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 discipline must hold for months and needs a documented checklist.

Required Inputs

• Jurisdiction(s) of competitive effect — every country and, where relevant, state/province where the parties operate, or [verify jurisdiction]. Gun-jumping rules apply per regime (US HSR/section 1; EU Article 7 standstill / Article 101; UK / China / others).
• Transaction structure and parties — acquirer, target, ultimate parents, sister entities; consideration mix; concurrent or related transactions. Mark unknowns unknown/not found/not provided/ambiguous.
• Parties' competitive posture — actual / potential / no competition, per product market.
• Procedural posture — signing date, target closing date [deadline verification required], HSR status, second-request status, non-US filing status.
• Pre-closing covenants in the purchase agreement — operate-in-ordinary-course covenant; affirmative covenants; restrictive covenants; consent rights and thresholds; integration-planning carveouts.
• Decision-making touchpoints — pricing, output, capacity, hiring/firing, customer/supplier contracts, capex, M&A pipeline, strategic positioning.
• Information-sharing posture to date — what has been shared, by whom, with whom, under what controls. Cross-references to information-sharing-clean-team-review welcome.
• Clean-team composition — counsel, outside advisors (economists, consultants), designated business individuals (with role and scope), exclusions.
• Integration-planning activity to date — meetings held, attendees, topics, outputs, controls in place.
• External communications to date — customer, vendor, and employee communications by either party that reference the deal or each other.
• Documents and source anchors — purchase agreement, clean-team agreement, integration-planning documents, board materials, deal-team communications.