158 lines
7.1 KiB
Markdown
158 lines
7.1 KiB
Markdown
---
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name: regulatory-checklist
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description: >
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Generate transaction-specific regulatory compliance checklists by jurisdiction.
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Use this skill when a user mentions regulatory requirements, cross-border
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transaction, regulatory compliance checklist, multi-jurisdiction, foreign
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investment review, merger clearance, data protection requirements, licensing
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requirements by country, regulatory approval, or compliance requirements for
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a deal. Also trigger when users are doing cross-border M&A, establishing
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operations in a new jurisdiction, or need to understand what regulatory
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approvals are needed for a specific transaction. This is transaction-specific
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— what do you need for THIS deal in THIS geography — not framework-specific.
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---
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# Multi-Jurisdiction Regulatory Checklist
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Generate transaction-specific regulatory compliance checklists based on deal
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type, sector, and jurisdiction. Unlike framework-specific compliance skills
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(which tell you how to implement ISO 27001 or GDPR in general), this skill
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answers: "What regulatory approvals and filings do I need for THIS specific
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transaction in THESE specific jurisdictions?"
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## When to Use
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- You are planning a cross-border acquisition or investment
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- You need to know what regulatory approvals are required before closing
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- You are establishing a subsidiary or branch in a new jurisdiction
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- You need a compliance roadmap for a transaction timeline
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- You are advising a client on regulatory risk for a proposed deal
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## Input Requirements
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Ask the user for:
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1. **Transaction type** — acquisition (asset/share), merger, joint venture,
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greenfield establishment, licensing, lending, fund formation
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2. **Sector** — financial services, technology, healthcare, energy, defense,
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telecommunications, real estate, infrastructure, media
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3. **Jurisdiction(s)** — where the target operates, where the acquirer is based,
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where the transaction closes, where the funds flow
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4. **Parties** — nationality/jurisdiction of acquirer and target; state-owned
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enterprise involvement; fund vs. corporate buyer
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5. **Transaction value** — affects filing thresholds
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6. **Target's characteristics** — revenue, employees, assets, market share,
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data it processes, licenses it holds
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## Regulatory Categories
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For each jurisdiction involved, check these categories:
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### 1. Foreign Investment Review
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| Jurisdiction | Regime | Threshold | Timeline |
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|-------------|--------|-----------|----------|
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| Canada | Investment Canada Act | >C$1.141B (WTO), lower for cultural/SOE | 45 days initial + extensions |
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| United States | CFIUS (FIRRMA) | No threshold (voluntary, but recommended) | 45+45+15 days |
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| United Kingdom | National Security and Investment Act 2021 | No threshold for 17 sensitive sectors | 30 working days + extensions |
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| EU member states | National FDI screening (varies) | Varies by member state | Varies |
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| Australia | FATA / FIRB | A$0 for sensitive; A$310M general | 30 days + extensions |
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| Singapore | No general FDI screening | Sector-specific (banking, media, telecom) | N/A |
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| UAE | Varies by emirate and free zone | Up to 49% foreign ownership limit (mainland), 100% in free zones | Varies |
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### 2. Competition / Merger Control
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| Jurisdiction | Authority | Filing Threshold | Timeline |
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|-------------|----------|-----------------|----------|
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| EU | European Commission | Combined worldwide turnover >€5B + EU turnover >€250M each | Phase I: 25 WD; Phase II: 90 WD |
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| United States | DOJ / FTC (HSR Act) | Transaction value >$119.5M (2024) | 30 days + second request |
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| United Kingdom | CMA | >£70M UK turnover or >25% share of supply | Phase 1: 40 WD |
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| Singapore | CCCS | Voluntary (no mandatory filing) | Phase 1: 30 WD |
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| Canada | Competition Bureau | Size of parties + size of transaction thresholds | 30 days (short form) |
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### 3. Sector-Specific Licensing
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Identify sector-specific requirements:
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- **Financial services**: Banking license, insurance license, securities license,
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payment institution license, change of control approval
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- **Telecommunications**: Spectrum license, carrier license, foreign ownership limits
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- **Healthcare**: Operating permits, pharmaceutical licenses, medical device approvals
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- **Energy**: Generation license, distribution license, environmental permits
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- **Defense / dual-use**: Export control licenses, security clearances
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- **Real estate**: Foreign ownership restrictions, land acquisition approvals
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- **Media**: Broadcasting licenses, foreign ownership limits
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### 4. Data Protection and Privacy
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| Jurisdiction | Regime | Key Requirements |
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|-------------|--------|-----------------|
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| EU/EEA | GDPR | DPIA for high-risk processing; DPO appointment; cross-border transfer mechanisms |
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| United Kingdom | UK GDPR + DPA 2018 | Similar to EU; UK-specific adequacy decisions |
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| Singapore | PDPA | Consent obligations; DPTM designation; notifiable data breaches |
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| Canada | PIPEDA / provincial | Consent; accountability; cross-border transfer |
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| UAE | Federal Decree-Law No. 45/2021 | Registration; DPO; cross-border transfer restrictions |
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### 5. Employment and Labour
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- Transfer of employees (TUPE / equivalent in jurisdiction)
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- Works council / union consultation requirements
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- Employment permit requirements for foreign employees
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- Redundancy / retrenchment rules if restructuring post-acquisition
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### 6. Tax and Transfer Pricing
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- Withholding tax on purchase price payments
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- Stamp duty / transfer tax on share or asset transfers
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- Transfer pricing documentation requirements
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- Tax clearance certificates
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- Substance requirements in holding jurisdictions
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### 7. Anti-Corruption and Sanctions
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- Parties screened against relevant sanctions lists
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- Anti-bribery due diligence on target's operations
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- Third-party intermediary risk assessment
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- Facilitation payment exposure
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## Output Format
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```markdown
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# Regulatory Compliance Checklist
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## Transaction Summary
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- **Type:** [description]
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- **Parties:** [acquirer] acquiring [target]
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- **Jurisdictions:** [list]
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- **Sector:** [sector]
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- **Value:** [amount]
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## Critical Path Items (Must Complete Before Closing)
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| # | Requirement | Jurisdiction | Authority | Threshold Met? | Est. Timeline | Status |
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|---|-----------|-------------|----------|---------------|--------------|--------|
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| 1 | [requirement] | [country] | [authority] | Yes/No/TBD | [days/months] | NOT STARTED |
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## Post-Closing Requirements
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| # | Requirement | Jurisdiction | Deadline | Status |
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|---|-----------|-------------|----------|--------|
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| 1 | [requirement] | [country] | [deadline] | NOT STARTED |
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## Timeline Estimate
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[Visual timeline showing parallel and sequential regulatory workstreams,
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identifying the critical path to closing]
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## Risk Assessment
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| Risk | Likelihood | Impact | Mitigation |
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|------|-----------|--------|-----------|
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| [risk] | [H/M/L] | [H/M/L] | [action] |
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```
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## Important Notes
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- Regulatory thresholds and requirements change. Always verify current requirements
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with local counsel.
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- For adversarial verification of regulatory compliance claims in deal documents
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— cross-referencing representations against actual regulatory status — see
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[DiligenceWorks](https://diligenceworks.online).
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