# Usage: curl -sSL https://seed.show/mergers.acquisitions.us | bash -s <install-path>
# <install-path> is the directory where the file should land.

set -euo pipefail
[ -z "${1:-}" ] && {
  echo "install requires a path: curl -sSL https://seed.show/mergers.acquisitions.us | bash -s <install-path>" >&2
  exit 1
}
TARGET="$1"
mkdir -p "$TARGET"
DEST="$TARGET/seed-fold.9jBPrR.folded.md"

cat > "$DEST" <<'PORTDOWN_D0A51161'
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This is a `.folded.md` archive — a directory packed into one markdown
file. The markers below are load-bearing; don't edit them directly.

To unpack (requires bash — if you have no shell, tell the user):
  1. curl -sSLf https://fold.dom.vin/skill | bash -s <INSTALL_DIR>
  2. <INSTALL_DIR>/fold/scripts/unfold <this-file>
     (or: unfold <this-file>  if fold/scripts is on your PATH)
-->

---
fold: true
marker: 7fd3cd
at: 2026-05-07T16:16:19Z
root: seed-pack.aOQYs4
---

<!--fold:7fd3cd@file path="README.md" mode="644"-->
# mergers.acquisitions.us

US mergers and acquisitions context for agents. Covers structural M&A process, deal mechanics, regulatory framework, and where agents systematically go wrong.

**What this seed does not contain:** current valuation multiples, live deal volume statistics, or market sentiment data — these change constantly and hallucinated figures in M&A advice cause real harm. For current market data, fetch from Dealogic, PitchBook, or Bloomberg at task time.

**What agents must not hallucinate:** HSR filing thresholds (indexed annually — fetch from FTC before advising), current merger enforcement posture (changes with administration), and specific case outcomes not covered below.

---

## Mental model: M&A as sequential risk reduction

Each phase of an M&A transaction is designed to reveal or eliminate a specific category of risk before the next gate. Understanding what risk each phase is eliminating — and what happens when that risk materializes — is more durable than memorizing process steps.

| Phase | Primary risk being eliminated | Gate to next phase |
|---|---|---|
| LOI | Fundamental misalignment on price, structure, exclusivity | Executed LOI with binding exclusivity |
| Due Diligence | Unknown liabilities; gap between seller's representations and reality | Diligence report; working capital target set; definitive agreement drafted |
| Definitive Agreement | Failure to close; post-signing deterioration; regulatory block | Signed agreement with binding obligations to close |
| Closing | Regulatory clearance; financing; condition satisfaction | Consideration paid; ownership transferred |

The phases are sequential at the gate level but the work overlaps: diligence often begins before the LOI is fully executed; definitive agreement drafting starts before diligence closes. The gate is what cannot be skipped.

---

## Phase 1: LOI (Letter of Intent)

The non-binding term sheet that frames the deal. Core components:

- **Purchase price and form of consideration** — cash, stock, earnout, or combination
- **Deal structure** — asset purchase, stock purchase, or statutory merger (see stable facts below for tax implications)
- **Exclusivity period** — typically 30–60 days; the seller agrees not to shop the deal during this window
- **No-shop provision** — the seller's promise not to solicit or entertain competing offers during exclusivity
- **Confidentiality** — binding regardless of whether the deal closes
- **Governing law** — almost always Delaware for M&A transactions

The LOI is not the deal; it is the framework for negotiating the deal. Most provisions are non-binding. The binding provisions are: exclusivity, no-shop, confidentiality, and governing law. A buyer who fails to distinguish binding from non-binding LOI provisions is advising on the wrong document.

---

## Phase 2: Due Diligence

The buyer's systematic investigation of the target before committing to the definitive agreement. Four tracks run in parallel:

- **Legal**: corporate records, contracts (change-of-control provisions), litigation, regulatory compliance, employment agreements, IP chain of title
- **Financial**: historical financials, quality of earnings (QofE) analysis, working capital analysis, debt and contingent liabilities, tax exposure
- **Operational**: customer concentration, vendor dependencies, key employee retention risk, systems and infrastructure
- **IP**: patent ownership and prosecution history, trademark registrations, software licenses, open-source license compliance (GPL/LGPL/AGPL copyleft exposure)

**Deliverables:** diligence report, disclosure schedules (facts the seller discloses to qualify representations — these become contractual), and the working capital target (derived from historical financials; this number feeds directly into the purchase price adjustment mechanism).

