Closing Checklist

/closing-checklist

1. Read ~/.claude/plugins/config/claude-for-legal/corporate-legal/deals/[code]/closing-checklist.yaml and use the modes below.
2. If status update provided: Mode 3 (update item).
3. Otherwise Mode 4: blocking items, critical path, days to close.

Matter context

Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /corporate-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at ~/.claude/plugins/config/claude-for-legal/corporate-legal/matters/<matter-slug>/. Never read another matter's files unless Cross-matter context is on.

Purpose

Deals close when the checklist is done. Everything on it, done. Nothing missing. This skill maintains the list, ingests new items as they surface from diligence, and tells the team what's blocking.

The checklist

Lives at ~/.claude/plugins/config/claude-for-legal/corporate-legal/deals/[code]/closing-checklist.yaml. Structure:

deal_code: "Project Falcon"
target_close: [DATE]
signing_date: [DATE]
last_updated: [DATE]

conditions_precedent:
  - id: CP-001
    item: "HSR waiting period expiration"
    category: "Regulatory"
    responsible: "Buyer counsel"
    due: 2026-04-15
    status: "Filed 2026-03-01, waiting period runs"
    blocking: true
    source: "Purchase Agreement §7.1(a)"

  - id: CP-002
    item: "Acme Corp consent to assignment"
    category: "Third-party consents"
    responsible: "Target — Jane Doe"
    due: 2026-04-20
    status: "Request sent 2026-03-10, no response"
    blocking: true
    source: "Schedule 3.12(a)(4); Acme MSA §14.2"

closing_deliverables:
  - id: CD-001
    item: "Certificate of good standing — Target (DE)"
    category: "Corporate"
    responsible: "Target counsel"
    due: 2026-04-28
    status: "Not started"
    blocking: true
    source: "Purchase Agreement §2.3(b)(iv)"

  # ... etc

Modes

Mode 1: Initialize from the purchase agreement

Read the signed (or near-final) purchase agreement. Extract:

• Every condition precedent (location varies by agreement — read the actual section headings)
• Every closing deliverable (closing deliverables schedule or corresponding section)
• Every covenant with a pre-closing deadline

Each becomes a checklist item with a source cite to the agreement section.

Research obligations before populating regulatory/approval items. Antitrust, foreign-investment, and sector-specific approvals (for example, HSR-style filings, CFIUS, industry regulators) have jurisdiction-specific mechanics, thresholds, and timing windows that change. Extract the name of each regulatory condition from the PA, then research the currently operative mechanics (who files, when, what triggers a second request, what the waiting period is). Cite primary sources and verify currency. Do not populate a timing assumption from memory.

Material-adverse-effect / material-adverse-change closing conditions. Pull the defined term from the PA — MAC/MAE framing is negotiated, not a standard. Research the governing-law interpretation of the specific language used (Delaware, New York, and other jurisdictions treat carve-outs and quantitative tests differently) before flagging an event as a potential MAC trigger.

Consent-requirement extraction from material contracts depends on governing-law default rules and the specific anti-assignment language in each contract. Research the applicable rule per contract rather than assuming a default.

Mode 2: Ingest from diligence (the "self-updating" part)

Mode 2 is triggered when an upstream skill produces a finding with a pre-closing action. The upstream skills and output types this mode ingests:

• diligence-issue-extraction findings — any finding flagged for a closing action (consent, shareholder vote, board resolution, regulatory filing, release, escrow mechanic, pay-off letter). Not just "consents" — see the extraction skill's Handoffs section for the full list.
• material-contract-schedule CoC / assignment items — change-of-control provisions, anti-assignment clauses, MFN triggers surfaced during schedule build.
• deal-team-summary output — the exec-tier brief aggregates extraction findings and sometimes surfaces a closing-action item that a mechanical read of the individual extraction memos would miss (e.g., a §280G cleansing vote rolled up across multiple employment agreements, or a composite consent package). Mode 2 reads the latest deal-team-summary in the deal folder and reconciles its closing-action items against the checklist. Anything flagged by deal-team-summary as requiring pre-closing action that is not already on the checklist is appended.

The handoff schema covers the full range of pre-closing actions, not just consents:

handoff:
  # Required fields
  item: "[Counterparty or action, one line]"
  category: "[Third-party consents | Shareholder / board action | Regulatory filing | Release / termination | Escrow / holdback | Closing deliverable]"
  source: "[Contract name / statutory section / VDR path + Bates]"
  blocking: true  # unless the agreement has a materiality qualifier
  severity: "[🔴 / 🟠 / 🟡 / 🟢 — carried from upstream, see severity-floor rule in CLAUDE.md]"

  # Consent / third-party action fields
  counterparty: "[e.g., Dunmore Holdings LLC]"
  guarantor: "[e.g., Buyer parent guaranty required, or N/A]"
  conditions: "[any substantive condition the counterparty attached — e.g., 'replacement guaranty from buyer parent required before consent effective']"
  notice_deadline: "[e.g., 30 days prior to closing, or specific date]"

  # Corporate action fields
  approval_body: "[Shareholders | Board | Committee | Regulator]"
  approval_threshold: "[e.g., 75% disinterested stockholder vote for §280G cleansing]"
  statutory_or_charter_source: "[e.g., IRC §280G(b)(5)(B); Charter Art. IV §2]"

  # Timing
  estimated_time_to_complete: "[e.g., 30 days]"
  must_occur_before: "[e.g., closing | signing | end of hiatus period]"

Preserve every field the upstream skill populated. A "Dunmore consent required, with replacement guaranty condition and 30-day notice" should surface on the checklist with all three elements (consent, guarantor, notice), not collapse to "Dunmore consent to change of control." When the upstream skill provides a severity, carry it — see the cross-skill severity floor rule in ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md.

Append to the checklist. De-dupe on (counterparty + action type), not on the freeform item name — a Dunmore consent and a Dunmore release are different items even though both name Dunmore. When de-duping, merge fields rather than overwrite: if one handoff populated guarantor and a later handoff populated notice_deadline, the checklist row carries both.

Mode 3: Status update

User (or dataroom-watcher agent) provides a status update. Find the item, update status and last-updated.

/corporate-legal:closing-checklist
CP-002: Acme responded, consent form attached, needs countersignature