M&A Due Diligence Agent
Reviews target company contracts, corporate records, and litigation history in a data room to flag change-of-control clauses, liabilities, and diligence red flags.
M&A due diligence requires legal teams to review potentially thousands of target company documents in a virtual data room within a compressed deal timeline, identifying change-of-control provisions, assignment restrictions, pending litigation, and other risk factors that could affect deal value or structure
Manual review teams of junior associates often work around the clock during a diligence window, and the volume makes it easy for a material issue buried in a routine-looking contract to be missed
This agent processes the full data room contents, extracts and flags key risk provisions and issues, and compiles a structured diligence findings report organized by risk category, giving the deal team a comprehensive first-pass review to focus their limited time on the highest-priority issues
The agent triggers when data room access is granted for a deal, then systematically ingests and parses every document in the room including contracts, corporate governance records, litigation files, and financial statements. It applies LLM-based clause extraction to identify change-of-control, assignment, exclusivity, and indemnification provisions in material contracts, cross-references litigation records for pending or threatened claims, and flags corporate governance irregularities such as inconsistent cap table records or unresolved equity grants. Findings are categorized by risk severity and deal impact, compiled into a structured diligence report with document citations, and delivered to the deal team with a running issues list that updates as new documents are added to the data room.
Ingest Data Room Contents
- Connect to the virtual data room and index all documents
- Categorize documents by type: contracts, corporate, litigation, financial
- Extract text and metadata from each document
- Track new document additions throughout the diligence window
Extract Key Risk Provisions
- Identify change-of-control and assignment clauses in material contracts
- Extract indemnification, exclusivity, and termination provisions
- Flag contracts requiring third-party consent to close the deal
- Cross-reference contract terms against deal structure assumptions
Review Corporate and Litigation Records
- Review cap table and equity grant records for irregularities
- Identify pending, threatened, or historical litigation matters
- Check corporate governance records for compliance gaps
- Flag IP ownership or licensing issues affecting deal value
Compile Diligence Report
- Categorize all findings by risk severity and deal impact
- Compile structured report with document citations
- Generate a running consent-required contract list
- Deliver updated findings as new documents are added to the room