mna-diligence

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).