How to prepare a deal issues list from transaction documents for Corporate Restructuring Transactions

Prepare a company-side deal issues list by mapping transaction documents to the restructuring steps they implement, then isolating provisions requiring a legal, commercial, or execution decision. For each issue, identify the current clause, supporting evidence, company position, fallback, decision-maker, and cross-document dependencies. The resulting deliverable is a prioritized decision record—not a provision-by-provision summary—that shows what must change, who can authorize the change, and whether resolution affects economics, retained exposure, or transaction sequencing.

When to use this workflow

Use this workflow when company counsel receives coordinated drafts for an out-of-court merger, asset transfer, or corporate separation, particularly before negotiations, preparation of board materials, or approval of revised transaction steps.

This is a US-oriented professional workflow with Delaware corporate-law illustrations and a federal procurement overlay where applicable. Entity form, incorporation jurisdiction, governing documents, transaction structure, and individual contracts determine the analysis. Assign bankruptcy, tax, securities, antitrust, and foreign-law questions to appropriate specialists; flag their effects on the issues list without treating them as resolved.

Define whose interests the list represents. A parent retaining guarantees may need different protections from a subsidiary receiving assets. Identify divergent interests for counsel to assess rather than treating every group company as interchangeable.

What you need

Assemble a bounded review set:

• Transaction architecture: before-and-after entity charts, numbered step plan, asset destinations, proposed survivors, and intended effective times.
• Current drafting set: principal agreement, schedules, exhibits, amendments, ancillary agreements, and comparisons against the previous negotiating drafts.
• Underlying evidence: affected customer and supplier contracts, financing and guarantees, lien information, permits, and intercompany arrangements.
• Authority records: charters, ownership records, proposed resolutions, and available approval analysis for participating entities.
• Company instructions: economic objectives, operational requirements, retained-liability concerns, and authorized decision-makers.

Assign stable document IDs. Keep versions, execution status, amendments, and missing schedules in a document index. Distinguish a missing release from evidence that no guarantee exists. Request missing material through the responsible custodian rather than filling gaps with assumptions.

Use the template

The companion template is Corporate Restructuring Transactions — Deal issues list. Copy this table into your working document or spreadsheet. Use one row per decision and issue IDs to connect related decisions.

“Draft / evidence” identifies the provision to change and its supporting source: document ID, version, clause, schedule entry, or page. For missing language, identify the reviewed document and relevant section; do not invent a clause citation.

“Company ask / fallback” separates the preferred outcome from an alternative requiring approval. “Dependencies” identifies linked issues, agreements, approvals, and sequencing constraints. “Owner / decider” distinguishes the person developing the recommendation from the person authorized to accept it.

Use “Status / decision” for disposition, verification evidence, and unresolved assumptions. Prioritize by consequence and timing, not clause order. A transfer blocker should remain distinguishable from an allocation the company can knowingly accept.

Step by step

1. Fix the review baseline and restructuring steps

Confirm which draft set controls the negotiation round. Map each instrument to a numbered step and exact legal entities. Reconcile names, asset destinations, and effective-time definitions before analyzing individual clauses.

Do not silently substitute a merger for an asset transfer. If structure remains unsettled, identify alternatives and the issues dependent on each. Ask whether an apparently internal step precedes an external sale that changes the commercial exposure.

Record: the step, entity, and controlling document version. Create a separate row for an unresolved structural decision; link dependent rows to it.

2. Extract decisions rather than every drafting observation

Read the principal agreement alongside schedules and implementation documents. Focus on asset and liability allocation, transfer restrictions, company guarantees, shared contracts, conditions, and transition arrangements.

Frame an issue as a decision: “Will the company retain this guarantee pending lender release?” is more useful than “Guarantee provision unclear.” Separate verified text, missing evidence, and counsel’s assessment. Explain the financial or operational consequence without treating an unverified risk as an established fact.

Distinguish a technical correction from a concession. Replacing release with indemnification changes the proposed protection, even if the drafting change is short.

Record: the decision question, impact, and precise supporting references. Keep routine typographical comments outside the decision list.

3. Test authority against the transaction structure

For a Delaware merger under DGCL § 251, subsection (b) requires constituent-board approval and a declaration of advisability; subsection (c) supplies the ordinary stockholder-adoption and filing route. Test statutory exceptions and alternative routes before assigning approval tasks. See DGCL § 251(b)–(c).

For asset dispositions, § 271(a) addresses board action and majority-outstanding-stock authorization for transactions involving all or substantially all assets. Section 271(c) generally dispenses with stockholder approval for transfers to a qualifying wholly owned, controlled subsidiary unless the certificate provides otherwise. Assess the statutory threshold, subsidiary definition, charter, and relevant exceptions, including § 272. See DGCL §§ 271–272.

Record: the authority question, available corporate records, responsible counsel, and required decision. Draft resolutions alone do not establish that approvals have occurred.

4. Compare proposed transfers with third-party restrictions

Read assignment, merger, operation-of-law, change-of-control, termination, and guarantee provisions together with amendments and incorporated terms. Distinguish consent, notice, novation, and release instead of recording them all as “consents.”

DGCL § 259(a) provides for vesting of property and rights and attachment of liabilities in a statutory merger while preserving creditor rights and liens. Do not use that provision alone to resolve contract-specific consent or permit questions. See DGCL § 259(a).

For federal contracts, FAR 42.1204 distinguishes specified asset transfers from qualifying stock purchases leaving the contracting party legally unchanged, controlling the assets, and performing the contracts. Its novation submissions belong to that workstream, not every restructuring. See FAR 42.1204(a)–(g).

