AI due diligence that finds every consent the deal needs before signing, each cited to its clause
Every consent the deal needs, found before signing, each cited to its clause.
See one case, screen by screen ↓AI due diligence for the contracts in an M&A data room. Seven agents read every contract with its amendments for change of control, deemed assignment, exclusivity, MFN and the rest of the deal's issue list, and list the consents and waivers needed to close with the ARR at stake and the clause cited. A second reviewer re-reads every high-value “no issue” call, associates decide clauses that read two ways, and the partner signs the diligence report section by section.
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Before it signs, a buyer has to know which of the target's contracts can end, re-price or tie its hands when control changes. The seller's data room holds thousands of files in a numbered index. Associates take folders, read the material contracts, triage the long tail by skimming, and copy findings into an Excel chart that becomes a Word report. The partner edits it, and the scope and limitations section is written by hand at the end.
The misses sit in the gaps. An amendment that adds a change-of-control termination right is filed in a different folder from its master agreement. “No issue” rows are rarely read again. A plain anti-assignment clause is read as triggered in a reverse triangular merger, while a clause that deems a merger an assignment is missed. Unreadable scans and documents added after the cut-off are never listed, and what is not listed becomes an exclusion for the W&I insurer or a customer that walks after closing.
Estimated split for a data room of about 1,100 contracts, by hand and with the solution, in business days.
Seven agents read the data room, re-read every no-issue call on big contracts and draft the report; the partner signs.
Project Falcon: Kestrel & Vane Group is buying 100% of Merrowfield Systems, Inc., a Delaware field-service software company with $186.0M of ARR, by reverse triangular merger. Signing is targeted for Fri 6 Nov 2026 and the red-flag report is due Fri 16 Oct. It is day 9 of the data room. Here is the work, screen by screen, in the working solution.
Laura opens the consents needed to close, not a table of clauses. Of 1,140 contracts in eight folders, 912 are read and 228 remain. Twenty-three counterparties must consent or waive, with $31.4M at stake, 16.9% of all ARR, grouped by the clause that bites: change of control (11, $19.6M), deemed assignment (6, $6.9M), exclusivity (3) and MFN (3). The data room sits on the left with progress per folder, and the live report draft on the right: 2 of 9 sections signed.
“Show me what we need to close, and prove we read everything.” — Laura Chen
The top item is Halvorsen Retail Group, Merrowfield's largest customer at $6.2M of ARR, 3.3% of the total. The drawer quotes §14.2 of the Master Services Agreement of 12 March 2021: Halvorsen may terminate on a change of control without its prior written consent, with no fee due. It shows the contract family read together — the master, Pricing Schedule 2 and Order 7 — a 98% confidence checked by Ravi Menon, and the action needed: consent before closing.
“Without Halvorsen Retail Group’s consent, it may end the contract after closing. At $6.2M this is Merrowfield’s largest customer: a closing condition or a $12.4M escrow is proposed on the deal team view.”
The agent plans 21 contracts against issue list version 3, highest ARR first, reads 412 pages and re-reads 2 scans with OCR above the 85% floor. It links 4 contract families, checks 14 issues and records 4 findings, one of them a clause that reads two ways: the Sable Point Analytics licence §11.3. The second reviewer reads 3 high-value “no issue” calls again and agrees. The report counts tick up as she watches.
“Sent Sable Point Analytics licence §11.3 to Grace Adeyemi · due Thu 15 Oct · both readings attached.”
The deal scoping agent proposed the issue list from the LOI and the structure memo; Laura approved version 3 on Wed 7 Oct. Each of the 14 issues has a definition, a rating rule and where it comes from. Because this is a share deal by reverse triangular merger, a plain anti-assignment clause is rated Low, while a clause that deems a merger an assignment is High. Once approved, the version is locked; a change becomes the next version and re-runs every contract already read.
Every “no issue” call on a contract at $500K of ARR or more, or marked material, is read again by a second reviewer that never sees the first answer. On Falcon it read 146: 142 agree and 4 are overturned, $6.1M of ARR the first read missed. On Quillon Health Systems the first read covered the Master Agreement and found no issue; the second read found a change-of-control termination right in Amendment 3 §2, filed in 4.2 Amendments.
