Legal Due Diligence Checklist Template

Write down the structure: a stock purchase, a merger (forward or reverse triangular) or an asset purchase, plus the signing, closing and outside dates. Structures change mid-deal, so mark each contract finding against each one.

Then agree with the deal team what counts as material: value and term thresholds, and clause types that matter at any size, such as exclusivity. Add anything the buyer cares about, however small, and name the topics others own, such as tax.

Use three materiality levels. High affects price, structure, timing or whether the buyer proceeds. Medium needs an indemnity, warranty or closing condition. Low is worth knowing but changes nothing.

Group the request list by topic and number every line so both sides can cite it. Name documents rather than topics: "every customer agreement above the threshold, with all schedules and amendments" gets documents, while "all material contracts" gets a folder.

On a startup target, rebuild the cap table from signed stock documents, not the founders' spreadsheet. Confirm everyone who built the core technology signed an IP assignment. Screen contractors who work like employees with a contractor vs employee classification check.

A data room holds what the seller chose to upload. Before reading anything, log every document with its folder, parties, date and the request line it answers. The room's shape is the first finding: unanswered request lines, thin folders, documents nobody asked for.

Then follow the references: every schedule, amendment and side letter a contract mentions is in the room or missing. If an amendment cites one you don't have, the text you reviewed may not be current, so mark the contract partial.

Track each missing item: when you asked, how often you've chased, and what depends on it. A refusal is a fact about the deal and belongs on the issues list, while silence goes back on the next call.

Consent clauses come in two kinds: an anti-assignment clause limits transferring the contract, and a change-of-control clause is triggered when a party's owners change. The structure decides which one the deal triggers.

In a stock purchase or a reverse triangular merger (a buyer subsidiary merges into the target, which survives), the target keeps its own contracts. In Meso Scale v. Roche (2013), Delaware's Court of Chancery held that the reverse triangular merger in that case was not an assignment "by operation of law or otherwise"¹. The counterparty, it noted, could have negotiated for a change-of-control provision.

A forward merger, where the target merges into a buyer company and disappears, is harder. Courts in Delaware have held that the target's rights pass to the survivor by operation of law¹, so a clause barring assignment "by operation of law" may apply.

For each clause the deal triggers, record who must consent, how long they have and what a refusal costs: termination, a fee or loan repayment. A consent that can't be "unreasonably withheld" sets no deadline, so leave the time blank and expect it to run long.

Sort by what a refusal would cost, not by contract value. Then split the list three ways: needed at closing, can follow, and not triggered by this structure, each with a reason.

Add regulatory filings too. In the US, the FTC's 2026 update set the deal-size threshold for premerger filings at $133.9 million², and a deal that files usually waits 30 days before closing³.

Lenders file UCC financing statements to record claims on a company's assets. Search them where the company is organized, not just where it operates. Under Delaware's Uniform Commercial Code, a corporation or LLC is located in the state under whose law it is organized⁴.

Use the exact registered name from the latest charter document. A filing under a slightly wrong name still counts if a search under the correct name, using the filing office's standard search logic⁵, would find it. So a clean trade-name search proves nothing. Record the string, office, date and result, never just "clean."

Search every former name too. After a name change, an old filing stays effective for assets acquired before the change or within four months after it⁵. A new-name search may never show it.

Federal tax lien notices against a corporation's personal property are filed in the state where its principal executive office is located⁶, which may not be its state of organization. Search court records where it does business for lawsuits and judgments.

Check the USPTO's assignment records too. A patent assignment is void against a later buyer or lender who paid without notice of it⁷, unless recorded within three months or before that later deal.

Log each issue with a document reference, a clause number, a proposed level and the exposure. Put what the document says and what follows for this deal in separate sentences.

Put what could change the deal on page one, ordered by what it affects: price, structure, timing or whether to proceed. Then cover consents, searches, issues by topic, missing documents and what the review didn't cover.

For a single contract, use the contract review checklist. For a full room, Edit with AI opens this template in River, which indexes the documents, logs gaps and drafts the consent register for you to check.