/closing-checklist

name: closing-checklist
description: >
  What's blocking close — maintain the closing checklist with status, critical
  path, and days to close. Self-updating: ingests new items from diligence
  findings and schedule builds, tracks status, surfaces what's blocking. Use
  when user says "closing checklist", "what's left to close", "checklist
  status", "add to the checklist", or on a scheduled status pull.
argument-hint: "[optional: item ID + status update]"

/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: "[🔴 / 🟠 / 🟡 / 🟢