The second reviewer never overrules: a disagreement always goes to an associate.
Ravi opens Quillon's contract family: the Master Agreement of 3 Feb 2020, Amendment 1 (a fax, unreadable, replacement requested), Amendment 2 and Amendment 3 of 30 Jun 2025, with the new section 13.6 highlighted. He confirms the overturn with reason code RD-01. Quillon, $2.4M of ARR, goes onto the consent list as consent before closing.
“13.6 Customer may terminate this Agreement on sixty (60) days’ written notice if Supplier undergoes a Change of Control without Customer’s prior written consent.”
Brannock may terminate if Merrowfield undergoes a change of control “in favour of a competitor of Customer”. The agent writes both readings with their authority and effect. Reading A: Kestrel & Vane Distribution runs a freight-brokerage desk in the Midwest that bids for the same shippers, so consent is needed and $3.1M stays on the list. Reading B: Brannock is a carrier and K&V Distribution does not operate trucks, so it leaves the list — 22 counterparties, $28.3M. The agent leans to A; Ravi decides, with a reason code and a note.
“Give me both readings and I'll make the call.” — Ravi Menon
The report drafter keeps all 9 sections current as review runs, every statement cited. Section 2 covers the 186 material contracts, all read, and recommends that the Halvorsen consent be a condition to closing or that $12.4M be held in escrow. Ravi edited it; 38 of 38 citations are checked. Laura signs with SO-01, “Reviewed in full, agree”. The section is locked after signing; a change needs it reopened, which is logged.
The report drafter never marks a section approved; only the partner signs.
Sofia sees what the findings mean for price, schedules and closing: $25.8M of escrow proposed, 3 closing conditions, and disclosure schedule gaps against the seller's draft — 23 consents required against the seller's 17, Quillon among the 6 missing. All 23 consent letters are drafted in two waves and held. Wave 1, the top 5 by ARR, holds $15.8M.
“No contact before announcement. Letters are drafted and held. Release needs Sofia Lindgren after signing; the guardrail blocks any send before then.”
Every contract is read, queued or listed with the reason it could not be read. Seventeen files are unreadable — 9 scans below the 85% recognition floor, 5 password-protected and 3 corrupt — each with its replacement status through the data-room Q&A. Thirty-one documents arrived after the cut-off of Fri 9 Oct. Section 9 of the report, scope and limitations, is computed from this, and it is what the insurer's underwriter reads.
The same data room, seen by four of the people on the deal — what diligence looked like, and what it looks like now.
Seven agents read the data room, re-read every no-issue call on big contracts and draft the report; the partner signs.
Syncs the seller's data-room index read-only, reads scans, and links contract families — masters with their amendments, order forms, SOWs and side letters, wherever they were filed. It flags unreadable files and documents added after the cut-off.
Proposes the issue list and thresholds from the LOI, the deal structure and governing law, and explains how the structure changes which clauses bite.
Work each folder highest ARR first, reading every contract with its family against the approved issue list: each clause quoted, cited to clause and page, rated by the rule, with a confidence.
Reads every “no issue” call on contracts at or above the second-review threshold again, and a 5% sample of the rest, in a different order and without seeing the first answer.
Joins each consent, waiver or carve-out finding to the target's ARR schedule, groups and ranks the consents needed to close, and drafts a letter for each counterparty.
Keeps the diligence report current as review runs — each section from its findings, every statement cited — and writes the scope and limitations section only from coverage.
Reconciles the data-room index with the review log every hour, so every contract is read, queued, unreadable or out of scope with a reason, and drafts the data-room questions for replacements.
Approves the issue list; signs each section. The agents propose; a named person decides.
Ask about Project Falcon in plain words, or say what to do. Every answer cites the clause it rests on.
Which consents put the most revenue at risk?
Five counterparties hold $15.8M of the $31.4M at stake. First is Halvorsen Retail Group, $6.2M: MSA §14.2 lets it terminate on a change of control without consent. Then Brannock Freight $3.1M (§9.4, two readings), Quillon Health Systems $2.4M (Amendment 3 §2, found by the second reviewer), Torvald Energy $2.2M and Ostrava Parts $1.9M.
