closing-checklist
Drafts M&A closing checklists tracking documents, approvals, consents, and action items from signing through post-closing. Use when coordinating closings for mergers, acquisitions, stock purchases, asset deals, or any corporate transaction requiring multi-party document tracking and funds flow management.
Best use case
closing-checklist is best used when you need a repeatable AI agent workflow instead of a one-off prompt.
Drafts M&A closing checklists tracking documents, approvals, consents, and action items from signing through post-closing. Use when coordinating closings for mergers, acquisitions, stock purchases, asset deals, or any corporate transaction requiring multi-party document tracking and funds flow management.
Teams using closing-checklist should expect a more consistent output, faster repeated execution, less prompt rewriting.
When to use this skill
- You want a reusable workflow that can be run more than once with consistent structure.
When not to use this skill
- You only need a quick one-off answer and do not need a reusable workflow.
- You cannot install or maintain the underlying files, dependencies, or repository context.
Installation
Claude Code / Cursor / Codex
Manual Installation
- Download SKILL.md from GitHub
- Place it in
.claude/skills/closing-checklist/SKILL.mdinside your project - Restart your AI agent — it will auto-discover the skill
How closing-checklist Compares
| Feature / Agent | closing-checklist | Standard Approach |
|---|---|---|
| Platform Support | Not specified | Limited / Varies |
| Context Awareness | High | Baseline |
| Installation Complexity | Unknown | N/A |
Frequently Asked Questions
What does this skill do?
Drafts M&A closing checklists tracking documents, approvals, consents, and action items from signing through post-closing. Use when coordinating closings for mergers, acquisitions, stock purchases, asset deals, or any corporate transaction requiring multi-party document tracking and funds flow management.
Where can I find the source code?
You can find the source code on GitHub using the link provided at the top of the page.
SKILL.md Source
# M&A Closing Checklist Generates a transaction-specific closing checklist covering corporate authorizations, transaction documents, third-party consents, regulatory filings, funds flow, and post-closing obligations. ## Prerequisites Before drafting, collect: 1. **Definitive agreement** — purchase/merger agreement with all schedules 2. **Transaction structure** — stock purchase, asset purchase, or merger 3. **Party information** — legal names of buyer, seller, target, escrow agent 4. **Closing logistics** — date, time (with timezone), location or virtual platform 5. **Material contracts** — contracts with change-of-control or consent provisions ## Quick Start Format every checklist with: - **Header**: transaction name, parties, closing date/time/method - **Party legend**: abbreviations (BC = Buyer's Counsel, SC = Seller's Counsel, B = Buyer, S = Seller, EA = Escrow Agent; expand as needed) - **Item matrix**: `# | Description | Responsible | Cross-Ref (§) | Status` - **Status stages**: `Draft → Review → Negotiation → Execution → Delivered` ## Checklist Sections ### I. Corporate Authorization - [ ] Good standing certificates (buyer + seller jurisdictions, dated ≤30 days pre-closing) - [ ] Board resolutions authorizing transaction (both parties) - [ ] Shareholder/member approval (if required by governing docs or state law) - [ ] Certified organizational documents (articles, bylaws/operating agreement) - [ ] Preferred shareholder, option holder, or warrant holder consents - [ ] Secretary's certificates authenticating org docs, resolutions, and incumbency ### II. Transaction Documents **All structures:** - [ ] Definitive agreement (fully executed with disclosure schedules) - [ ] Escrow agreement (amount, duration, release conditions, claims procedures) **Asset purchases — add:** - [ ] Bill of sale, assignment and assumption agreement - [ ] Real property deeds/transfer documents - [ ] IP assignments (patents, trademarks, copyrights, domains + registration formalities) **Stock purchases — add:** - [ ] Stock certificates with legends or book-entry transfer docs - [ ] Stock powers/transfer instruments - [ ] Director/officer resignations and replacement appointments **Mergers — add:** - [ ] Certificate/articles of merger (ready for state filing) - [ ] Director/officer resignations and appointments ### III. Ancillary Agreements - [ ] Legal opinions (both counsels — existence, authority, enforceability, no conflicts) - [ ] Payoff letters + lien releases for all indebtedness (must specify: payoff amount, wire instructions, UCC-3 terminations/mortgage releases) - [ ] Employment agreements for continuing key employees - [ ] Non-compete/non-solicitation agreements (comply with state enforceability law) - [ ] Transition services agreement (scope, duration, fees, SLAs, termination) - [ ] Other commercial agreements (supply, distribution, licensing) ### IV. Consents & Regulatory - [ ] Third-party contract consents (all change-of-control/assignment restrictions) - [ ] HSR Act filing (if thresholds met — track filing date, second requests, waiting period) - [ ] State antitrust/competition filings - [ ] Industry-specific regulatory approvals (healthcare, financial services, telecom) - [ ] Foreign investment review (CFIUS or equivalent) - [ ] Landlord consents for lease assignments (submit early — extended review typical) - [ ] Franchisor/licensor approvals ### V. Closing Certificates - [ ] Seller's officer certificate (rep/warranty bring-down, covenant compliance) - [ ] Buyer's officer certificate (parallel certifications) - [ ] Secretary's certificates (both parties — org docs, resolutions, incumbency) - [ ] Bring-down/MAC certificate (no material adverse change since signing) - [ ] Tax certificates: W-9 (domestic), FIRPTA under IRC § 1445 (foreign seller), state withholding ### VI. Funds Flow Prepare a **funds flow memorandum** itemizing: base purchase price, working capital adjustment, escrow deposits (indemnification + earnout), creditor payoffs, transaction expenses (both sides), transfer taxes, and net proceeds to seller. Each line: amount, payee, wire instructions. - [ ] Wire instructions verified via verbal callback (fraud prevention) - [ ] Closing/settlement statement for tax reporting ### VII. Post-Closing - [ ] File certificate of merger (coordinate effective time) - [ ] Press release (both parties approve; securities law compliance if public) - [ ] Counterparty notices (customers, suppliers, landlords, lenders) - [ ] Government filings: HSR notifications, transfer tax returns, bulk sale compliance, license/permit updates, tax authority notifications - [ ] Corporate record updates (stock ledger, minute books) - [ ] Asset recording on buyer's books; assumed liability entries ## Pitfalls & Checks - **Cross-reference every item** to the purchase agreement section creating the obligation - **Map dependencies** — funds flow requires payoff letters; certificates require covenant completion; sequence accordingly - **Build lead time** for third-party items (landlord consents, regulatory approvals, lien releases) - **Version control** — timestamp each circulation; one party maintains the master - **Jurisdiction-specific** — research state variations for transfer taxes, bulk sale laws, and corporate formalities - **Wire fraud** — require verbal verification of any wire instruction changes; confirm receipt of all transfers - **Omit inapplicable sections** — tailor to transaction structure rather than including placeholders
Related Skills
ma-closing-checklist
Drafts a party-coded M&A closing checklist for U.S. stock purchases, asset deals, and mergers. Generates a status-tracked matrix covering corporate authorizations, transaction documents, consents, regulatory clearances, funds flow, and post-closing obligations. Use when coordinating closing for any M&A transaction.
due-diligence-checklist
Drafts due diligence checklists for U.S. corporate transactions (M&A, asset purchases, investments, JVs, restructurings). Covers corporate structure, financials, tax, contracts, IP, litigation, employment, benefits, insurance, and environmental compliance. Surfaces change-of-control triggers, consent requirements, and red flags. Use when preparing for deal closing, board presentations, or investor disclosure.
corporate-compliance-checklist
Drafts a U.S. corporate compliance program checklist anchored in DOJ ECCP, Federal Sentencing Guidelines Chapter 8, and SEC enforcement priorities. Covers governance, risk assessment, training, monitoring, reporting, domain-specific obligations, documentation, and phased implementation. Use when building, evaluating, or strengthening a compliance program, preparing for regulatory inquiry, or conducting annual program assessments.
closing-resolutions
Drafts unanimous written consent resolutions authorizing a buyer or seller entity to execute an asset purchase agreement and all ancillary closing documents. Covers corporate (board) and LLC (member/manager) governance formats, recitals, operative resolutions, officer authorization, ratification, and counterpart execution provisions. Use when preparing closing deliverables, board resolutions, member consents, or corporate authorization documents for US asset purchase transactions.
closing-disclosure
Drafts and reviews TRID-compliant U.S. residential Closing Disclosures, assembling all five pages of CFPB Form H-25, comparing to Loan Estimates, classifying tolerance buckets, flagging re-disclosure triggers, and producing a compliance review memo. Use when working with closing disclosures, CDs, TRID, Regulation Z, LE comparison, tolerance cures, cash-to-close reconciliation, settlement statements, or pre-consummation closing compliance review. Defers tolerance math to closing-disclosure-tolerance and timing math to closing-disclosure-timing-reference.
closing-disclosure-tolerance
Applies U.S. TRID tolerance rules to compare a residential mortgage Closing Disclosure (CD) against the controlling Loan Estimate (LE). Classifies fees by tolerance bucket, validates changed-circumstance resets, computes violations, and calculates cure amounts. Use when reviewing LE-CD variance, 10% tolerance, revised LE validity, changed circumstances, tolerance cure, or pre-closing compliance QA.
closing-disclosure-timing-reference
Provides TRID Closing Disclosure timing compliance rules under 12 CFR § 1026.19(f). Covers the three-business-day receipt rule, dual business-day definitions, delivery deemed-receipt rules, re-disclosure triggers, waiver procedures, and post-consummation deadlines. Use when calculating CD delivery deadlines, determining earliest permitted closing dates, evaluating whether a change triggers a new waiting period, or advising on emergency waiver procedures.
skill-name
Replace with a specific description of what this skill does and when to use it. Include keywords that help agents identify relevant tasks.
writing-surgical-consultation-notes
Creates structured surgical consultation responses with assessment and surgical candidacy determination. Use when responding to surgical consults, evaluating surgical candidates, or documenting surgical recommendations.
writing-operative-reports
Creates structured operative notes with findings, technique, specimens, and estimated blood loss. Use when dictating operative reports, documenting surgical procedures, or recording intraoperative findings.
writing-irb-submissions
Creates IRB submission packages with protocol summaries, consent forms, and risk-benefit analysis. Use when submitting to IRB, preparing ethics applications, or writing consent documents.
writing-grant-applications-research
Structures NIH/foundation grant applications with specific aims, significance, and innovation sections. Use when writing research grants, preparing NIH applications, or structuring grant proposals.