Due diligence review

A due diligence review is an investigation of the documents of a target business or asset before a transaction, to identify the legal risks a buyer, lender or investor needs to know about.

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What it means for a UK law firm

A due diligence review in a corporate or property transaction usually covers areas such as material contracts, title, employment, disputes, regulation and data protection, and produces a report of the issues that matter to the client. The scope is agreed with the client at the start.

A due diligence review can use AI to extract key provisions from large sets of documents, such as change of control, assignment and termination clauses. The review team still decides what is material, and every reported issue should be traceable to the document it came from.

A due diligence report is relied on by the client and sometimes by lenders. If AI was used in a due diligence review, the firm should be able to show how the output was checked.

Example

Illustrative scenario

On a share acquisition, a team asks AI to list every customer contract in the data room that needs consent on a change of control. A trainee checks each listed clause, and also reviews a sample of the contracts that were not listed, to test whether any were missed.

Related terms

This glossary entry is general information, not legal advice. See the full legal AI glossary for other terms.

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