Due diligence, a per-document red-flag grid
A data room ahead of a Series B investment is turned into a table: documents down the side, questions across the top, one cell per intersection, each carrying the quote it came from.
Corporate and M&A · Corporate and M&A team, deal partner, paralegal
- Agents
- Due Diligence
- First draft
- A filled grid across the whole room in one run, unattended; an Executive Brief follows from the same matter the same day.
The problem
Step 01 of 06
Add the room to the matter
Forty-two files convert to clean text: customer contracts, the NDA, leases, the loan agreement, employment contracts and the board minute pack.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 06
Start from a seeded playbook
The M&A Due Diligence per document playbook arrives with eight columns already written, and a firm-specific column can be added, such as drag-along and consent thresholds.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 03 of 06
Run the grid
Forty-two documents across eight columns fill as the review runs, unattended.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 04 of 06
Read the exceptions
Each filled cell opens on Verified against source with the cited quote. Where a question does not apply, the cell reads Not addressed rather than guessing.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 05 of 06
Export and summarise
The Due Diligence Agent runs an Executive Brief ranking the findings by what could delay or reprice the deal, with a consent schedule and a disclosure schedule.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 06 of 06
Sign off
The partner reads the brief, opens the grid on the exceptions, ticks the action items and signs off.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
A document, not a transcript.
- A completed grid with a source quote behind every filled cell and Not addressed where a question does not apply.
- The jurisdiction and governing law mismatch in the NDA, cross-checked against the board minutes.
- A change-of-control provision flagged in a customer contract, with the consent question named for the client.
- An Executive Brief ranking findings for the board, with a consent schedule and a disclosure schedule.
What it does not do
- It does not fill a cell to look complete. A document that does not address a question returns Not addressed.
- Documents come in by upload today; DMS connectors for SharePoint, OneDrive, iManage and NetDocuments are catalogue tiles, not live integrations.
- It does not decide whether a consent threshold is met; it names the question for the deal team to confirm.