Transaction Management

Playbook

Acquisition Due Diligence: Build a Useful Request List

Build an acquisition due diligence tracker that tells deal lawyers what was requested, what was reviewed, and which decisions remain open.

Colleagues reviewing a laptop and paperwork in a business meeting

The seller has uploaded hundreds of files, yet the deal lawyer still cannot tell whether a key customer contract can transfer. A useful acquisition due diligence list keeps the original question attached to the documents supplied in response. For the law firm coordinating the review, that means recording who needs the answer, who can assess it, and what still needs the client’s attention.

Connect Requests to the Client’s Deal Purpose

Ask the deal lead why the buyer wants this business and which questions could affect that decision. If the attraction is a service division’s customer relationships, the list needs to connect those customers with the relevant contracts and counsel’s transfer questions. Give each request enough context for the seller to supply the right material.

McKinsey’s 2026 M&A analysis discusses acquisitions used to add capabilities and reshape portfolios. The practical implication for the coordinating team is to preserve the reason for a request. An integration owner should be able to see why an unanswered item still matters after signing.

Define the Request and Its Owner

Number requests before documents start arriving. Include the requested period, entity scope and response owner. “Financial statements” is incomplete if the buyer needs a particular entity and reporting period. Track clarifications under the same request instead of creating disconnected email threads. Record the responsible client contact and the lawyer or specialist reviewing the answer. Keep one reference across the firm’s matter record and the shared request list.

Separate Receipt From Review

Use statuses that describe the actual work: requested, received, incomplete, under review and accepted for the stated purpose. A coordinator can verify that a file opens and matches the requested period. The financial, legal or technical adviser decides whether its substance is sufficient. Record that decision and any follow up.

Write Requests That Can Be Answered
Request DetailWhat the Deal Team Needs
Request IDStable identifier and exact information needed.
ScopeEntity, business unit, period or asset covered.
ResponseFile reference, supplier and date received.
ReviewAssigned adviser, unresolved question and next decision.

Test the Request Against the Actual Asset

Worked example: a law firm represents a U.S. buyer acquiring one division of a seller. Several supplier agreements cover the seller’s whole business. The coordinator links those agreements to the asset request list and records counsel’s questions about assignment and separation. The documents are not marked cleared simply because they were uploaded. The responsible attorney determines how the contract issues affect the deal.

Check the Current Filing Materials

The FTC’s March 2026 HSR guidance explains that the newer notification form was vacated and that the agency resumed accepting the earlier form and instructions. The operational lesson is to confirm current materials at the time of a transaction. Counsel must determine whether a particular acquisition requires a filing.

Hand Open Decisions to the Closing Team

Before the final deal meeting, prepare an exception list showing the unanswered question, the reviewing adviser, and the decision it affects. The transaction lead determines which issues affect closing and which can become approved tasks afterward. Keep that direction with the final request list.

If the timetable moves, ask reviewers whether time-sensitive materials need refreshing. At handoff, make sure the integration team can open the documents it is authorized to use. Remove or adjust access according to the matter instructions when external participants finish their work.

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