| name | due-diligence-summary |
| description | Produces structured U.S. transactional due diligence summaries with risk ratings, document citations, and follow-up actions. Triggers when the user requests a due diligence summary, diligence report, red-flag memo, or data room analysis for M&A, investment, or partnership transactions. |
| tags | ["analysis","corporate","summarization","transactional"] |
Due Diligence Summary
Decision-ready diligence summary with risk ratings, evidence citations, and next-step actions for U.S. transactional matters.
Quick Start
Gather before beginning:
- Transaction snapshot — type, parties, structure, timeline, target entities
- Scope definition — in/out-of-scope categories, materiality threshold, jurisdictions
- Data room index — document list with stable IDs and dates
- Substantive materials — governance docs, financials, contracts, IP schedules, litigation files, HR/benefits, real estate, tax, environmental records
- Privilege/confidentiality designation and allowed audience
Workflow
- Map scope to inventory — mark each category Complete / Partial / Missing using the coverage checklist.
- Extract findings — facts, obligations, restrictions, change-of-control and consent triggers.
- Classify each finding as Fact, Representation, or Open Issue.
- Rate risk and materiality — quantify exposure where possible.
- Flag conflicts across sources; resolve by authority and date.
- Produce summary using the deliverable template; cite every material finding as
[Doc ID or Title, date, page/section].
Risk Scale
| Rating | Meaning | Action |
|---|
| High | Likely deal impact or material exposure | Escalate; require resolution/mitigation |
| Medium | Manageable; needs diligence or contractual protection | Track; address in docs/price |
| Low | Informational or minor exposure | Note; monitor if cumulative |
Coverage Checklist
| Category | Expected Core Docs |
|---|
| Corporate/Governance | Charter, bylaws, consents, cap table, subsidiary org |
| Financials/Debt | Audited/unaudited FS, debt docs, guarantees, liens |
| Contracts | Top customer/vendor, assignment/consent, exclusivity |
| IP/Tech | IP schedule, licenses, OSS use, assignments |
| Litigation/Reg | Docket list, claims history, agency letters |
| HR/Benefits | Payroll, key employee agreements, benefits plans |
| Real Estate/Assets | Leases, deeds, asset schedules |
| Tax | Returns, audits, NOLs, nexus |
| Environmental | Phase I/II, permits, compliance |
Deliverable Template
Executive Summary
- Deal snapshot (type, parties, target, valuation if known)
- Top 5 red flags with risk rating and cited evidence
- Missing critical items
Scope & Coverage
- In-scope categories and jurisdictions
- Coverage checklist with gaps and rationale
Key Findings by Category
One table per category (Corporate/Governance, Financials/Debt, Contracts, IP/Tech, Litigation/Regulatory, HR/Benefits, Real Estate/Assets, Tax, Environmental):
| Issue | Evidence | Risk | Materiality | Follow-up |
|---|
Conflicts & Discrepancies
| Topic | Conflicting Sources | Assessment | Action |
|---|
Open Items / Follow-Up Requests
| Item | Rationale | Requested From | Priority |
|---|
Recommended Actions
- Contractual protections (rep, warranty, indemnity, covenants)
- Price or structure adjustments
- Pre-closing conditions or consents
Pitfalls & Checks
- Separate confirmed facts from representations and open issues — never conflate.
- Flag missing expected documents as findings with risk and impact.
- Use exact dates, parties, dollar amounts, and governing law when available.
- Label unsigned drafts as non-authoritative.
- For regulated industries, add a compliance subsection (HIPAA, FDA, FINRA/SEC, OFAC, FCPA, state licensing); mark statutes
[VERIFY] if uncertain.
- Stay neutral and evidence-driven — do not advocate for or against the deal.
- Preserve privilege and confidentiality; limit distribution as instructed.
