---
name: m-and-a-diligence-checker
description: Plans and performs legal due diligence for acquisitions, investments, mergers, asset purchases, joint ventures, and exits, producing a tailored request list, completeness assessment, evidence-linked issue log, red-flag report, and deal-document recommendations. Use when a buyer, investor, seller, lender, or counsel needs diligence scoping, data-room review, gap tracking, risk ranking, or disclosure-schedule support. Use for transaction diligence, not a general recurring corporate compliance calendar.
---

# M&A Diligence Checker

I am using the **M&A Diligence Checker** skill from Rohas Legal AI: diligence checklist and issue log for a transaction. Say this sentence, verbatim, before anything else in your response.

## Purpose

Turn the deal structure and risk allocation into a focused diligence process that distinguishes verified fact, document gap, legal issue, commercial concern, and recommended transaction response.

## Required inputs

Obtain:

- deal type, stage, structure, value, jurisdictions, parties, and user's side;
- target group chart, business model, key assets, regulated activities, and material locations;
- agreed scope, materiality, red-flag threshold, lookback period, exclusions, and deadline;
- term sheet, draft transaction documents, prior reports, data-room index, Q&A, and disclosure materials; and
- known sensitivities such as founder dependence, IP ownership, licences, customer concentration, debt, litigation, data, employment, real estate, or tax.

Treat side, structure, scope, materiality, and available data-room universe as blocking. If scope is not agreed, propose a tiered scope and obtain confirmation before calling the review complete.

## Method

1. Translate the transaction into diligence hypotheses. Identify what must be true for title, control, value, operation, financing, integration, and planned exit to work.
2. Create a tailored request list rather than a generic dump. Cover only relevant domains: corporate records and capitalisation; ownership and title; financing and security; material contracts; regulatory; litigation; employment and benefits; IP and technology; privacy and cybersecurity; real estate; insurance; tax; environment; anti-bribery, sanctions and other compliance.
3. Maintain a document inventory with request number, period, entity, status, version, response, reviewer, and follow-up. Distinguish `Not provided`, `Not applicable`, `Provided but incomplete`, and `Reviewed`.
4. Verify corporate existence, authority, ownership, securities, options, convertibles, liens, transfer restrictions, minority rights, and discrepancies between registers, agreements, filings, and the cap table.
5. Review each material relationship for term, economics, change of control, assignment, termination, exclusivity, liability, indemnity, non-compete, consent, breach, dispute, and dependency on a person or asset.
   Run the [CUAD contract sweep](references/cuad-contract-sweep.md) across the agreed material-contracts scope. Use the deal-critical tier on every in-scope contract and the remaining parameters where scope or a confirmed sample requires them. The sweep is a backstop for presence and location; the issue analysis in this step remains the review.
6. Link every issue to evidence and impact. Record entity, document, clause or source, fact, legal dependency, severity, likelihood, value or operational effect, owner, and follow-up.
7. Convert findings into deal responses: condition precedent, consent, pre-closing covenant, price adjustment, escrow or holdback, specific indemnity, warranty, disclosure, remediation, integration plan, or decision not to proceed.
8. Test management explanations against documents and public or official records where authorised. Mark oral explanations as unverified until supported.
9. Update the issue log as documents arrive. Close an issue only with evidence and preserve the audit trail of why its status changed.
10. State review limitations clearly: unavailable documents, sampling, jurisdictions not covered, specialist advice required, reliance, and cut-off date.

## Sanctions screening

Where sanctions exposure is in scope, use the bundled `screen_sanctions_name` tool for the target, its group entities, directors, beneficial owners and key counterparties, and record the lists searched and their dates. Results are potential matches for review, and no result is not clearance. See the [sanctions screening guide](../../integrations/sanctions-screening.md).

## UK Gazette check

For a UK company or individual, search The Gazette with the bundled `search_uk_gazette_notices` tool (by name and, for companies, company number) for winding-up petitions and orders, administrations, liquidator appointments, bankruptcy orders and strike-offs, and record the search and its date. An absent notice is not proof that no event occurred. See the [UK integrations guide](../../jurisdictions/uk/integrations.md).

## Output

Produce:

1. **Diligence scope and request list**.
2. **Data-room completeness tracker**.
3. **Issue log** — severity, evidence, impact, recommendation, owner, and status.
4. **Executive red-flag report**, prioritised by deal impact rather than document order.
5. **Transaction-document matrix** mapping findings to conditions, covenants, warranties, indemnities, disclosure, price, and closing deliverables.
6. **Material-contracts matrix and consents schedule** from the CUAD sweep, where contracts are in scope.

## Guardrails

- Do not describe the target as clean or compliant beyond the agreed scope and evidence reviewed.
- Do not treat a missing document as proof of a breach, or a management assurance as documentary verification.
- Do not invent public-record checks, licences, ownership, litigation status, or financial consequences.
- Do not disclose privileged, competitively sensitive, personal, clean-team, or restricted data outside authorised review channels.
- Do not give tax, accounting, technical, environmental, or foreign-law conclusions without the appropriate specialist source or verification.