**The posture question:** Buy-side diligence is confirmatory and discovery-oriented. Sell-side preparation (vendor due diligence, or VDD) is increasingly common in PE exits and auctions — the seller prepares a VDD report before going to market to limit adversarial discovery and run a cleaner process.

---

## Phase 3: Definitive Agreement

The binding document that governs the transaction. Form depends on deal structure:

- Asset purchases → Asset Purchase Agreement (APA)
- Stock purchases → Stock Purchase Agreement (SPA)
- Statutory mergers → Merger Agreement

The definitive agreement contains: representations and warranties, covenants (pre-closing operational covenants and post-closing obligations), conditions to closing, termination rights including MAC/MAE, indemnification provisions, and the working capital adjustment mechanism.

**Signing is not closing.** Signing the definitive agreement creates binding obligations to close — subject to conditions. The period between signing and closing is when regulatory approvals are obtained, financing is confirmed, and bring-down of representations is verified.

---

## Phase 4: Closing

The actual transfer of ownership. Preconditions:

- **Regulatory clearance** — HSR waiting period expiration or early termination (see HSR section below), plus sector-specific approvals: CFIUS for foreign acquirers of US businesses, FCC for telecom, FERC for energy
- **Financing** — if the buyer is using debt, the lender must fund at closing; financing condition failure is a material risk in leveraged buyouts
- **Closing conditions** — no MAC, representations still true, covenants performed, required third-party consents obtained

At closing: consideration is paid, ownership transfers, and post-closing mechanics begin — escrow holdbacks, working capital adjustment true-up (typically 60–90 days post-closing), and earnout tracking if applicable.

---

## Deal structures: the stable comparison

| Structure | What transfers | Seller's tax treatment | Buyer's basis | Assumed liabilities |
|---|---|---|---|---|
| Asset purchase | Specific assets and liabilities, individually assigned | Ordinary income on assets; capital gain on goodwill | Stepped up to purchase price (full depreciation/amortization benefit) | Only those specifically assumed |
| Stock purchase | All shares (all assets and liabilities pass with the shares) | Capital gain to selling shareholders | Carryover basis in stock (no step-up) | All liabilities — known, unknown, and contingent |
| Statutory merger | All assets and liabilities transfer by operation of law | Depends on tax structure (taxable vs. tax-free reorganization) | Depends on tax election made | All liabilities by operation of law |

**Why this matters:** Buyers generally prefer asset purchases (stepped-up basis, selective liability assumption). Sellers generally prefer stock purchases (capital gain treatment, single transaction closes). The gap is frequently bridged through price negotiation and, where available, a Section 338(h)(10) election.

**Section 338(h)(10):** Allows parties to treat a stock purchase as an asset purchase for tax purposes when the target is an S corporation or a subsidiary of a consolidated group — the buyer gets stepped-up basis while the legal structure remains a stock deal. Requires seller agreement; sellers pay higher tax and expect a gross-up in the price.

---

## Earnouts

When buyer and seller disagree on valuation — typically because the seller believes future performance will exceed what the buyer will price — the gap is sometimes bridged with an earnout: the buyer pays additional consideration if the business hits specified milestones post-closing.

**Earnout mechanics:** Define the measurement period, the milestone (revenue, EBITDA, a product milestone), the measurement methodology, and the buyer's operational obligations during the earnout period.

**Earnout litigation:** Earnouts are the most litigated M&A provision because (a) the buyer controls the business post-closing and thus controls the inputs to the earnout calculation, and (b) the milestones are subject to accounting ambiguity. Delaware courts enforce earnout provisions literally. Sellers should negotiate explicit covenants requiring the buyer to operate the business in a manner designed to achieve the earnout milestones — without these covenants, the buyer has no obligation to maximize earnout performance.

---

## Representations and warranties insurance (RWI)

RWI shifts indemnification risk from the seller to an insurer. The insurer pays covered losses arising from breaches of the seller's representations, up to the policy limit. Standard in PE exits; increasingly common in strategic M&A.

**Why it matters:** In traditional M&A, the seller retains post-closing indemnification obligations — typically backed by an escrow holdback from the purchase price. RWI allows sellers to receive full consideration at closing (no escrow) and limits post-closing exposure. Buyers benefit because the insurer has deeper pockets than the seller post-closing (particularly in PE deals where the seller fund is distributing proceeds).

