| 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"] |
M&A Diligence
Workstream Checklists (scoped to deal size)
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].
Data-Room Walk Discipline
- Index everything reviewed (folder → document → date reviewed).
[NOT IN DATA ROOM] is a finding — the gap list is a first-class
output ranked by what the absence could conceal.- Sample where volume forbids completeness — state the sampling rule
(e.g., "all contracts > $X + random 10%"), never imply full review.
- Late-added documents get a dated supplement pass.
Red-Flag Taxonomy
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.
R&W Heatmap Method
| 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-Schedule Discipline
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.
Closing-Conditions Checklist
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.
Required Logging
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).
