Corporate Cold-Start Interview

Imported from zgbrenner/agentcounsel (skills/setup/corporate-cold-start-interview/SKILL.md). Install upstream with npx skills add zgbrenner/agentcounsel --skill corporate-cold-start-interview. Copyright stays with the author.

Corporate Cold-Start Interview

Purpose

Conduct a structured, staged interview with a corporate practice group — led by a supervising attorney or authorized designee — to gather the information required to populate practice-profiles/corporate.md. The skill walks through all eight profile fields in sequence, records every answer, and assembles a filled draft of the profile for the practice group's review and approval. It produces draft legal work product for attorney review — not legal advice and not a final configuration.

Use When

• A team is adopting AgentCounsel and needs to configure practice-profiles/corporate.md for the first time.
• A corporate practice group is being onboarded to the library and no current profile exists.
• The library is being stood up for the first time and the corporate area is included in scope.
• A practice group wishes to revisit or rebuild its profile from scratch rather than make incremental updates.

Required Inputs

• A knowledgeable person from the corporate practice group — a supervising attorney or an authorized designee — who can answer questions about the group's entity portfolio, approval and signing matrices, board and committee processes, and review requirements.
• Any existing entity charts, approval authority matrices, board resolution templates, transaction checklists, or diligence playbooks the group already uses, so they can be referenced or cited in the profile.

Do Not Use When

• The group is actively working a live corporate transaction or governance matter. This skill configures the library; it does not support an open matter.
• A practice-profiles/corporate.md already exists and is current. In that case this is a refresh, not a cold start — though the skill may still be used to rebuild the profile deliberately.
• No authorized person is available to answer. Do not complete the interview with guessed or inferred answers; record all gaps as [CONFIRM: ...] placeholders.
• The purpose is to prepare board materials, diligence reports, or transaction documents for a specific matter (use the appropriate matter-level skill for that task).

Legal Safety Rules

• Produce draft legal work product for attorney review. This is not legal advice.
• Never guess or infer an answer to any interview question. If the interviewee cannot answer a question, record [CONFIRM: answer required from practice group] and move on.
• The filled profile is a draft. It must be reviewed and explicitly approved by the supervising attorney or practice group before it governs any AgentCounsel work product.
• Do not invent entity lists, approval thresholds, signing authorities, board processes, or diligence standards. Record only what the interviewee provides.
• Do not include client-specific facts, client names, matter identifiers, specific transaction details, or privileged details in the profile. The profile is a reusable group-level configuration, not a matter record.
• Do not state or imply that any threshold, process, or rule in the profile satisfies a statutory or regulatory requirement in any jurisdiction. Jurisdiction-specific legal obligations — including corporate formality requirements — are for the attorney to verify [verify jurisdiction].
• Flag every item the interviewee defers or leaves open with a visible [CONFIRM: ...] placeholder so the reviewer can see exactly what is unresolved.

Workflow

Stage 1 — Jurisdictions

Ask the interviewee:

• In which countries, states, or provinces does the group primarily advise on corporate and entity matters — including formation, maintenance, and transactions?
• Does the group advise on entities organized in jurisdictions different from where they operate, and if so, what are the most common combinations?
• Are there jurisdictions where the group's clients face sector-specific corporate requirements — for example, regulated industries, foreign investment restrictions, or public company obligations [verify jurisdiction]?
• Are there jurisdictions that the group treats as out of scope, requiring escalation or specialist outside counsel?
• Does the group maintain jurisdiction-specific entity guides, registered-agent arrangements, or corporate formalities checklists? If so, what are they called and where are they stored?

Record answers. Mark any unanswered item [CONFIRM: jurisdiction not yet specified].

Stage 2 — Client and Team Context

Ask the interviewee:

• Who are the primary clients of the corporate group — internal business units managing a parent-subsidiary structure, external corporate clients, portfolio companies, or a mix?
• What is the approximate scope of the entity portfolio the group supports — how many entities across how many jurisdictions?
• What types of corporate matters does the group handle most frequently — entity formation and maintenance, equity transactions, M&A, financings, governance and board support, or other types?
• Are there entity types or transaction categories that require special handling, coordination with other practice groups, or involvement of tax, regulatory, or specialist counsel?
• Does the group use an entity-management system or a company-secretary platform, and if so, what is it?

Record answers. Mark any unanswered item [CONFIRM: client/team context not yet specified].

Stage 3 — Escalation Thresholds

Ask the interviewee:

• What transaction-value or equity-dilution threshold triggers mandatory escalation to senior corporate counsel, general counsel, or the board?
• Are there transaction types — such as a change of control, a merger or acquisition above a specified size, an issuance of equity above a specified percentage, or a disposition of a material asset — that always require escalation regardless of headline value?
• Are there counterparty categories — such as competitors, regulated entities, strategic investors, or government bodies — that trigger mandatory escalation?
• What is the group's threshold for involving outside counsel or specialist advisers on a transaction?
• Who is the designated escalation contact for matters that exceed these thresholds, and what is the expected response time?
• Does the group maintain a written escalation matrix or transaction-approval policy? If so, what is it called and where is it stored?

Record answers. Mark any unanswered item [CONFIRM: escalation threshold not yet specified].

Stage 4 — Preferred Output Style

Ask the interviewee:

• Should corporate work product be delivered as a narrative memo, a structured checklist, a diligence summary table, a transaction timeline, or another format?
• What level of detail does the practice group expect — executive summary only, full issue-by-issue analysis, or both?
• Are there house style rules for how risk levels, open items, or action steps should be labeled or formatted?
• Should drafts include a separate assumptions section and a separate verification-items section, or are those integrated into the body?
• Are there particular deliverable types — board resolutions, officer certificates, diligence reports, capitalization-table summaries — for which the group has mandatory format requirements?

