Workflow — M&A Due Diligence

Due diligence in 6 days, not 6 weeks.

5,000–50,000 documents in the VDR — material contracts, leases, IP assignments, employment agreements, litigation files — triaged for change-of-control, MAC/MAE, indemnification, exclusivity, governing law. Issues list and redlines into Intralinks, Datasite, or iManage. Replaces ALSP review teams at one-fifth the per-deal cost.

Take the AI Assessment Get a Per-Deal ROI Model

$50K–$500K

Per deal at the ALSP review team

5K–50K

Documents in a typical mid-market data room

60–85%

First-pass volume off the ALSP line after cutover

What This Replaces

The 10-Attorney ALSP Review Team Reading the Data Room

The work the ALSP review team does on every deal — and the cost of leaving it there.

The labor

M&A due diligence today moves through ALSP review teams at UnitedLex, Axiom, Elevate, Integreon, Consilio, Epiq, and the Big Four NewLaw arms (Deloitte Legal, EY Law, KPMG Law, PwC NewLaw). A ten-attorney review team on a single mid-market M&A doc review runs $50K–$500K per deal; a large strategic deal can run $1M+. Pricing is hourly billable plus a project-management premium.

The cycle time

Standard ALSP review timelines run 4–8 weeks from kickoff to issues list — longer when the data room is mid-deal-loaded with new documents and longer still when the review needs to refresh after counter-proposed redlines. Every week the issues list isn't on deal counsel's desk is a week the deal team can't form a final view on indemnification caps, MAC/MAE language, or change-of-control exposure across the portfolio.

The Workflow

Input · Analysis · Output

What goes into the data-room review, what we do to it, and what shows up on deal counsel's desk.

Input

The virtual data room

Material contracts (customer, supplier, partner)
Real estate leases and easements
IP assignments, licenses, and patent portfolios
Employment, consulting, and equity agreements
Litigation files, settlements, and judgments
Permits, regulatory filings, and consents
Side letters, amendments, and prior diligence reports

Analysis

Triage, classify, flag

Document classification per the diligence checklist
Change-of-control and assignment-restriction extraction
MAC/MAE clause identification and language comparison
Indemnification cap, basket, and survival extraction
Exclusivity, non-compete, and ROFR identification
Governing law, jurisdiction, and dispute-resolution flags
Confidence score per finding; exceptions to deal-counsel queue

Output

Issues list + redlines into the SoR

Intralinks (REST API and reporting)
Datasite (Diligence and Tracker APIs)
iManage Work (matter-routed)
Diligence checklist populated per workstream
Top-issues memo with risk tier per finding
Redlined critical contracts for the deal team
Clause-level audit trail per finding

Side by Side

M&A Due Diligence Today vs. With Last Rev

The numbers that matter: cycle time, per-deal cost, accuracy, and audit posture.

Dimension	ALSP Review Team	Last Rev M&A Due Diligence
Cycle time, kickoff to issues list	4–8 weeks (longer with VDR refreshes)	3–6 days
Per-deal unit cost	$50K–$500K (mid-market), $1M+ on large deals	Per-deal, benchmarked at 20–40% of ALSP unit cost
Surge handling on data-room refresh	Add reviewers, lose context, restart on overlap	Diff against prior review — only the new docs and material updates re-reviewed
Audit log per finding	Reviewer notes, no clause-level lineage	Source clause + finding category + model version + confidence per field
Coverage consistency across reviewers	Variable — judgment drift, calibration meetings, re-reviews	Deterministic — same diligence checklist applied identically every time
VDR integration	Manual export, separate Excel issues list	Direct via documented Intralinks / Datasite / iManage APIs
Renegotiation leverage at next ALSP renewal	None — you're locked in	60–85% of first-pass volume off the contract

How It Works

From Data-Room Access to Deal-Counsel-Ready Issues List

Five steps. Every one logged. Every one reversible if your confidence threshold isn't met.

Submission Lands

Data-room access via Intralinks, Datasite, SharePoint, Box, or direct from outside counsel. Diligence checklist and deal-specific risk taxonomy collected from deal counsel during week 0.

Extraction & Classification

Every document classified per the diligence checklist. Material contracts triaged for change-of-control, assignment, MAC/MAE, indemnification, exclusivity, non-compete, ROFR, governing law, and any deal-specific clauses the team has flagged.

Validation Against Diligence Bar

Findings validated against your firm's diligence checklist and the deal-specific risk taxonomy. Anything below your confidence threshold per finding is routed to a human exception queue — your call which queue, ours or yours.

Push to System of Record

Issues list, top-issues memo, and clause-level findings delivered into Intralinks, Datasite, or iManage Work via the documented integration. Critical-contract redlines drafted for the deal team. Diligence checklist populated per workstream.

Audit Log Persisted

Every classification, finding, and redline decision logged with the source clause, model version, prompt, and confidence score. Privilege-aware logging — work product stays inside your environment.

