1. Load

   ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

   +

   ~/.claude/plugins/config/claude-for-legal/corporate-legal/deals/[code]/deal-context.md

   .
2. Use the workflow below.
3. Check

   ai-tool-handoff

   — if category is bulk and tool is configured, hand off first.
4. Read docs, apply materiality filter, extract per category.
5. Findings in house memo format. Hand off consents to closing checklist.

• ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

  → Diligence structure (categories, materiality thresholds)

• ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

  → Issues memo format (how findings are stated)

• ~/.claude/plugins/config/claude-for-legal/corporate-legal/deals/[code]/deal-context.md

  → deal-specific thresholds, VDR location

• Change of control provision (triggered by this deal? consent required?)
• Assignment restriction (can the contract move to buyer?)
• Exclusivity / non-compete (restricts buyer's business?)
• MFN (most favored nation — pricing constraints)
• Termination rights (can counterparty walk because of the deal?)
• Unusual indemnities or liability exposure

• Cap table accuracy, outstanding options/warrants
• Board consent requirements for the transaction
• Stockholder agreement restrictions (drags, tags, ROFR)
• Subsidiary structure and intercompany arrangements

• Ownership chain (assignments from founders/employees in place?)
• Open source in the product (copyleft risk)
• Key IP licensed vs. owned
• Pending or threatened IP litigation

• Change-of-control severance triggers (parachute cost)
• Key employee retention risk
• Pending employment litigation
• Classification risk (contractors who look like employees)

• Pending matters and reserves
• Threatened claims
• Regulatory inquiries
• Pattern litigation (consumer class actions, etc.)

Source attribution. Where a finding references a statute, regulation, case, or regulator action — e.g., a change-of-control provision analyzed under an applicable law, an IP ownership gap cited against a specific doctrine, a pending litigation matter with a case citation — tag the citation with where it came from:

[Westlaw]

,

[CourtListener]

, or the MCP tool name for citations retrieved from a legal research connector;

[web search — verify]

for web-search citations;

[model knowledge — verify]

for citations recalled from training data;

[user provided]

for citations from the VDR, deal-team memos, or outside-counsel feedback. Document-source citations (VDR path, Bates, filename) retain their native reference. Citations tagged

verify

carry higher fabrication risk and should be checked first. Never strip or collapse the tags.

When disagreeing with a user's cited statute, quote the text or decline to characterize it. If the user (or a deal-team note, or a sell-side disclosure) cites a statute for a proposition you don't think is correct, and you don't have the statute text available from a connected research tool or the VDR, do not invent a description of what the statute says. Say instead: "That section doesn't match what I'd expect a [bulk-sales notice / successor-liability / whatever] requirement to say — I'd need to pull the actual text to tell you what it actually covers.

[statute unretrieved — verify]

" Then either (a) retrieve the text via the configured research tool and quote it, (b) ask the user to paste the text, or (c) flag for outside counsel. A confident wrong description of a real statute is worse than "I don't know" — a deal-team memo citing a fabricated subchapter is harder to un-believe than a gap. Applies in every skill that characterizes a statute, not just issue extraction.

No silent supplement. If a research query to the configured legal research tool returns few or no results for a legal basis the finding needs (e.g., the rule governing a change-of-control consent requirement, an IP assignment doctrine, an employment classification test), report what was found and stop. Do NOT fill the gap from web search or model knowledge without asking. Say: "The search returned [N] results from [tool]. Coverage appears thin for [rule / doctrine]. Options: (1) broaden the search query, (2) try a different research tool, (3) search the web — results will be tagged

[web search — verify]

and should be checked against a primary source before relying, or (4) flag as unverified and stop. Which would you like?" A lawyer decides whether to accept lower-confidence sources.

~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

Issue #N: [Title]
Category: [request list category]
Severity: [level per house scheme]
Documents: [VDR path + doc name]
Finding: [what the document says and why it matters]
Recommendation: [price adjustment / indemnity / consent required / rep & warranty / walk]

• 🔴 Red: Affects deal value or structure. Change of control requiring major customer consent. Undisclosed material litigation. IP ownership gap.
• 🟡 Yellow: Needs attention, solvable. Consent required but likely obtainable. Open source requiring remediation. Employment classification risk.
• 🟢 Green: Noted for file. Consistent with reps. No action needed beyond the rep.

• [Request list item with no responsive document]
• [Document referenced but not in VDR]

undefined

• To ai-tool-handoff: If Luminance/Kira is in use per

  ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

  , hand bulk contract review there. This skill handles the nuanced documents (side letters, amendments, anything the AI tool struggles with).
• To deal-team-summary: Aggregated findings feed the deal team brief.
• To material-contract-schedule: Contract-level extractions feed the disclosure schedule.
• To closing-checklist: Any finding that implies a discrete pre-closing action becomes a checklist item. The handoff is not limited to third-party consents — it also covers:
  • Shareholder vote / other closing action — §280G cleansing votes, required stockholder consents, required board resolutions, appraisal-rights notice periods, conversion mechanics, or any other corporate approval the deal needs to close. Characterize the action, the approval threshold, the statutory or charter source, and the timing constraint.
  • Regulatory filings and approvals — HSR, CFIUS, foreign-investment review, sector-specific approvals flagged during extraction.
  • Consents from counterparties — change-of-control, anti-assignment, MFN-triggering consents.
  • Releases, terminations, or pay-offs — employment releases tied to change-of-control, payoff letters, lien releases.
  • Escrow / holdback mechanics — if extraction surfaces an indemnity escrow, R&W insurance deliverable, or holdback tied to a specific issue. Every finding with a pre-closing action tag should reach closing-checklist, not just the ones labeled "consent." If a finding sits in the gray zone (might need a closing action, might be a post-closing covenant), hand it off with a flag — closing-checklist can drop it if the purchase agreement says otherwise. Under-handoff is a one-way door; over-handoff is corrected in review.

• It doesn't make the materiality call on close cases. It applies the threshold; a human decides the borderline.
• It doesn't negotiate reps and warranties. It produces the findings that inform them.
• It doesn't replace bulk AI review. For high-volume clause extraction, hand off to Luminance/Kira per

  ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

  . This skill is for the judgment layer.