gun-jumping-clean-team-checklist

# Gun Jumping Clean Team Checklist ## Purpose Check pre-closing conduct between signed-but-not-closed merger parties against the purchase agreement's covenants and gun-jumping discipline: inventory the pre-closing covenants and consent rights, log actual conduct against them, map every information flow with its control posture, test the clean-team design, and build the integration-planning guardrail list. The deliverable is a **draft for attorney review** — every deviation, high-sensitivity information flow, joint communication, and guardrail item is an escalation trigger for counsel, and the skill never concludes HSR/Article 7 compliance or approves any pre-closing step. ## Use When - The deal team wants to start integration planning, align pricing, or make joint customer calls before closing, and counsel needs the guardrails documented. - A signed deal is in the HSR or EU waiting period and someone asks what the parties may and may not do until clearance. - Diligence or integration workstreams are already exchanging pricing, customer, or capacity data, and the flows need to be logged against the clean-team protocol. - Counsel needs the purchase agreement's consent rights and operate-in-ordinary-course covenant screened for acquirer-control overreach. - A joint announcement, co-branded customer letter, or joint sales call is proposed — or has already happened — between signing and closing. - An extended review (second request, phase II) means pre-closing conduct discipli...