Record answers. Mark any unanswered item [CONFIRM: output style preference not yet specified].

Stage 5 — Source-of-Truth Documents

Ask the interviewee:

• What documents constitute the group's authoritative source of truth for corporate standards and processes — for example, an entity chart, an approval authority matrix, a board-resolution template library, a transaction checklist, or a diligence playbook?
• Where are those documents stored, and how should an agent reference them in work product?
• Are any of those documents currently under revision or not yet finalized? If so, which version governs until a new one is approved?
• Is there a corporate or entity-management system that serves as the record of entity status and organizational documents?
• Is there a formal process for updating or approving changes to the source documents?

Record answers and document names. Mark any unanswered item [CONFIRM: source document not yet identified].

Stage 6 — Standard Positions and Playbooks

Ask the interviewee:

• What is the group's approval and signing authority matrix — who may bind the organization at each transaction-value tier, and does a written delegation of authority document govern this?
• What is the group's standard board and committee process — notice requirements, quorum conventions, consent-in-lieu-of-meeting conventions, and record-keeping approach?
• What is the group's standard diligence threshold and scope for an acquisition or investment — at what deal size does full diligence apply vs. a streamlined scope, and what areas are always covered?
• What is the group's default position on representations and warranties — including materiality qualifiers, knowledge qualifiers, and survival periods — in acquisition agreements?
• Does the group have standard indemnification positions for corporate transactions — including caps, baskets, and carve-outs — and are those positions documented?
• Does the group maintain a formal playbook document that captures these positions? If so, what is it called and where is it stored?

Record answers. Mark any unanswered item [CONFIRM: standard position not yet specified].

Stage 7 — Attorney Review Requirements

Ask the interviewee:

• At what stage of a corporate matter does attorney review of work product become mandatory — initial intake, before any board presentation, before any external communication, before signing, or at other defined stages?
• Are there work-product types for which attorney review is always required regardless of matter stage — for example, board resolutions, officer certificates, opinion letters, or transaction closing checklists?
• What is the designated reviewer's role — handling attorney, supervising attorney, general counsel, or outside counsel?
• What is the expected turnaround time for attorney review of standard corporate work product, and how are time-sensitive closings or board deadlines handled?
• Is there a formal sign-off step — for example, a required approval notation, a legal sign-off on a closing certificate, or a logged confirmation — before work product is relied upon or a transaction closes?

Record answers. Mark any unanswered item [CONFIRM: review requirement not yet specified].

Stage 8 — Prohibited Assumptions

Ask the interviewee:

• Are there facts, statuses, or authorizations that agents must never assume without explicit confirmation — for example, that an entity is in good standing, that a prior board approval is still current, that a signing authority matrix has not changed, or that an organizational document is the most recent version?
• Are there corporate-specific risks — such as unauthorized commitments, defective corporate action, or missing consents — where an agent must stop and escalate rather than reason through independently?
• Are there transaction types or entity categories where agents must never proceed beyond intake without direct attorney involvement?
• Are there prior incidents, compliance failures, or lessons learned that should be encoded as explicit prohibitions for agents working on corporate matters?

Record answers. Mark any unanswered item [CONFIRM: prohibited assumption not yet specified].

Stage 9 — Assemble the Draft Profile

Compile all answers into a filled draft of practice-profiles/corporate.md, populating each of the eight profile sections. For every item that was not answered, insert a visible [CONFIRM: ...] placeholder with enough context for the reviewer to understand what needs to be supplied. Append a list of all open placeholders so the reviewing attorney can see at a glance what remains unresolved.

Output Format

Deliver:

1. Filled draft of practice-profiles/corporate.md — all eight sections populated with answers from the interview. Every unanswered item is a visible [CONFIRM: ...] placeholder.
2. Open-items list — an explicit enumeration of every placeholder inserted, with the stage and question it corresponds to, so the reviewing attorney can resolve them efficiently.

Label the entire output: Draft legal work product for attorney review. Not legal advice. This profile draft must be reviewed and approved by the supervising attorney or practice group before it is relied upon.

Attorney Verification Checklist

• All eight profile sections have been reviewed by a supervising attorney or authorized practice-group representative.
• Jurisdictions listed are accurate and complete for the group's current entity portfolio and transaction practice.
• The entity portfolio scope is accurate; any entities omitted from the profile have been deliberately excluded and that exclusion is documented.
• Approval and signing authority matrix is consistent with the organization's current delegation of authority documents and applicable corporate formality requirements [verify jurisdiction].
• Board and committee process conventions are consistent with the organization's governing documents and applicable legal requirements [verify jurisdiction].
• Diligence thresholds and scope reflect the group's current approved standards, not outdated ones.
• Standard transaction positions — representations, warranties, indemnification — reflect current, approved group positions.
• Source-of-truth documents listed are finalized and in effect; any documents under revision are flagged.
• Attorney review requirements match the group's current supervision model and any applicable professional-conduct rules [verify jurisdiction].
• Prohibited assumptions are accurate and do not inadvertently exclude items that should be permitted.
• No client-specific facts, matter identifiers, transaction details, or privileged information appear in the profile.
• All [CONFIRM: ...] placeholders have been resolved or explicitly accepted as pending.
• The approved profile has been saved to practice-profiles/corporate.md and its effective date recorded.
• A process for periodic profile review and update — particularly following organizational changes or authority-matrix revisions — has been identified.