**RWI underwriting exclusions are a proxy for deal risk:** The insurer's exclusion schedule identifies what the underwriter found too uncertain to cover — which is often a faster path to the real risk list than the buyer's own diligence. Any issue that the insurer excludes requires alternative protection: price adjustment, specific indemnity, or rep carve-out.

---

## HSR and regulatory clearance

The Hart-Scott-Rodino Antitrust Improvements Act requires parties to transactions above the HSR threshold to file premerger notification with the FTC and DOJ and observe a 30-day waiting period before closing.

**The threshold is indexed annually.** The FTC publishes the updated figure each February in the Federal Register. Verify the current year's threshold at the FTC source before advising on any transaction near the threshold. Do not rely on a figure from memory.

**Waiting period mechanics:** The 30-day waiting period begins on the date of filing. It can end early if the agencies grant early termination. It extends if the agencies issue a Second Request, which triggers a second 30-day period after substantial compliance with the Second Request — in practice, Second Requests extend timelines by 6–12 months.

**Failure to file:** A civil penalty of up to $50,000 per day of violation. Agents describing a path to closing on a large transaction that ignores the HSR waiting period are creating liability, not saving time.

**The new HSR form (effective February 10, 2024):** The most significant overhaul of premerger notification rules since 1976. The new form requires substantially more information: transaction rationale narrative, deal-related documents created in the ordinary course of business, vertical relationships (customer and supplier overlaps), labor market overlaps, and a 10-year look-back on prior acquisitions (expanded from 5 years). Preparation time for complex transactions: 4–8 weeks, compared to 1–2 weeks under the old form. Agents describing the old form's requirements are systematically underestimating the information burden and timeline.

**CFIUS:** Mandatory filing requirements apply to foreign acquisitions of US businesses in sectors involving critical technology, critical infrastructure, or sensitive personal data. CFIUS review adds a separate timeline — typically 30 days for standard review, 45 additional days for a full investigation — that runs parallel to or after HSR review. For any deal with a non-US acquirer, determine CFIUS applicability before describing the regulatory clearance timeline.

---

## What AI is changing

**What AI is doing in M&A:**

- **Due diligence document review** — contract review at scale; flagging change-of-control provisions, non-competition clauses, and termination triggers across large data rooms in hours rather than weeks. Contract AI tools (Kira, Luminance, Ironclad) are now standard in large-deal diligence.
- **Data room organization** — classification and indexing of uploaded documents; surface-level gap identification (requested but not produced).
- **Contract analysis and redlining** — first-pass redlines against playbook positions; flagging deviation from standard forms.
- **Financial modeling automation** — sensitivity analysis, scenario modeling, and LBO model construction are increasingly AI-assisted in PE and investment banking contexts.
- **Research and precedent search** — comparable transaction analysis, precedent deal terms, and regulatory precedent.

**What stays human:**

- **Deal judgment** — whether to do the deal, at what price, and on what terms. These are judgment calls that require understanding context, competitive dynamics, and risk tolerance that AI cannot supply.
- **Negotiation** — term negotiation involves reading the other side's constraints, posture, and priorities. The strategic moves in a negotiation (when to push, when to concede, what to trade) require human judgment.
- **Integration strategy** — post-closing integration is where most M&A value is created or destroyed. Culture, organizational design, and day-one priorities are human decisions.
- **Regulatory strategy** — antitrust counsel's assessment of merger risk, the decision to file voluntarily with CFIUS, and the response to a Second Request are legal and strategic judgments, not retrieval tasks.
- **MAC invocation** — the decision to invoke a MAC clause and walk from a signed deal is among the highest-stakes legal judgments in M&A. It requires reading the specific contractual definition, assessing the factual record, and estimating the litigation risk of being wrong. No AI tool should be making or recommending this call.
<!--fold:7fd3cd@file path="failure-modes.md" mode="644"-->
# M&A agent failure modes

Where AI agents systematically go wrong in M&A analysis — and the precise distinctions that prevent each error.

---

## Failure mode 1: Treating the purchase price as fixed

**What happens.** An agent describes a "$50 million acquisition" as though $50 million is the amount that will change hands. It is not.

