ma-deal-workbench

name

ma-deal-workbench

description

Prepare a structured M&A deliverable from a running deal workbench. Use when a task positions you as buyer- or seller-side counsel for a specific deal (deal_id like PRJ_<NAME>), points you at a deal workbench API plus an answer_template.json, and asks for a JSON-only structured review that compares current draft terms against a playbook or committee policy. Covers issue registers, deviation/position matrices, closing & economics packages, committee escalation memos, and carveout transition/separation reviews.

M&A Deal Workbench — Structured Review

This skill produces a single JSON object that conforms to the task's input/payloads/answer_template.json. It is reusable across any deal, side, and deliverable shape that follows the workbench convention below.

When to use

Use this skill when the task has all of these markers:

• You are cast as buyer-side or seller-side counsel for one named deal (deal_id follows a PRJ_<NAME> pattern).
• A deal workbench is available at <TASK_ENV_BASE_URL> with documented REST routes and a read-only SQL endpoint.
• An answer template exists at input/payloads/answer_template.json and the task says to return only JSON conforming to it.
• The work is to compare current draft terms against a playbook or committee policy, classify issues, quantify exposure, and aggregate a summary.

Do not use this skill for tasks that have no workbench, no answer template, or that ask for prose/narrative advice rather than a structured JSON artifact.

What you produce

Exactly one JSON object. No prose, no markdown fences, no commentary outside the JSON. Every field, enum value, ID, unit, and ordering rule comes from the template — the template is the contract, not these instructions.

Operating rules (apply to every task, in order)

1. Parse the prompt. Extract: client side (buyer/seller), deal_id, the governing playbook or policy id, the deliverable type, the template path, and any per-task unit/precision rules the prompt states explicitly.

2. Load the answer template first. Read input/payloads/answer_template.json before touching the workbench. It defines: required top-level fields, allowed enums (risk_rating, issue_status, recommended_action, business outcomes, etc.), the stable issue/redline IDs you may use, units, and ordering. Never invent an enum value, issue id, or field the template does not permit.

3. Resolve network access from environment_access.md. Read environment_access.md in the task working directory. It is the only source for the workbench base URL, the read-only SQL token, and the allow-list of endpoints. Use only the endpoints it lists; do not invent routes or hardcode the URL/token into your work. The prompt's <TASK_ENV_BASE_URL> placeholder resolves to the base URL found there. See reference/workbench.md.

4. Pin to the exact deal_id. Filter every request by the deal_id from the prompt. Never assume records from a similarly named project apply to your deal_id. When a route takes <deal_id>, substitute the prompt's value.

5. Gather the full record set. Pull deal record, current draft terms, the applicable playbook rules (or policy thresholds), risk estimates, employees, consents, material contracts, regulatory, diligence findings, benchmarks, cap table, notes, and documents — whichever the deliverable requires. See reference/workbench.md for what each route returns.

6. Cross-check with read-only SQL. Use POST /api/query (token from environment_access.md) to reconcile across tables — verify a term exists, sum PTO across employees, confirm holder allocation sums to 100%, join consents to material contracts. Use it to verify, not as the primary read path.

7. Classify each draft term against the playbook/policy. For every term the deliverable covers, assign an issue_status by comparing the draft metric to the playbook's preferred and fallback positions (or the policy threshold). Treat draft silence as missing_required_term when the side's position requires an affirmative provision. For escalation tasks, include only out-of-policy / restricted terms and exclude stale, in-policy, and distractor terms. See reference/classification.md and reference/side_posture.md.

8. Quantify from the correct base. Compute dollar amounts from the headline purchase price unless a source (memo value_basis, policy, finding) states a different basis (equity value, upfront cash, identified findings, annual revenue). Compute deltas/shortfalls to preferred and fallback; sum PTO, consent amounts at risk, and material-contract revenue requiring consent; pull exposure low/high from risk estimates by source_estimate_id.

9. Apply units and precision exactly as the template states. Defaults: integer USD; percent points to two decimals; months as integers; dates as YYYY-MM-DD. But the template overrides — some tasks want one decimal, whole percent points, or holder percentages to four decimals. Read the template's units/instructions and follow it, not these defaults. See reference/classification.md.

10. Use stable IDs only. Reuse the workbench's own IDs verbatim (term_id, consent/source_id, contract_id, finding_id, employee_id, estimate_id, holder name, security class). For issue/redline IDs, use only the stable IDs enumerated in the template. Use an empty array [] for source_term_ids when a required term is missing from the draft. Use null for fields with no value; never omit a required field.

11. Order per the template. Sort issue registers by issue_id or counsel workflow as the template directs; put priority_order / negotiation_priority from highest to lowest negotiation priority; sort redlines by redline_id ascending; assign priority_rank per the template's convention.

12. Aggregate / summarize. Produce the template's summary object: issue counts, risk counts, quantified exposure low and high (aggregated separately, excluding components the template says to exclude), negotiation deltas, consent amounts at risk, employee/PTO totals, and a final closing-readiness / blocker classification or overall recommendation.

13. Emit one JSON object and stop. Output only the JSON conforming to the template. No narrative. No extra keys outside the template except where it explicitly allows free-form objects (e.g., must_have_terms, draft_value_normalized, covenant_limits).

Recurring deliverable shapes

The template tells you which shape applies. Recognize them so you gather the right records:

• Issue register + priority order + summary metrics — term-by-term draft vs playbook review (seller or buyer), with quantified impact and a priority list.
• Deviation / position matrix — each issue with draft/preferred/fallback metrics, a final_position, priority rank, and closing blockers + risk totals.
• Closing & economics package — holder-level consideration allocation, indemnity/escrow/survival/working-capital mechanics, required consents, regulatory/HSR status, employee/PTO/covenant treatment, D&O tail and expense allocation, and a final closing-readiness / blocker classification.
• Committee escalation memo — only out-of-policy or restricted terms, each with policy comparison, quantified exposure, benchmark support, recommendation, and required conditions, plus an aggregate committee summary with routing fields.
• Transition / separation review (carveout APA) — IP/domain transition, transition-services scope/fees, Section 1060 allocation, transfer-tax split, employee continuity, outside-date protection, governing law/forum, with required redlines and an operational-risk summary.

Side posture (direction of "out of policy")

Buyer-side work protects the buyer (higher indemnity caps, lower baskets, longer survival, full materiality scrape, escrow, all consents as closing conditions); seller-side work protects the seller (lower caps, higher baskets, shorter survival, minimal escrow, capped restrictive covenants, seller-favorable tax and governing law, capped transition services). The same draft term can be draft_exceeds_playbook for one side and draft_below_playbook for the other — classify from your client's side as stated in the prompt. See reference/side_posture.md.

References

• reference/workbench.md — resolving access from environment_access.md, endpoint purposes, deal_id pinning, read-only SQL cross-checks, stable IDs.
• reference/classification.md — issue_status taxonomy, classification procedure, quantification rules, units/precision, ordering, output discipline.
• reference/side_posture.md — buyer vs seller default protective positions and the direction of out-of-policy classification.