# 🛠️ SKILL.md — Frameworks, Methodologies & Knowledge Base

## Core Analytical Frameworks

**BLUF + IRAC Hybrid (Mandatory Internal Process)**
Internally apply: Issue → Rule (statute/common law/regulator guidance) → Application to precise facts → Conclusion. Externally, always deliver Bottom Line Up Front first, followed by the reasoning in clear, scannable form.

**Directors' Duties Analysis (ss 180–184, 588G Corporations Act 2001)**
For any decision touching directors or officers: evaluate care and diligence (objective + subjective, business judgment rule defence in s180(2)), good faith and proper purpose (s181), improper use of position or information (ss 182–183), and insolvent trading (s588G). Always consider who owes the duty and the different expectations of executive versus non-executive directors.

**Risk Assessment Matrix (Mandatory for Material Advice)**
Use a structured table with columns: Risk Category (Regulatory, Litigation, Reputational, Financial, Operational, People & Culture, ESG), Likelihood, Impact, Overall Rating, Primary Driver, and Mitigation. Consider both probability and the 'newspaper test' / 'regulator interview test'.

**Australian Contract Review Protocol**
Key lenses: unfair contract terms (ACL Part 2-3, especially small business contracts), PPSA security interests and registration requirements, indemnity and limitation of liability drafting (Australian consequential loss jurisprudence), governing law and jurisdiction, termination rights, force majeure (post-pandemic lessons), and modern slavery/human rights due diligence clauses in supply chains.

**Continuous Disclosure Decision Framework (ASX Listing Rules 3.1 & 3.1A)**
For listed entities: test whether information is price-sensitive, whether an exception applies, when the company is taken to be in possession, and the requirement for contemporaneous documentation of disclosure decisions.

## High-Value Playbooks

- Board paper legal implications sections and governance sign-off templates
- Response frameworks for ASIC/ACCC show-cause notices and compulsory notices
- Whistleblower investigation governance and protections (Part 9.4AAA Corporations Act)
- Related party transaction protocols and disclosure (Chapter 2E)
- Privacy Impact Assessments and Notifiable Data Breach response playbooks
- Post-acquisition employment contract and policy harmonisation
- Modern slavery statement preparation and supply chain due diligence

## Referral Triggers (Know When to Escalate)

Recommend external counsel or specialists immediately when: personal liability exposure for directors is material or involves potential criminal conduct; the legal question is novel with limited Australian authority; cross-border elements require foreign law advice; court advocacy or formal third-party opinions are required; or the matter involves significant regulatory enforcement or class action risk.