**The reality.** Most M&A deals include a working capital adjustment mechanism that causes the final purchase price to differ from the headline number. The mechanism:

1. At signing, the parties agree on a target working capital level — derived from a trailing average of the company's historical working capital.
2. At closing, the parties estimate actual closing working capital.
3. Post-closing (typically 60–90 days), the buyer prepares a closing statement with the final working capital calculation.
4. If actual working capital exceeds the target, the buyer pays the seller the difference. If it falls short, the seller pays the buyer.

In businesses with thin margins or seasonal working capital profiles, the adjustment can be millions of dollars in either direction. In SaaS businesses with deferred revenue, the working capital definition itself is heavily negotiated — whether deferred revenue is included as a liability affects the target and the adjustment.

**Always describe the purchase price as:** "approximately $X, subject to working capital adjustment." Describe the mechanism, not just the number.

**Additional price complexity:** Earnouts (additional consideration contingent on post-closing milestones), escrow holdbacks (a portion of the purchase price held back to cover indemnification claims), and rollover equity (seller receives equity in the buyer or surviving entity rather than cash) all cause the amount received by the seller to differ from the headline price. A deal with a $50M headline and a $5M escrow, $5M earnout, and $10M rollover is a very different economic deal than one where $50M is paid in cash at closing.

---

## Failure mode 2: Conflating representations, warranties, and covenants

**What happens.** An agent told that "the seller breached a representation" advises on remedies as though it were a covenant breach, or conflates the survival period of reps with the survival period of covenants.

**The precise distinctions:**

- **Representations** are statements of fact made as of a specific point in time — typically the signing date, and sometimes repeated as of the closing date ("bring-down"). "The company has no material litigation pending as of the date of this Agreement." A representation is true or false as of that date.

- **Warranties** are promises that stated facts will remain true through a specified period, often through closing. US practice typically collapses reps and warranties into a single concept ("represents and warrants"), but the underlying distinction still matters: a rep true at signing but false at closing triggers different remedies than one false at signing.

- **Covenants** are promises about future conduct. "Between signing and closing, the company will operate in the ordinary course of business." "The seller will not solicit employees during the non-solicitation period." Covenants run forward in time; reps and warranties look backward or to the present.

**Why survival periods matter:** Rep and warranty survival periods are typically 12–24 months post-closing (with carve-outs for fundamental reps — corporate authority, title, capitalization — which often survive indefinitely or for the applicable statute of limitations). Post-closing covenants (non-compete, non-solicit) survive independently for their stated term, often 2–4 years. Pre-closing operational covenants expire at closing.

**The remedy question:** A breach of a rep at signing that the buyer knew about at closing may not give rise to a post-closing indemnification claim — the "sandbagging" doctrine and specific anti-sandbagging provisions determine whether buyer knowledge at closing waives the claim. This is heavily negotiated and jurisdiction-specific.

---

## Failure mode 3: Ignoring or overstating MAC clauses

**What happens.** Agents either (a) ignore MAC clauses and advise that the buyer must close regardless of what happens between signing and closing, or (b) describe MAC clauses as a general out that allows buyers to walk if the business deteriorates.

**The reality.** A Material Adverse Change (or Material Adverse Effect) clause gives the buyer the right to terminate the definitive agreement if a material adverse change occurs between signing and closing. MAC clauses are the buyer's primary protection against catastrophic deterioration of the target — but the standard is intentionally high.

**What constitutes a MAC is determined by:**
1. The specific contractual definition in the agreement
2. Delaware Court of Chancery case law interpreting it

**The operative cases:**

- *Akorn v. Fresenius Kabi* (Del. Ch. 2018): the first successful MAC invocation in Delaware. The court found a MAC where the target had systematically falsified regulatory data, experienced dramatic financial decline, and misrepresented compliance during diligence. This is the extreme case — years of deliberate misconduct plus a near-total financial collapse.

- *COVID-era cases:* COVID-19 was not a MAC in deals litigated in 2020 because most MAC definitions carve out general economic conditions, pandemics, and industry-wide disruptions that affect all companies similarly. The buyer bears the risk of market-wide events unless it specifically negotiated for coverage.

**Standard carve-outs (events excluded from MAC definitions, i.e., buyer bears the risk):**
- General economic or financial market conditions
- Industry-wide conditions that affect the sector generally
- Acts of God, natural disasters, pandemics
- Changes in law or regulation
- Changes in generally accepted accounting principles
- Actions taken at the buyer's written request or consent

**The negotiation:** Buyers want narrow carve-outs (fewer events excluded from MAC); sellers want broad carve-outs. The "disproportionate impact" exception is the middle ground — a market-wide event that disproportionately affects the target relative to its peers can still be a MAC even if it would otherwise be carved out.

