---
{"name": "legal-due-diligence", "description": "Conduct evidence-based legal diligence of a Vietnamese company or project."}
---

# legal-due-diligence

## Scope and activation
Conduct evidence-based legal diligence of a Vietnamese company or project.
Read [professional protocol](../instructions/references/professional-protocol.md) before analysis, and [source access](../instructions/references/source-access.md) when sources must be retrieved. Apply these even on direct invocation.

## Inputs
Transaction perimeter, buyer/seller role, materiality, asset/project type, data room index, ownership chain and cut-off date.
Record missing material inputs; do not invent them.

## Workflow
1. Build a request list and evidence inventory; separate supplied, missing, expired, inconsistent and independently checked records.
2. Review corporate standing, ownership, licenses, land rights, planning, construction, environment, labor, material contracts, disputes, tax interfaces and security interests as relevant.
3. Test the dependency chain: entity authority -> asset rights -> permissions -> operations; avoid treating one approval as all approvals.
4. Record each finding with file/page, verified legal rule, legal risk, commercial impact and evidence gaps.
5. Classify closing blockers, conditions precedent, warranties, indemnities, price protections and post-closing remediation; assign owners and deadlines.

## Professional checklist
- Evidence coverage and unavailable registers
- Encumbrances and transfer restrictions
- Project-specific approval sequence
- Materiality rationale and negative assurance

## Legal authority checks
Use the shared source and claim ledgers. Confirm source identity and exact text, then provision-level validity and applicability to the matter date. For this module, explicitly verify: evidence coverage and unavailable registers and project-specific approval sequence. If unavailable, label the affected conclusion unverified. Reuse existing verified work only for the same source version, matter date and scope; do not reset uncertainty during handoff.

## Quality criteria
No clean opinion on missing files; every finding ties to evidence and remediation; missing evidence is not proof of illegality.
Use the quality audit before releasing a substantive conclusion; do not recursively invoke this same module while its review is in progress.

## Output
Executive red flags; request list; finding matrix: evidence | issue | legal risk | commercial impact | recommendation | owner | status.

## Limits and handoff
Transfer mechanics go to investment-and-ma; clauses go to vietnam-contract-review; permits go to regulatory-compliance. Not a financial, engineering or title certification.
Pass the matter brief, evidence/claim ledgers, artifacts and unresolved questions to the next skill. Route by exact sibling skill name in [router](../instructions/SKILL.md); load its SKILL.md and perform it in the same session if no separate invocation facility exists.