Due diligence checklist generator

How to use the due diligence checklist generator

1. Pick the deal type: stock purchase, asset purchase, merger, or minority investment or financing round.
2. Pick the target's entity type (corporation, LLC or partnership), tick any industry and risk flags that apply, and choose the number of employees and whether the target has debt.
3. Choose a depth: Light, Standard (the default) or Full. Optionally add the target's name and state of formation; they appear only in the list's heading and the good standing request.
4. Select Build the request list. The list updates as you change any answer, so you can see what each answer adds.
5. Copy the list as Markdown, or download it as Markdown or CSV. Both downloads add empty Status and Owner columns; the CSV also says which answer added each request.
6. Have a lawyer on the deal set the look-back period and thresholds, edit the list, and then send it.

What the checklist contains

The due diligence checklist generator is rule-based, not AI. It holds a fixed set of 150 requests written by Gavel. Each request belongs to one of 15 areas, has a depth level (Light, Standard or Full) and a priority, and has a condition: some appear on every list, others only when an answer calls for them. The tool keeps the requests whose condition matches your answers and whose depth is at or below the depth you chose, numbers them by area (1.1, 1.2 …) and counts them by priority.

The areas, in order: corporate records; capitalization and ownership; assets being acquired (asset purchases only); material contracts; intellectual property; employment and benefits; real property; litigation; regulatory and compliance; privacy and data security; tax; insurance; financial; debt and liens (only if the target has debt); and environmental (only with the real property answer, or one general request at Full depth). Areas with no matching requests are left out and the numbering closes up.

Priority is fixed per request in the rule set. High: documents that bear on whether and on what terms the deal can be done, such as charter documents, the capitalization table, consents triggered by the deal, debt and open claims. Medium: the usual follow-up requests. Low: confirmatory requests, mostly at Full depth. Depth works as a filter: Light keeps only the core requests, Standard adds the usual follow-ups, and Full adds every request in the rule set. Requests about past events say "the look-back period" so you can set it for the deal.

Which answer adds which requests

In the tool, each request that an answer added shows "Added by" and the answer. These are the rules:

• Stock purchase, asset purchase or merger (a sale of the business): contracts that need consent or notice on an assignment or change of control, payments the transaction triggers, tail insurance (Full), debt payoff terms (with debt), WARN Act layoffs (100 or more employees), government contract novation (with government contracts), and a Section 280G analysis (corporations, Full).
• Stock purchase or merger: known claims not yet asserted that stay with the company. Merger: the board and equity holder approvals the merger needs.
• Asset purchase: adds the Assets being acquired area (assets and liabilities schedules, a lien search against the seller, title to equipment, transferability of permits), the employees the buyer will hire, and transfer and bulk sale taxes. It removes the stock ledger, equity plan, Section 409A, incentive unit and Section 382 requests, and the company-level lien search.
• Minority investment or financing round: prior financing documents, a pro forma capitalization table, preemptive and anti-dilution rights, securities law exemptions for past issuances, contracts triggered by a new issuance, and lender consents (with debt). It drops the sale-of-business requests above.
• Corporation, LLC or partnership: changes the charter documents, minutes, capitalization and tax-classification requests to fit the entity. LLCs and partnerships also get the partnership audit regime request.
• Regulated or healthcare: healthcare licenses, Medicare and Medicaid enrollment, Anti-Kickback Statute and Stark Law compliance, billing audits, exclusion list screening, FDA (Full), HIPAA, and malpractice insurance (Full).
• Software or IP-heavy: open-source software, technology stack and source code access, contractor IP assignments, source code escrow, standard customer terms, revenue metrics, and at Full depth code scans, third-party data and AI models, and R&D tax credits.
• Owns or relies on real property: deeds and title, encumbrances, surveys and zoning, property tax and condition reports (Full), and the Environmental area (Phase I assessments, permits and violations, hazardous materials).
• Government contracts: the list of government contracts, set-aside status, security clearances and FOCI, government audits and debarment, and at Full depth FAR and DFARS compliance and affirmative action plans.
• Consumer personal data: expands Privacy and data security from one request to up to nine, or ten with International operations (privacy notices, breaches, security program, data processing agreements, state privacy laws, marketing consent, and at Full depth regulator inquiries, COPPA and cookies), and adds cyber insurance.
• International operations: non-US distribution agreements and employees, export controls, sanctions, anti-corruption, transfer pricing, non-US subsidiaries and customs (Full), and cross-border data transfers (with consumer data).
• 50 or more employees: Affordable Care Act employer reporting. 100 or more: WARN Act layoffs (sale of the business only) and EEO-1 reports (Full). The 500 or more band adds nothing beyond 100 to 499 in this version.
• Has debt: adds the Debt and liens area. No debt: adds one Financial request to confirm there is no debt, with a lien search (not for asset purchases, which already have the seller lien search).