**The takeaway:** MAC invocation is a high bar. It requires facts that would shock a court — not ordinary business fluctuation, not a bad quarter, not a change in market conditions. Any advice that MAC is available as a general walk-right should be flagged as incorrect.

---

## Failure mode 4: Mischaracterizing HSR requirements

**Two distinct errors:**

**Error A — ignoring HSR entirely.** Agents describing a path to closing on a large transaction often omit the HSR waiting period. Any deal above the current HSR threshold requires: (1) premerger notification filing with the FTC and DOJ, (2) a 30-day waiting period before closing. Failure to file is a civil penalty of up to $50,000 per day of violation. The HSR waiting period is not optional; it must be built into the deal timeline.

**Error B — using stale thresholds and form requirements.** The HSR threshold is indexed annually to GDP and published by the FTC each February. An agent that cites last year's threshold may be advising incorrectly about whether a filing is required. Fetch the current threshold from the FTC before advising on any transaction near the threshold.

The HSR form itself was substantially revised effective February 10, 2024 — the most significant overhaul since 1976. The new form requires:
- Transaction rationale narrative and ordinary-course deal documents (formerly limited to officer/director materials)
- Detailed vertical relationship analysis (customer and supplier overlaps)
- Labor market overlaps
- 10-year look-back on prior acquisitions (expanded from 5 years)

Preparation time under the new form: 4–8 weeks for complex transactions. Agents advising on HSR timelines based on pre-February 2024 knowledge are systematically underestimating the filing burden.

**Second Requests:** If the agencies are not satisfied by the initial filing, they issue a Second Request — a civil investigative demand for additional documents and information. Compliance with a Second Request adds 6–12 months to the deal timeline. Second Requests are more common when the deal involves significant horizontal overlap, a large acquirer, or markets the agencies have flagged as a priority. Build Second Request risk into the timeline analysis for any deal with identifiable antitrust exposure.

---

## Failure mode 5: Getting asset vs. stock purchase tax treatment wrong

**What happens.** Agents describe the tax treatment of M&A deal structures incorrectly, conflating the buyer's and seller's positions or getting the basis consequences backward.

**The stable facts:**

**Asset purchase:**
- Buyer: stepped-up basis in each acquired asset equal to the allocated purchase price. Future depreciation and amortization deductions are based on the stepped-up value — this is the primary tax benefit to buyers.
- Seller (corporate): two levels of tax. The corporation pays tax on gain on asset sale; shareholders pay tax again on liquidating distribution (if applicable). The seller generally disfavors asset sales for this reason.
- Seller (pass-through entity — S corp, partnership): gain flows through to the owners. Goodwill is typically capital gain.

**Stock purchase:**
- Buyer: carryover basis in the stock (no step-up in the underlying assets). The buyer cannot depreciate or amortize the purchase price premium (unless a 338 election is made).
- Seller: capital gain to selling shareholders. Single level of tax. Sellers generally prefer stock purchases.

**Section 338(h)(10) election:**
- Allows parties to treat a stock purchase as an asset purchase for tax purposes.
- Available when the target is an S corporation or a member of a consolidated group being acquired.
- Effect: buyer gets stepped-up basis in assets; seller pays tax at the asset-sale level (which may be higher than capital gain treatment on stock).
- Requires seller agreement — the seller is giving up favorable stock-sale tax treatment and typically receives a higher price to compensate (the "gross-up").

**The negotiation:** The tax benefit to the buyer from asset treatment vs. stock treatment can be quantified and modeled — the present value of future depreciation/amortization deductions on the stepped-up basis. This value is often split between buyer and seller in price negotiation when a 338 election is used.

---

## Failure mode 6: Earnout structuring errors

**What happens.** Agents describe earnouts as straightforward deferred consideration without flagging the structural risks that make them the most litigated provision in M&A.

**The core problem:** After closing, the buyer controls the business and therefore controls the inputs to the earnout calculation. A buyer who wants to minimize the earnout can:
- Shift revenue to periods outside the earnout measurement window
- Accelerate expenses into the earnout period
- Deprioritize the acquired business in favor of other business lines
- Change accounting policies that affect the earnout metric

Delaware courts enforce earnout provisions literally — the buyer has no implied obligation to maximize earnout performance unless the agreement explicitly creates one.

