M&A Due Diligence

The closing checklist, built from the data room

A data room this size, reviewed by a junior team, produces a memo that takes a week and misses the consents. The skill produces the full tracker in minutes, with every flag cited to its clause.

What the skill does for you

Four stages, one run. From data room to closing checklist.

1. 1

   Index the data room

   Every document, accounted for

   • Every document inventoried: file, category, counterparty, date, one line summary
   • Unreadable items go to Exceptions, never guessed at
   • The data room is complete on the page before the contracts are read

   The outcome: A clean index of the data room, with the gaps visible from the start.

2. 2

   Parse the key contracts

   Value, term, key clauses

   • For each material contract: parties, value, term, and the key clauses
   • Each gets a stable id and a risk level
   • Change of control provisions are extracted separately, with the trigger and whether consent is required

   The outcome: A key contract table that is the spine of the diligence.

3. 3

   Flag the risks

   What each clause means for the deal

   • For each clause that matters to the deal: the term, the risk level, the reason, and a suggested action
   • Risk flags describe what a clause means for the deal; they do not price the risk
   • The 100 day items list is built from the open consents and actions

   The outcome: A risk table that is the deal team brief, with an owner and a deadline for each item.

4. 4

   Build the tracker and report

   The room, as it updates

   • Data room index, key contracts, risk flags, change of control, 100 day items, missing documents, and exceptions in one cited XLSX workbook
   • The diligence report is generated from the same fact base
   • As the data room is updated, re run and the tracker stays current through signing and closing

   The outcome: A draft for attorney review that tells you what must be in hand before closing, and what is still missing from the room.

A sample deal, run end to end

Corvid Robotics, Inc. (fictional). Buyer side diligence on a robotics company. Eight documents in; the output below is real.

risk flags, each with the clause and a suggested action

14risk flags, each with the clause and a suggested action

change of control provisions, each with trigger and consent requirement

3change of control provisions, each with trigger and consent requirement

items on the 100 day list, each with owner and deadline

6items on the 100 day list, each with owner and deadline

missing documents, each with why it matters

5missing documents, each with why it matters

The change of control table (real output, abbreviated)

Corvid Robotics · buyer side

The top risk flag: the Meridian supply agreement change of control clause, where Meridian represents approximately 34% of FY2025 revenue. Suggested action: request written consent before closing.

Built to be defensible

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