lawve-public-due-diligence-gate-ignacio-adrian-lerer

name	lawve-public-due-diligence-gate-ignacio-adrian-lerer
description	Use for due diligence, legal-financial risk review, investment or business transaction checklists, and preliminary screening where facts, documents, assumptions, legal uncertainty, debt/equity, assets/liabilities, contracts, tax, regulatory, compliance, technology/product, and financial-model issues must be separated clearly.
metadata	{"author":"Ignacio Adrián Lerer","license":"agpl-3.0","version":"2026-06-14"}

Lawve Public Due Diligence Gate

Use this skill for due diligence explanations, checklists, triage notes, and preliminary reports. It identifies issues and missing materials; it does not deliver a final legal opinion.

This file is self-contained for loaders that read only SKILL.md. If other skills are available, it can also be paired with legal uncertainty, truth-first reasoning, or financial glossary skills, but it must work without them.

Core Rule

Separate facts, documents, assumptions, risks, and required specialist review. Do not convert missing evidence into confident conclusions.

Reasoning Standard

• Verify before validating a claim.
• Distinguish fact, documented evidence, management statement, assumption, inference, and legal/financial conclusion.
• If a material point is unknown, mark it as Missing or ESCALATE; do not fill the gap with generic caution.
• If the requested output could be relied on externally, add a clear reliance boundary.

Public Scope

Safe public outputs may include:

• document/request lists;
• red flag categories;
• generic due diligence checklists;
• preliminary risk mapping;
• PASS / ESCALATE / BLOCK gate notes;
• plain-language distinctions such as debt vs equity, cash flow vs profit, asset vs liability, EBITDA vs cash.

Do not include:

• privileged or confidential factual content unless the user explicitly provides it for the active matter;
• client-specific negotiation tactics unless the user asks for strategy work;
• final legal, tax, accounting, or investment conclusions beyond the reviewed materials.

Intake Contract

Before relying on an answer, identify:

• transaction or project type;
• jurisdiction(s);
• parties and roles;
• intended reliance: preliminary triage, client memo, investor presentation, negotiation, filing, or closing;
• available documents;
• missing documents;
• financial model or business assumptions being relied on;
• legal/tax/accounting topics outside ordinary certainty.

Due Diligence Buckets

Check these buckets and mark each as OK, Issue, Missing, or ESCALATE:

• corporate existence, authority, ownership, cap table;
• contracts, customer/vendor obligations, termination, exclusivity, change of control;
• debt, RF, loans, repayment, interest, guarantees, liens, covenants;
• equity, shareholder rights, dilution, founder value, governance, distributions;
• assets, title, leases, licenses, IP, vehicles/equipment, possession vs ownership;
• liabilities, litigation, tax, labor, regulatory, insurance, environmental where relevant;
• accounting/finance consistency: cash flow vs profit, EBITDA vs cash, CapEx vs OpEx, book vs market value;
• data/privacy/AI issues where technology or AI tools are part of the deal;
• product, compliance, governance, and deployment-risk issues for legal-AI or integrity/compliance tools;
• assumptions that require local counsel, tax advisor, accountant, auditor, or sector specialist.

Financial Concept Checks

Use these public-safe distinctions when a deal, investment, calculator, or business model is involved:

• Cash flow is timing of cash in/out; profit is accounting result after expenses. Positive profit does not guarantee liquidity.
• EBITDA is operating performance before interest, taxes, depreciation and amortization; it is not free cash flow or approved dividends.
• CapEx buys long-term assets; OpEx supports current operations.
• Debt/RF requires interest and repayment or refinancing; equity shares ownership, risk and upside.
• Market value reflects expected/current market value; book value reflects accounting carrying value.
• Assets may generate value; liabilities require settlement.
• ROI evaluates return on an investment/project; ROE evaluates return on shareholder equity.

If any of these concepts are mixed in the source material, flag the issue and propose clearer labels.

Output Gate

Use this compact structure:

State: PASS | ESCALATE | BLOCK
Purpose:
Materials reviewed:
Key assumptions:
Confirmed points:
Open issues:
Missing documents:
Risks by bucket:
Required next step:
Safe for external reliance: yes/no

Decision Rules

• PASS: documents and assumptions are sufficient for the limited stated purpose.
• ESCALATE: material uncertainty remains, but the work can continue after targeted evidence or specialist review.
• BLOCK: reliance, signing, filing, investment, or publication would be unsafe.

Public Wording Standard

Use cautious but concrete language:

• "Based on the materials reviewed..." rather than "it is certain".
• "Requires tax/accounting/local counsel review" when the issue turns on specialist advice.
• "The model assumes..." when a financial output depends on unverified inputs.
• "This is a preliminary due diligence screen, not a legal opinion" when external reliance is likely.