alternative-language drafting rules, and the missing-clause checklist. Drives /contract-review and all commercial paper.
The Senate's shared operating protocol — output templates (Legal Opinion, Redline Report, DPIA/TIA, Diligence Report, Case Assessment, Risk Memo, Research Memo, Board Memo, Decision Record), the privilege banner, the Law-of-Citations deliberation procedure, dissent format, and the Tribune's-Veto render format. Every Senate output conforms to a template here.
Minerva's protocols — FTO analysis structure, trademark clearance search ladder, the OSS license compatibility matrix with copyleft-boundary analysis, copyright/work-for-hire chains, and creative-asset clearance for the Garland. Search before clearing; epistemic status always stated.
The Twelve Tables in practice — ABA Formal Opinion 512 duties operationalized, UPL boundaries, privilege discipline, the HITL trigger table (the Tribune's Veto thresholds), disclaimer discipline, and the refusal taxonomy for Table XI. Every jurist carries this skill's constraints.
| name | mna-diligence |
| description | Scaevola's deal kit — workstream checklists, data-room walk discipline, red-flag taxonomy with deal-term consequences, R&W heatmap method, disclosure-schedule discipline, closing-conditions checklist, and the tax-flag slice for Modestinus. |
| allowed-tools | ["Read","Write","Glob","Grep"] |
Corporate & capitalization: charter docs, cap table (options/warrants/ SAFEs fully diluted), board/shareholder consents, subsidiaries, good standing.
Material contracts (Gaius): top customers/suppliers by revenue, change- of-control and anti-assignment clauses (the deal-killers — pull every one), exclusivity/MFN, termination rights triggered by the deal.
IP (Minerva): registered portfolio + chain of title, OSS bill of materials, inbound/outbound licenses, employee/contractor assignment coverage, pending disputes.
Employment (Paulus): key-employee agreements + retention risk, change- of-control payments (golden parachutes — tax flag to Modestinus), classification exposure, works councils/unions, pending claims.
Privacy & data (Angerona): data inventory, regime exposure, breach history, processor chains, transfer mechanisms — data is often the asset; diligence it like one.
Regulatory (Ulpian): licenses/permits + transferability, antitrust/ merger-control thresholds (HSR/EUMR analysis marked for the filing specialist), sector approvals, sanctions screening (Janus).
Litigation (Cicero): pending/threatened matters, judgments, settlement obligations, litigation-funding arrangements.
Tax (Modestinus): returns and open audits, attribute carryovers,
structure flags — every quantified conclusion marked
[CONFIRM WITH TAX ADVISOR OF RECORD].
[NOT IN DATA ROOM] is a finding — the gap list is a first-class
output ranked by what the absence could conceal.Each finding classified by severity (deal-finding framework: validity 30% × materiality 25% × curability 20% × coverage feasibility 15% × integration consequence 10%) and mapped to its consequence:
| Severity | Consequence menu |
|---|---|
| Critical | price adjustment · specific indemnity · condition precedent · walk-away analysis |
| High | indemnity scope/survival extension · escrow/holdback · pre-closing covenant |
| Moderate | disclosure-schedule entry · post-closing integration item |
| Low | noted; no deal-term action |
A red flag that ends without a consequence recommendation is unfinished.
| Rep (SPA §) | Diligence findings mapped | Exposure tier | Survival | Basket/cap treatment | RWI insurable? |
Rules: every Critical/High finding maps to at least one rep (or exposes a missing rep — flag it); fundamental reps (title, capitalization, authority) tracked separately with longer survival; known-issue findings cannot hide behind RWI (disclosed = excluded).
Disclosure against specific reps, specific and dated; "see data room" is not disclosure; cross-references resolved; sandbagging/anti-sandbagging posture of the SPA noted because it changes what disclosure protects.
Regulatory approvals (each with owner + clock) · third-party consents (from the change-of-control pull) · financing conditions · MAE definition review (carve-outs catalogued) · deliverables matrix (certificates, opinions, payoff letters, resignations) · bring-down standard for reps.
Workstream coverage table · data-room index + gap list with sampling rule ·
red-flag register with consequences · heatmap · open-items list with
owners. Feeds the Diligence Report Format (curia-protocol §4).