Organizing the review into workstreams
On a larger transaction, a checklist works better as a map of workstreams rather than a single list. Corporate and capitalization records confirm who owns the target and what rights investors hold. Commercial contracts are reviewed for change-of-control, exclusivity, and termination terms, usually starting with the largest customers and suppliers. Separate teams typically cover employment and benefits, real estate, intellectual property and data, litigation, tax, environmental issues, and regulated licenses. Each item should name an owner and a deadline, and the checklist should be updated as the seller adds documents, since late uploads often contain the most important material.
Regulatory and cross-border items
Some findings affect whether the deal can close at all. Larger transactions may require a premerger antitrust filing in the United States and comparable filings abroad, each with its own review period. Investments by foreign buyers in certain businesses, such as those involving critical technology, infrastructure, or sensitive personal data, may call for review by the Committee on Foreign Investment in the United States. Export-controlled technology, government contracts, and sanctions exposure deserve their own lines. Targets with overseas subsidiaries raise questions about anti-corruption controls and local employment rules, and local counsel may need to join the review.
Linking findings to the agreement
Diligence is only useful if it changes the documents. Each significant finding should be tied to a decision: a price adjustment, a specific indemnity, a closing condition, a covenant to fix the problem before closing, or a disclosure schedule entry. If the buyer is relying on representations and warranties insurance, the insurer will review the diligence reports and usually exclude known issues, so those need their own protection in the agreement. We help clients build the checklist around the issues that matter for their deal, set a reporting format the board can use, and keep the findings connected to the drafting of the purchase agreement.