Worked example

Example (fictional): a buyer is acquiring all the stock of Northwind Analytics, Inc., a Delaware corporation that sells software and holds consumer personal data. It has 50 to 99 employees and a bank loan. Answers: Stock purchase; Corporation; Software or IP-heavy and Consumer personal data ticked; 50 to 99 employees; has debt; Standard depth. This is the "Try an example" button in the tool.

Output: 67 requests in 13 areas, 27 high, 38 medium and 2 low priority. The software answer adds the open-source list (4.5), source code access (4.6), contractor IP assignments (4.7), source code escrow (4.8), standard customer terms (3.8) and revenue metrics (12.5). The consumer data answer turns Privacy and data security into six requests (9.1 to 9.6) and adds cyber insurance (11.3). The debt answer adds Debt and liens (13.1 to 13.5), including payoff terms at closing (13.5) because this is a sale. The stock purchase adds the change-of-control consent list (3.2). 50 to 99 employees adds Affordable Care Act reporting (5.9). With no real property flag, Real property has its two basic requests and there is no Environmental area.

The same answers at Light depth give 26 requests; at Full depth, 90 requests in 14 areas.

What the due diligence checklist generator does not do

• It does not review documents. It builds the list of what to ask for; the answers and documents that come back still need a lawyer's review.
• It knows only your six answers. It does not know the purchase price, the deal structure in detail, the buyer, or the target's actual business, so some requests will not apply and some deal-specific ones will be missing.
• It does not set the look-back period, materiality thresholds or the order of production; you set them.
• It does not give state-specific or non-US legal requirements. Rules differ by state; check the law that governs the target and the deal.
• It does not compute whether an HSR filing, a WARN notice or another filing is required. It asks for the information you need to decide.
• The output is a starting point for a lawyer to review, not legal advice. The rule set has not been tested against real deal lists; compare it with your firm's own checklist the first time you use it.

When to use it

• First request list on a buy-side acquisition: build the list for a stock or asset purchase in a few minutes, then trim it to the deal before sending it to the seller's counsel.
• Investor diligence on a financing round: pick Minority investment or financing round to focus on capitalization, prior financing documents and the rights the new round triggers.
• Checking a house checklist for gaps: build the Full list for a deal type and compare it with your firm's template to see what the template leaves out for regulated, software, government contracts or international targets.
• Tracking production: download the CSV, open it in a spreadsheet, and use the Status and Owner columns to track what the target has delivered.

Next step: review the data room contracts

Once the target fills the data room, the work moves from asking to reading. Gavel Exec is Gavel's paid AI contract review assistant for Microsoft Word: it reads each full agreement, flags non-standard and missing terms against your playbooks, and summarizes the risks, which suits the material contracts this list asks for. The free checklist generator does not read any documents. Gavel Exec starts with 25 free queries per user and no credit card; see Gavel Exec pricing. If you want your firm's own diligence questionnaire to generate documents instead, Gavel's document assembly software does that.

Related tools

• Closing checklist generator: the documents, signatures and deliveries needed to close the deal.
• Contract summary generator: a one-page summary of a contract from the data room, with every date and amount quoted.
• Contract clause checker: check a single clause, such as a change-of-control or assignment clause, for terms lawyers negotiate.
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