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DD · Commercial Due Diligence · Legal Due Diligence
Due diligence is a structured investigation of a business, asset, or contract before a transaction — typically an acquisition, investment, major partnership, or large contract. It identifies risks, confirms representations, and helps price the deal. Legal DD focuses on contracts, litigation, IP, employment, and compliance.
Due diligence turns assumptions into evidence. Before signing an acquisition, investment, or major partnership, the buyer needs to know what they are actually buying: does the target own its IP, are the customer contracts transferable, is there pending litigation, do the employment contracts have non-competes, is the company compliant with data protection law. A typical legal DD workflow involves a data room with hundreds to thousands of documents, a structured request list mapping to risk areas, tabular review extracting key terms across the contract portfolio, and a disclosure schedule documenting what was reviewed and what issues were found. The output is a DD report that feeds directly into deal pricing, indemnity negotiations, and closing conditions.
The issues you miss in due diligence become the issues you live with after closing. A missed change-of-control provision in a key vendor contract can mean the acquired business loses a major supplier the day after close. An overlooked non-compete can prevent a key employee from joining the acquirer. An unnoticed pending regulatory action can wipe out the deal thesis. The entire purpose of DD is to find these issues before signing, when the price can still be adjusted or the deal walked away from. Post-close, the only remedy is indemnification — and as the indemnification entry notes, that is where contracts allocate the largest dollar risks.
Upload an entire data room and get tabular review, risk flagging across every clause, and a structured findings report — in hours, not weeks.
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