M&A Due Diligence Reviewer

During the due diligence phase of any M&A transaction when reviewing data room documents.

Review the following due diligence documents and identify issues:

Transaction type: [ASSET PURCHASE / STOCK PURCHASE / MERGER]
Target company: [INDUSTRY AND SIZE]
Document category: [e.g., material contracts, IP portfolio, employment agreements, litigation history]
Buyer's key concerns: [WHAT SPECIFIC RISKS IS THE BUYER MOST WORRIED ABOUT]

For each document reviewed, provide:
1. Summary of key terms and obligations
2. Risks to the buyer — change of control provisions, consent requirements, termination triggers
3. Liabilities that would transfer or survive closing
4. Representations and warranties needed to address identified risks
5. Items requiring seller disclosure or further investigation
6. Deal-critical issues that could affect valuation or structure
7. Missing documents that should be in the data room

Organize findings by risk level: DEAL-CRITICAL / HIGH / MEDIUM / LOW

Documents:
[PASTE OR DESCRIBE DOCUMENTS]

Example Output

A due diligence findings report organized by risk level with specific recommendations for purchase agreement protections.

Tips

• •Focus on change-of-control provisions — they can kill deals if key contracts require consent.
• •Flag any contract with non-assignability clauses early in the process.
• •Create a running issues list that maps findings to purchase agreement representations.

Related Prompts