M&A Legal Due Diligence Framework Prompt

Our client is acquiring [PASTE: target company type]] and we need to plan comprehensive legal due diligence to uncover risks and shape transaction structure. Build a detailed due diligence framework.

Include: (1) Legal review areas – corporate governance, material contracts, intellectual property, employment matters, litigation, regulatory status, tax positions, environmental. (2) Information requests – detailed document requests organized by category. What's truly critical vs. nice-to-have? (3) Critical path analysis – which legal findings are deal-breakers? Which are acceptable with indemnification? (4) Timeline & phasing – preliminary DD in 3 weeks, full DD in 6 weeks? Parallel work streams? (5) Diligence report structure – how will you organize findings? Executive summary, detailed issues, risk rankings? (6) Rep & warranty insurance – what coverage gaps should you recommend they insure?

Include a sample DD information request list, findings report template, and risk prioritization matrix. Provide guidance on managing data rooms and interviews.