Record: the restriction, interpretive uncertainty, proposed response, and remaining company exposure. Assign unresolved legal questions rather than declaring every transfer permissible or prohibited.

5. Reconcile allocation with implementation

Trace material allocations into transfer instruments, schedules, transition arrangements, and releases. Ask whether the documents produce the intended result at the intended step, and whether an untransferred asset or unreleased obligation leaves exposure with the represented company.

For shared contracts, identify the proposed mechanism: partial assignment, amendment, replacement contracting, or interim performance. The executed 3M–Solventum agreement separately addresses shared contracts in § 2.8 and execution and delivery of applicable ancillary agreements in § 2.12. This is negotiated wording, not evidence of a market standard or authority to override counterparties. See the Separation and Distribution Agreement.

Record: linked provisions, the implementation gap, and effects on consideration, reimbursement, service duration, or retained liability.

6. Set the company position and escalation route

Obtain instructions from the relevant legal and business stakeholders. State the preferred result, any authorized fallback, and its conditions. Mark an unapproved alternative expressly as a proposal.

For delayed transfers, ask who performs, receives revenue, bears costs and claims, supplies information, and ends the arrangement. Verify whether the contemplated performance is permitted before recommending it. Identify any pricing or resource decision needed for an extended transition.

Distinguish a condition from a covenant, deliverable, and termination right. Check waiver authority against the actual agreement and applicable law rather than assuming the negotiating team can waive a blocker.

Record: company ask, fallback, decision-maker, and affected issue IDs. Identify who must approve changes to economics or sequencing.

7. Verify dispositions and circulate a stable version

Check citations against current drafts and factual assertions against source documents. Confirm that revised language implements the instruction across schedules and ancillary agreements, not just the principal clause.

Close a row only on an identified basis: incorporated drafting, verified evidence, authorized risk acceptance, or documented transfer to another controlled workstream. Distinguish “drafting agreed” from “release received” or “condition satisfied.” Agreement in principle does not establish implementation.

Record: disposition and verification reference. Give unresolved rows an owner, next decision, and escalation point tied to the transaction schedule. Circulate a stable version so meeting decisions attach to identifiable rows.

Worked example

Fictional scenario: Alder Quay Holdings, Inc. plans to transfer its instruments business to wholly owned Larch Instruments, Inc. at Step 1, then sell Larch at Step 2. Counsel represents Alder Quay. All parties, documents, and provisions below are fictional.

SA-04 is the draft separation agreement; TSA-03 is the draft transition services agreement. Executed FIN-02 records Alder Quay’s guarantee of Larch’s borrowing. Executed CUST-11 covers both businesses and requires consent to assignment. No lender release or customer amendment has been supplied. TSA-03 provides a fixed service exit without addressing unresolved transfer approvals.

The evidence changes the agenda from three isolated edits to a sequencing decision. Alder Quay must evaluate guarantee protection after losing ownership of Larch, while separating customer consent from operational readiness. An indemnity, allocation schedule, or exit date cannot substitute for the missing evidence. Counsel should not invent lender or customer agreement to make the proposed sequence appear workable.

Common mistakes

• Listing clauses without decisions. State the disputed allocation, consequence, and requested instruction.
• Treating the group as one party. Identify the obligor, recipient, guarantor, and represented company separately.
• Reviewing only the main agreement. Reconcile schedules and implementation instruments before accepting an allocation as complete.
• Equating indemnification with release. Record the proposed protection separately from evidence of third-party release.
• Closing on an email concession. Verify dependent drafting or retain an implementation status with an owner.

Final quality check

• Each row identifies the restructuring step and correct entity.
• References resolve to current drafts and relevant amendments.
• Verified facts, missing evidence, and legal judgments remain distinguishable.
• Material issues state the company position and approval status of fallbacks.
• Dependencies capture economics, retained exposure, and sequencing.
• Authority and waiver questions identify governing sources and decision-makers.
• Closed issues have verification evidence; open issues have owners and next decisions.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. In contract review, lawyers can select the represented party or neither and give deal-specific instructions in Word. Findings quote clauses, rank severity, locate text, and identify missing language as not present. Lawyers can edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name, or dismiss findings with reasons. Tabular review supports work across documents; due diligence classification can organize the review set and prioritize human review. The issues list remains the team’s work product, with conclusions and concessions controlled by counsel. Book a demo to discuss this restructuring workflow.

Frequently asked questions

Should every diligence finding become a deal issue?

No. Include findings requiring drafting changes, instructions, risk acceptance, or sequencing decisions. Link supporting detail from the diligence record rather than duplicating it.

How should unresolved schedules be treated?

Identify the missing schedule and the decision it prevents. Do not infer that omitted assets or liabilities do not exist. Assign preparation and verification responsibility.

Can related issues share one row?

Yes, when one decision resolves them and the same person has authority. Split rows when evidence, owners, approvals, or dispositions differ; preserve links through issue IDs.

When can an issue move to a post-closing tracker?

When the agreement supports later performance and authorized decision-makers accept the remaining exposure. Record the contractual trigger, interim arrangements, owner, and completion evidence. Moving the row does not resolve it.

Sources

Apply the provisions effective for the transaction date. The executed agreement below illustrates negotiated drafting, not general law or market practice.

• Delaware Code, Title 8, §§ 251 and 259
• Delaware Code, Title 8, §§ 271–272
• Federal Acquisition Regulation 42.1204
• 3M–Solventum Separation and Distribution Agreement, §§ 2.8 and 2.12

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.