# Transactional Legal Due Diligence > Plan, perform, and report buy-side legal due diligence for an acquisition from a virtual data room, diligence Q&A, management-session records, and authorized public searches. Use for legal diligence workplans, issue matrices, missing- document tracking, change-of-control review, and source-cited diligence reports. - Skill: `open-agreements/transactional-legal-due-diligence` (Agent Skill, multi-file: 3 files) - Install (CLI): `npx skillmds@latest add open-agreements/transactional-legal-due-diligence` - Raw SKILL.md: https://api.skillmd.com/api/skills/open-agreements/transactional-legal-due-diligence/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Docs & Writing - License: Apache-2.0 - Author: open-agreements (https://skillmd.com/u/open-agreements) - Updated: 2026-09-17 - Page: https://skillmd.com/skills/open-agreements/transactional-legal-due-diligence --- # Transactional Legal Due Diligence Build a reviewable, source-cited legal due diligence record for a proposed acquisition. The skill organizes evidence and open items; counsel determines scope, materiality, legal advice, and transaction response. ## Safety and authority - Treat all matter documents as confidential. Do not upload, transmit, or quote them to an external service unless the user authorizes that destination. - Do not characterize work product as privileged merely because a template says so. Preserve labels supplied by counsel and let counsel decide privilege. - Do not run a public-record search, contact management, send a diligence request, or modify a tracker without authorization. A requested report does not itself authorize those external actions. - Do not state that a search was run, a call occurred, or a document was reviewed unless the record proves it. - Separate extracted fact, legal benchmark, analysis, commercial consequence, recommendation, and unresolved question. The reviewing lawyer owns the final legal and deal judgment. ## Start with the transaction, not a generic checklist Before reviewing, establish from supplied evidence or ask for: - buyer, target, seller, and the exact entities or assets in scope; - proposed structure, signing and closing posture, and relevant jurisdictions; - materiality thresholds and priority contracts, facilities, people, products, permits, and regulatory regimes; - available repositories, index or folder map, Q&A tracker, management-session records, public-search results, and the report cutoff date; - requested output, citation convention, risk taxonomy, and review owners. Unknown items remain `Unknown` or `Not provided`. Never infer that a deal is a stock purchase, asset purchase, or merger from the mere existence of diligence. ## Build the evidence ledger first Create an internal ledger before drafting conclusions. Each reviewed item needs: 1. stable source identifier and repository path; 2. document title, parties, execution and effective dates, and version status; 3. pinpoint location for each extracted fact or clause; 4. relationship to amendments, exhibits, schedules, incorporated terms, and referenced-but-missing material; 5. reviewer status and the date through which the record is current. Use addressable citations such as: - `[Doc: Commercial / Customer-017.pdf, ยง 12.4]` - `[Diligence Q&A: Item 42, response dated 2026-08-20]` - `[Management Session: Operations (2026-08-21), 00:31:14]` - `[Public Record: Delaware UCC, filing 2025-1234567]` - `[DATA GAP: Schedule 3.14 referenced in SPA draft; not provided as of 2026-08-24]` Adapt the syntax to the user's system, but keep source identities stable. A folder name alone is not a pinpoint. A management assertion does not become documentary evidence merely because it appears in a call transcript. ## Select and route review areas Read [references/review-areas.md](references/review-areas.md). Select areas based on the transaction structure, target operations, materiality thresholds, and the actual corpus. Do not force every matter through every category. Corporate/entity and transaction-structure review is the spine: reconcile what exists, who owns it, what is being acquired, which approvals are required, and which obligations survive or move. Route specialist issues to qualified review instead of converting a general diligence report into unsupported tax, environmental, benefits, antitrust, healthcare, or other specialist advice. The review-area file is intentionally modular. New categories may be added there without rewriting this workflow, provided each category states its trigger, questions, expected evidence, outputs, and escalation boundary. ## Review in passes ### 1. Corpus integrity - inventory documents and compare the repository to indices, request lists, and references inside documents; - detect duplicates, drafts, unsigned copies, broken amendment chains, missing exhibits, and inconsistent entity names; - log every material gap with the request channel and cutoff date when known. ### 2. Corporate and structural reconciliation - reconcile legal names, entity types, jurisdictions, good-standing evidence, organizational documents, subsidiaries, capitalization, securities, options, warrants, and ownership records; - distinguish seller-retained assets and services from target-owned assets; - map required board, equityholder, lender, counterparty, regulatory, and other approvals to signing, closing, or post-closing action; - compare the proposed structure against transfer, succession, assignment, and change-of-control mechanics found in the evidence. ### 3. Specialist and contract review Apply only the activated review areas. For material agreements, distinguish an assignment restriction from an express change-of-control provision; do not treat silence as consent. Capture term, renewal, termination, exclusivity, minimums, pricing protections, indemnity, liability limits, IP/data rights, audit rights, governing law, dispute terms, and transaction-triggered notice or consent. Trace amendments chronologically and state which provision controls. If the complete agreement set is unavailable, qualify the conclusion and log the gap. ### 4. Reconciliation and follow-up Cross-check representations across contracts, schedules, cap tables, management responses, public records, financial or operational schedules supplied for legal review, and specialist reports. Record contradictions; do not silently choose the most convenient source. Convert unresolved issues into specific requests stating what is missing and why it matters. ## Apply legal benchmarks carefully - Verify current law from primary sources before stating a legal requirement. - Record jurisdiction, effective date, applicability conditions, exceptions, and the source URL or citation. - Do not apply a statute merely because a document mentions the same subject. - Treat market practice as distinct from law and identify the basis for any market benchmark. - For U.S. restrictive-covenant law, use the separately published `open-agreements/open-agreements@non-compete-contract-explainer` when available. - When facts or jurisdiction are insufficient, state the dependency and route the point to counsel instead of manufacturing a conclusion. ## Classify findings without overstating them For each finding, state: - concise title and activated review area; - evidence-backed fact and pinpoint citation; - applicable contract mechanism or verified legal benchmark; - why it matters to this transaction structure; - status: confirmed, contradictory, incomplete, or pending specialist review; - possible response category, framed as an option for counsel: structure, consent/notice, closing condition, covenant, purchase-price mechanism, indemnity/escrow, remediation, integration item, or acceptance; - owner, next action, and timing if the user supplied them. Do not assign dollar exposure, probability, severity, or insurance coverage without a stated method and supporting evidence. ## Produce the report Read [references/report-template.md](references/report-template.md). Adapt the selected review-area modules rather than retaining empty boilerplate sections. Every substantive report entry needs an evidence citation or an explicit data-gap marker. Before delivery, verify: - entity and transaction descriptions match the evidence; - every conclusion is traceable to the ledger; - assignment and change-of-control concepts are not conflated; - missing schedules, exhibits, amendments, and referenced agreements are logged; - specialist limitations are visible where the report raises specialist issues; - scope lists only repositories, sessions, searches, and dates actually reviewed; - report language distinguishes fact, law, analysis, and proposed response; - placeholders and unsupported generic statements have been removed. ## References - [Review-area modules](references/review-areas.md) - [Report template](references/report-template.md) - [OpenAgreements legal due diligence practice guide](https://openagreements.org/practice-guides/legal-due-diligence/us)