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deal-structuring

Analyze transaction specifics to recommend M&A structures and term sheet terms.

3|Updated Mar 1, 2026
Search Tags:#corporate finance#M&A#term sheet#deal structuring#mergers and acquisitions#transaction terms
One-click install
npx skills add https://github.com/Kaakati/managing-director --skill deal-structuring
Or copy as Structured Prompt for Agent▼
Please help me install this Agent Skill.
Skill: deal-structuring
Source: https://github.com/Kaakati/managing-director/tree/main/.claude/skills/deal-structuring
Command: npx skills add https://github.com/Kaakati/managing-director --skill deal-structuring

SYSTEM DOCUMENTATION & REQUIREMENTS

💡 This Skill includes references (resource) components.

What problem does it solve?

This Skill assists in navigating the complexities of M&A deal structuring and the design of term sheets, ensuring all critical aspects are considered for a successful transaction.

Core Features & Use Cases

  • Deal Structure Selection: Analyzes transaction specifics to recommend the optimal legal structure (Asset Purchase, Stock Purchase, Merger).
  • Consideration Design: Helps define the mix of cash, stock, earnouts, and seller notes.
  • Purchase Price Mechanism: Facilitates the choice between Locked Box and Completion Accounts.
  • Key Term Negotiation: Provides guidance on Representations & Warranties, Indemnification, MAC clauses, and restrictive covenants.
  • Use Case: When advising a client on acquiring a target company, this Skill can help determine whether an asset or stock purchase is more advantageous based on tax implications, liability, and operational considerations, and then draft the core terms for the term sheet.

Quick Start

Use the deal-structuring skill to analyze a potential acquisition of 'TargetCo' by 'Acquirer Inc.' with an indicative EV of $50M, focusing on the tax implications for a C-corp seller in a stock purchase versus an asset purchase.

Frequently Asked Questions about deal-structuring

High-intent search queries and answers about installing and using this skill.

FAQPage Schema
How do I structure an M&A deal and decide between an asset or stock purchase?▼

M&A deal structuring analyzes transaction specifics like tax implications and liability to recommend the optimal legal structure, determining whether an asset purchase or stock purchase is more advantageous for the buyer and seller.

What is the difference between locked box and completion accounts for purchase price mechanisms?▼

Purchase price mechanisms in deal structuring facilitate the choice between locked box and completion accounts, defining how the final transaction value is calculated based on the target company's financial position at closing.

How do I design the consideration mix for a merger and acquisition transaction?▼

Consideration design in deal structuring helps define the optimal mix of cash, stock, earnouts, and seller notes, balancing upfront payments with deferred compensation to align buyer and seller interests.

What key contractual terms should be included in an M&A term sheet?▼

M&A term sheets should include representations and warranties, indemnification provisions, MAC clauses, and restrictive covenants to allocate risk and protect both parties during the transaction.

Can I analyze tax implications for a C-corp seller in a stock purchase versus an asset purchase?▼

Yes, deal structuring analyzes tax implications for a C-corp seller, evaluating the differences between a stock purchase and an asset purchase to recommend the most advantageous transaction structure.

When should I use an earnout in M&A deal structuring?▼

Earnouts are used in deal structuring when bridging a valuation gap between buyer and seller, tying a portion of the consideration to the target company's future financial performance to mitigate risk.

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