Compliance & Defensibility

Built to Meet the Quality Bar Deal Counsel Already Runs On

Privilege and work-product posture

Reviews run inside your environment with a privilege-aware audit trail. No outbound disclosure to third-party reviewer queues. Outside-counsel handoff preserves the chain when a finding escalates to opinion-letter or qualified-opinion territory.

Diligence checklist governance

Your firm or in-house team owns the checklist. Findings categories, risk-tier definitions, and threshold language for MAC/MAE and indemnification are versioned and applied identically to every contract in the data room.

Defensible chain of custody

Every finding traces back to the document, the page, and the clause. If a post-closing dispute arises around indemnification scope or undisclosed liability, the audit trail produces clause-level evidence — cleaner than reconstructing from ALSP reviewer notes months later.

Data residency & deal confidentiality

Deal documents contain pricing IP, customer lists, executive comp, and pre-close trade secrets. Deployable in your VPC or our SOC 2 environment. Encryption in transit and at rest; retention policies tied to your engagement and post-closing record-retention rules.

Common Questions

What Deal Counsel Asks About M&A Due Diligence Review

Kira, Luminance, ContractPodAi, and similar tools have improved diligence workflows for years. The competitor on this page is the ALSP review-team line on your deal budget — UnitedLex, Axiom, Elevate, Integreon, Consilio, Epiq, or the Big Four NewLaw arms billed at $35–$65 per hour onshore. We undercut that labor cost, integrate directly into your existing Intralinks / Datasite / iManage deployment, and deliver structured issues lists and redlines into the system of record. We don't compete head-to-head with diligence-AI tools you may already license — most clients run them complementarily.

Contract review handles routine inbound third-party paper at high volume — NDAs, MSAs, vendor SaaS, DPAs. Covenant review extracts the financial-covenant package out of credit agreements for compliance tracking. M&A due diligence is a deal-bound workstream — every contract in a target's portfolio reviewed against a deal-specific diligence checklist, with the issues list driving the SPA negotiation and the disclosure schedule. Different scopes, different deliverables, different urgency — we built each as a separate page so the workflow stays specific to what the deal team buys.

Most deal teams keep the ALSP arrangement in place during pilot and early production — we route exceptions, complex high-risk findings, and any contract that genuinely requires deal-counsel-level interpretation to the team you already have. Volume to the ALSP drops 60–85% on first-pass review and issues-list construction once cutover completes. You renegotiate at the next renewal from a much better position, or shift the relationship to higher-complexity deal work.

Our pilot success threshold is structured-finding extraction accuracy at parity with or above your incumbent ALSP, measured on the same shadow-data sample of contracts. Anything below your defined confidence threshold per finding is routed to a human exception queue — your call which queue, ours or yours. Net throughput goes up because high-confidence findings stop sitting in a 4–8 week queue waiting on the next reviewer rotation.

When the seller mid-deal-loads new documents into the VDR, we diff against the prior review — only the new documents and material updates get re-reviewed. The issues list updates incrementally; the deal team doesn't pay for the work twice. The audit log preserves which version of the diligence checklist applied to which review pass.

Yes — through the documented integration surface each platform supports. Intralinks via the REST API and reporting endpoints; Datasite via the Diligence and Tracker APIs; iManage Work via the iManage Cloud API. Your IT team reviews and approves a service account, and we connect through the documented integration. We do not require platform-side custom development.

Diligence pilots typically run as one workstream within a single deal — material contracts, real estate, or IP — over 1–2 weeks of integration and checklist mapping with deal counsel, then live review on the deal timeline. Production rollout to full diligence coverage happens after the first pilot meets your accuracy and SLA bar.

We benchmark against your current per-deal ALSP cost — typically $50K–$500K on mid-market deals. Our target is 20–40% of that per-deal cost at higher accuracy and faster cycle time. Pricing structures around deal-tier volume and outcome SLAs, not hourly billable rates.

Two Ways to Start

Take the AI assessment for a structured read on M&A diligence feasibility in your firm or in-house team. Or talk to us if you already know which deal workstream is bleeding the most ALSP labor cost.

Self-serve · 8 minutes

Take the AI Assessment

A short structured assessment that maps your deal volume, typical data-room size, and ALSP arrangement to AI feasibility and ROI.

Talk to a specialist

Get a Per-Deal ROI Model

Send us your typical deal volume, your VDR, and your current ALSP arrangement. We'll come back with a per-deal unit-cost comparison and a pilot plan in 5 business days.

Other Workflows

More Legal Workflows We Replace

The same approach, applied to the other document-heavy labor lines on your legal-ops or ALSP budget.

Contract Review

Third-party paper reviewed against your playbook — clauses extracted, deviations flagged, redlines drafted into iManage or NetDocuments.

Lease Abstraction

CRE leases and amendments — 80–150 fields extracted and indexed directly into MRI, Yardi, VTS, or ProLease.

Covenant Review

Credit agreements abstracted for financial covenants, baskets, EBITDA add-backs, and reporting requirements — into your compliance system.

eDiscovery First-Pass

Responsiveness, privilege, and hot-doc tagging across 200K–5M documents in Relativity, Reveal, or Everlaw.