Why did the second reviewer overturn Quillon?
The first read covered the Master Agreement of 3 Feb 2020, which has no change-of-control right, and called it “no issue”. The second reviewer reads the whole family without the first answer and found Amendment 3 §2, filed in 4.2 Amendments and side letters, which adds a termination right on a change of control without consent. Ravi Menon confirmed it at 08:44.
What is still unread in the data room?
Of 1,140 contracts, 912 are read and 211 are queued, highest ARR first. 17 files could not be read: 9 scans below the recognition floor, 5 password-protected and 3 corrupt. 31 late additions arrived after the cut-off; 24 are read. All of this is in section 9 of the report.
Draft the consent letter for Halvorsen
Drafted from template CL-2, citing MSA §14.2, with a reply date of Fri 4 Dec 2026. It is held until announcement: nobody contacts Halvorsen before signing, and Sofia Lindgren releases it with wave 1 of the consent campaign.
13 screens from the working solution, on its sample data. Pick one to see it large.
How every contract is read, checked twice and routed is set per deal — and every change is a new version.
| Setting | Default | Choose from |
|---|---|---|
| Second review threshold | $500K ARR | $250K · $500K · $1M |
| Sample for the rest | 5% | 2% · 5% · 10% |
| Recognition floor | 85% | 80% · 85% · 90% — below it, a file is listed as unreadable rather than read |
| Materiality threshold | $250K ARR or annual spend | $100K · $250K · $500K |
| Two-readings routing | Below 75% confidence | 70% · 75% · 80% — sends the clause to an associate with both readings |
| Plain anti-assignment in a share deal | Rated Low, not added to the consent list | From the issue list; a clause that deems a merger an assignment is High |
| Clause that reads two ways | Decided within 1 business day | Notified by email and chat · email only · chat only |
| Outside counsel see this deal only | On | Guests from the outside firm cannot see other deals or contracts |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample deal · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published figures (Bain & Company, M&A Report 2020 — almost 60% of executives attributed deal failure to diligence that missed critical issues; a contract-review software vendor's published reading speed — 1–5 minutes a page; data-room providers' published benchmarks — 500–5,000+ documents in a typical M&A data room). People, companies, deals and contracts named on this page are fictional — characters and sample data in the working solution.
AI due diligence for the contracts in an M&A data room. Seven agents read every contract with its amendments for change of control, deemed assignment, exclusivity, MFN and the rest of the deal's issue list, and list the consents and waivers needed to close with the ARR at stake and the clause cited. A second reviewer re-reads every high-value “no issue” call, associates decide clauses that read two ways, and the partner signs the diligence report section by section.
Folder review agents read each contract against the issue list the partner approved, together with its family — amendments, order forms and side letters wherever they were filed. Each finding is quoted and cited to clause and page, and the consent tracker joins it to the target's ARR schedule, so counterparties are ranked by the revenue at stake.
Yes. The deal scoping agent builds the issue list from the LOI, the structure and governing law. In a share deal by reverse triangular merger, a plain anti-assignment clause is rated Low and kept off the consent list, while a clause that deems a merger or change of control an assignment is High. When a clause can be read two ways, an associate decides.
Every “no issue” call on a contract at or above the second-review threshold — $500K of ARR by default, or marked material — is read again by a second reviewer that does not see the first answer, plus a 5% sample of the rest. In the sample deal it re-read 146 and overturned 4. A disagreement goes to an associate, never straight onto the list.
Yes. The coverage checker keeps every contract read, queued, unreadable or out of scope with the reason, and watches documents added after the cut-off. The scope and limitations section of the report is computed from it, and an evidence pack gathers coverage, sign-offs and the second-review log for the insurer's underwriter.
No. The consent tracker drafts every consent and waiver letter and holds it. Release needs the Corporate Development lead after signing, and a guardrail blocks any send before then.
Yes. The agents read, cite and draft; they never decide a two-way clause, overrule a first read or approve a section. Associates decide readings and overturns with reason codes, the partner approves the issue list and signs each section, and every action is on a chained audit trail.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your issue list templates, report template, letter templates and a past deal's data room — and it goes live once every quality gate has passed. We will walk you through it on one of your own closed deals first.
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