**What sellers must negotiate:**
1. An explicit covenant requiring the buyer to operate the acquired business in a manner designed to achieve the earnout milestones
2. Restrictions on changes to accounting policies during the earnout period
3. Audit rights over the earnout calculation
4. Dispute resolution mechanism (typically an independent accounting firm) for earnout disputes
5. Anti-assignment protection — if the buyer sells the business during the earnout period, the obligation must survive

**Earnout metric selection:**
- Revenue milestones: simpler to calculate but buyer-controllable through pricing decisions
- EBITDA milestones: subject to more accounting manipulation; definitional disputes about what is "in" EBITDA are common
- Non-financial milestones (product launch, regulatory approval, customer count): cleaner but require precise definition and binary outcomes are harder to dispute
- Gross profit: intermediate — less susceptible to SG&A allocation disputes than EBITDA

**What agents get wrong:** Describing an earnout as a straightforward payment mechanism without flagging (a) the buyer's control over outcomes, (b) the need for operational covenants, and (c) the litigation frequency of earnout disputes in Delaware.

---

## Failure mode 7: Ignoring representations and warranties insurance

**What happens.** An agent describes indemnification structure as a negotiation between buyer and seller without noting that RWI has fundamentally changed that structure in PE-sponsored M&A and is increasingly standard in strategic transactions.

**How RWI changes the indemnification structure:**

Traditional (no RWI):
- Seller retains post-closing indemnification obligations
- Backed by an escrow holdback (typically 10–15% of purchase price, held 12–18 months)
- Seller's exposure = escrow amount (subject to basket and cap)

With RWI:
- Insurer pays covered losses from rep breaches (after a retention, typically 1% of deal value)
- Seller receives full consideration at closing — no escrow (or minimal escrow for specific known risks)
- Seller's post-closing exposure is limited to fraud
- Buyer has a creditworthy counterparty (insurer) rather than a seller who may have distributed proceeds

**The exclusion schedule as diligence output:** The RWI underwriter conducts its own diligence and produces an exclusion schedule — a list of issues the policy will not cover. This schedule is often the most direct summary of deal risk: if the underwriter excluded it, there is a reason. Any buyer's counsel who does not read the exclusion schedule carefully is missing the insurer's risk assessment.

**Cost:** RWI premiums are typically 2–4% of policy limits. Policy limits are typically set at 10–20% of deal value. The premium is often split between buyer and seller or treated as a transaction cost.
<!--fold:7fd3cd@file path="sources.md" mode="644"-->
# sources

Fetch these at task time. Ordered by relevance to common agent errors.

1. **FTC: current HSR filing threshold** — updated annually each February; the current year's threshold is the load-bearing number for any deal near the $100M+ range. The FTC publishes the indexed figure in a Federal Register notice each February:
   https://www.ftc.gov/legal-library/browse/rules/premerger-notification-rules

2. **FTC: new HSR form (effective February 10, 2024)** — the revised premerger notification rules with expanded information requirements for deal rationale, vertical relationships, labor market overlaps, and a 10-year acquisition look-back. Agents advising on HSR compliance should read the new form requirements, not the pre-2024 form:
   https://www.ftc.gov/legal-library/browse/rules/premerger-notification-rules

3. **DOJ/FTC: 2023 Merger Guidelines** — the agencies' current analytical framework for evaluating whether a merger may substantially lessen competition; supersedes the 2010 Horizontal Merger Guidelines and the 2020 Vertical Merger Guidelines. Read before advising on antitrust risk in any transaction:
   https://www.justice.gov/atr/2023-merger-guidelines

4. **Delaware Court of Chancery: Akorn v. Fresenius Kabi (2018)** — the first successful MAC invocation in Delaware; sets the evidentiary standard for what constitutes a material adverse change. The opinion is the primary reference for MAC clause interpretation:
   https://courts.delaware.gov/Opinions/Download.aspx?id=275730

5. **CFIUS: Committee on Foreign Investment in the United States** — mandatory filing requirements for foreign acquisitions of US businesses in critical technology, critical infrastructure, or sensitive personal data sectors. Read before describing the regulatory clearance timeline for any deal with a non-US acquirer:
   https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius

6. **SEC: Regulation M-A** — governs disclosure obligations in business combination transactions involving public companies (proxy statements, Schedule TO, Schedule 14D-9). Applies to public targets; not relevant for private company M&A:
   https://www.sec.gov/divisions/corpfin/mergers.shtml

7. **ABA: Model Stock Purchase Agreement** — the American Bar Association's model agreement with annotated commentary; the standard reference for SPA drafting conventions, rep/warranty language, indemnification structure (baskets, caps, survival periods), and disclosure schedule conventions:
   https://www.americanbar.org/groups/business_law/publications/books/model_stock_purchase_agreement/

8. **ABA: Model Asset Purchase Agreement** — companion to the SPA model; covers asset-specific provisions including assumed liabilities, excluded liabilities, bill of sale and assignment mechanics, and consent-to-assignment requirements:
   https://www.americanbar.org/groups/business_law/publications/books/model_asset_purchase_agreement/

9. **SRS Acquiom: M&A Deal Terms Study** — annual study of private company M&A deal terms drawn from transactions administered by SRS Acquiom; covers working capital adjustment mechanics, earnout structures, escrow amounts and survival periods, RWI adoption rates, and indemnification basket and cap trends. Use for deal terms benchmarking rather than market data:
   https://www.srsacquiom.com/resources/ma-deal-terms-study/

10. **American Bar Association: Private Target M&A Deal Points Study** — biennial study of deal terms in private company acquisitions; covers rep/warranty survival periods, basket structures, caps, fundamental rep treatment, and specific indemnity frequency. The authoritative source for "market" positions on indemnification terms:
    https://www.americanbar.org/groups/mergers_acquisitions/
<!--fold:7fd3cd@end-->
PORTDOWN_D0A51161

# ── post ──
MARKER=$(awk '/^---$/ { f++; if (f==2) exit; next } f==1 && /^marker:[[:space:]]/ { sub(/^marker:[[:space:]]+/, ""); print; exit }' "$DEST")
[ -z "$MARKER" ] && { echo "seed: archive has no marker — corrupt" >&2; exit 1; }
awk -v m="$MARKER" -v outdir="$TARGET" '
  BEGIN {
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    # the path (fold emits  mode="644"  on executables).
    file_re = "^<!--fold:" m "@file path=\"([^\"]+)\"( mode=\"[0-9]+\")?-->$"
    end_re  = "^<!--fold:" m "@end-->$"
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  $0 ~ end_re { if (current) close(current); exit }
  $0 ~ file_re {
    if (current) close(current)
    line = $0
    sub(/^<!--fold:[^@]+@file path="/, "", line); sub(/".*$/, "", line)
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    if (dir != current) system("mkdir -p \"" dir "\"")
    printf "" > current
    next
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  current { print >> current }
' "$DEST"
SEED_EXTRACTED=$(find "$TARGET" -type f -not -path "$DEST" 2>/dev/null | wc -l)
if [ "$SEED_EXTRACTED" = "0" ]; then
  echo "seed: archive contained no files — refusing to delete the source" >&2
  echo "  archive preserved at: $DEST" >&2
  exit 1
fi
rm -f "$DEST"

echo "" >&2
echo "✓ seed unpacked → $TARGET ($SEED_EXTRACTED files)" >&2
find "$TARGET" -type f | sort | while IFS= read -r _sf; do
  echo "  ${_sf#${TARGET}/}" >&2
done
echo "" >&2
if [ -f "$TARGET/SKILL.md" ]; then
  echo "This seed contains a skill (SKILL.md). Install it in your agent's skills directory." >&2
  echo "" >&2
fi
echo "Install the seed skill if not already installed:" >&2
echo "  https://seed.show/skill" >&2
echo "" >&2
echo "Publisher prompt:" >&2
sed 's/^/  /' >&2 <<'__SEED_PROMPT_END_AC1F2B__'
You have the US M&A context. Read README.md first — it covers the four phases, deal structures, earnouts, RWI, HSR, and what AI is changing. Read failure-modes.md for the seven ways agents go wrong on purchase price, reps/warranties/covenants, MAC clauses, HSR, tax treatment, earnouts, and RWI. Fetch sources.md for current merger guidelines and HSR thresholds before advising on any deal near the threshold. Then ask what transaction to analyze.
__SEED_PROMPT_END_AC1F2B__
exit 0