Summarizing a Due Diligence Folder

Catch the consent, lease, disclosure and ownership issues that affect a deal, each with a citation you can check.

A due diligence folder usually arrives with a deadline and no map. The few facts that affect deal value or timing are spread across the agreement, the material contracts, the leases and the disclosure memos. This lesson answers one question: what in this folder could affect deal value or delay closing, and where exactly is it?

Below are three prompts, each with one job: get oriented, surface the risks and verify each one against the source. Two optional prompts take you further. The Assistant gives you findings. You make the call.

Before you start

  • Selection controls the answer. The Assistant reads only what you select.
  • Ask for the document and the provision. A risk you cannot trace to a section is hard to check.
  • Fill in the [brackets]. Replace each one with the specifics from your matter, such as a document name, a defined term, a schedule number or a party name, before you run the prompt.

Prompts

1. Get the deal overview

Select every document in the folder. Start here to confirm what the deal is and what the Assistant read. Check that the structure and price match the main agreement, and that every document you selected is listed. A missing document usually means it was not selected. Open the citations for the structure and price.
Using only the documents I've selected, summarize this due diligence folder. Include the transaction structure, the [purchase price or consideration], and the documents included in this set.
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2. Surface the risks

Select the same folder and turn on Think Longer (enables deeper reasoning and may increase response time). Look for consent or change-of-control terms, lease dates and landlord rights, claims in memos that the agreement's schedules do not list, and ownership gaps in IP documents. Each item is a lead to run down, not a conclusion. Open the citation behind every risk you plan to act on.
Identify the risks in this due diligence folder that could affect deal value or delay closing. For each risk, name the document it appears in and the specific provision or fact. Group them by category: [contractual, real estate, litigation, and intellectual property].
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3. Verify before you rely on it

Select the one document a flagged risk points back to. Responses are built dynamically, so wording varies, which is why you check the citation every time. Read the exact language and its section, and confirm it matches how the risk was described in Prompt 2. If it differs, trust the document.
Pull the exact language from the [document name] describing [the consent required for an assignment or change of control, or the provision the risk points to].
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4. List the required consents

Optional. Select the full folder. Use this once you have the risk list to see every approval in one place with its source document. Open the citation for each consent before you add it to a closing checklist.
Using only the documents I've selected, summarize this due diligence folder. Include the transaction structure, the [purchase price or consideration], and the documents included in this set.
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5. Compare the disclosures

Optional. Select the agreement and the memos, and turn on Think Longer (enables deeper reasoning and may increase response time). Use it to find claims that appear in one document but not the other. Read both sides of each mismatch in the source before you raise it with the deal team.
Using only the documents I've selected, summarize this due diligence folder. Include the transaction structure, the [purchase price or consideration], and the documents included in this set.
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Trust but verify

Every answer has blue numbers at the end, those are the citations. Click those numbers to see an excerpt of the document your answer came from. If needed, click the excerpt to see the answer highlighted in your document.

Challenge

Pick a folder you are working on this week. Select the set, fill in the brackets, and run Prompt 2.

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