Course · Interpersonal Skills
Due Diligence and Data Rooms
Review a company’s documents for a deal when you cannot read them all: ask for the right things, sample honestly, scan for the clauses that move, write findings and turn them into protection.
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Before a company is bought, or invested in, the buyer’s lawyers read its papers. The seller opens a data room: an online store of contracts, accounts, licences, employment files and records. The buyer’s team has a few weeks, a thousand documents and a question that is easy to state and hard to answer: what is wrong with this business that we should know before we pay for it? Due diligence is the craft of answering it. It is part law, because someone has to understand what the clauses do when the company changes hands. It is part project management, because requests, answers and documents must be tracked. And it is part data, because no team can read everything, so it has to decide what to read in full, what to sample and what to scan, and say honestly what that allows it to claim. This course teaches the method in seven modules and a capstone. You learn what diligence is for and how the structure of the deal sets its scope; how to write a request list and track a room; how to plan a sample and state its ceiling; which ten clauses move in a deal and what a keyword scan can and cannot do; how to turn what you read into findings; how to match each finding to price, a condition, an indemnity or a warranty; and how to handle personal data, privilege and AI tools responsibly. It is written in jurisdiction-neutral terms with invented companies, and it tells you what to check in the law where you work.
The Curriculum
What due diligence is: purpose, scope, deal types and the data room→
Purpose and scope, the areas of review, share and asset deals, red-flag and full reviews, materiality, roles and reliance, and the data room. Practice: What Is It For, Share or Asset and Spot the Scope Mistake.
Requests and the data room: the request list, the index, tracking and the question log→
The request list, priorities, the index, tracking completeness, the question log, access and staged disclosure. Practice: Write the Request, Tracking and Spot the Gap, and the Request List Tracker tool.
Sampling and coverage: what you can safely leave unread→
Why you cannot read everything, strata and risk, random samples, the rule of three and the upper bound, widening a sample and reporting coverage. Practice: Choose the Approach, What the Sample Shows and the Sampling Planner tool.
Reading the contracts: the clauses that move in a deal→
The ten clauses that move in a deal, share versus asset deals, scanning many contracts at once and reading what the scan flags. Practice: Which Clause Bites, Scan or Read and the Deal Clause Scanner tool.
Red flags and findings: turning what you read into what the client can use→
Severity and likelihood, quantifying exposure, known versus unknown, curable versus not, writing a finding, the register and the red-flag report. Practice: Rank the Findings, Write the Finding and Fix or Flag.
From findings to deal protection: price, conditions, indemnities and warranties→
Six responses to a finding, how disclosure and knowledge limit warranty claims, caps, baskets, time limits, retention and insurance. Practice: Match the Protection, Warranty or Indemnity and the Risk Allocator tool.
Privacy, ethics and AI in review: running a room responsibly→
Personal data and redaction, clean teams, confidentiality and privilege, conflicts, AI in review and the limits of diligence. Practice: Open or Restrict, Use of AI in Review and Spot the Lapse.
Capstone: Capstone: the Marlow & Pryce data room→
A share purchase, an incomplete room and a four-week clock. Build the list, plan the sample, scan the contracts, allocate the risks and write the red-flag report.
What It Covers
“You will be able to plan a review you cannot finish, say exactly what it covers and turn what it finds into protection for the client.”
- Seven modules and a capstone that follow a deal from the first request to the last report: purpose and scope, the request list and the room, sampling and coverage, reading the contracts, findings, deal protection, and privacy, ethics and AI.
- Four working tools with invented data: a Request List Tracker that builds a list for a share, asset or investment deal and weights the completion figure by priority, a Sampling Planner that reviews high-risk groups in full and shows the ceiling on what a clean sample means, a Deal Clause Scanner that shows what a keyword scan finds and misses, and a Risk Allocator that proposes price, condition, indemnity, warranty or walk-away for each finding.
- Treats sampling and scanning as honest methods, not shortcuts, and teaches how to state coverage so that a report never implies more than was read.
- Honest about limits throughout: an incomplete room, what a warranty can and cannot cover, the effect of the buyer’s knowledge, the risks of AI review and the fact that diligence is never a guarantee.
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Or give this as a giftOther Scrolls in This Chamber
Across the Table$15 →Interests, walk-away numbers, offers, trades, pressure tactics and professional limits, with practice rooms and calculators.
Cooling the Room$15 →How conflict escalates, mapping a dispute, de-escalation, hard conversations, choosing a process, mediation, power, culture and ethics, with practice mediations.
The Client Conversation$15 →Trust, the first meeting, fees and scope, updates in plain words, advice and decisions, bad news, boundaries and ethics, with practice meetings.Part of a program
Step 7 of 12 in the Law and Data Practitioner Program
Learn to put honest numbers on legal work: risk, cases, contracts, money, negotiations, deals and regulation, and to show them so that people act. Each course is sold on its own; the whole program is $69 once and unlocks every course in it.
See the whole programModule 1 is free to try. Sign in, pass each module quiz and the course average, and your Certificate of Completion is emailed to you automatically. This course teaches method and technique with invented people and figures; it is general education, not legal advice, and professional rules differ from country to country.
Common questions
- Do I need to know statistics?
- No. The sampling module uses simple arithmetic, explains the rule of three in words and lets you work with it in a tool. The aim is to know what a clean sample does and does not show.
- Which legal system does it follow?
- None in particular. It is written in jurisdiction-neutral terms with invented companies and deals, and it points out where the law differs, for example on disclosure, the effect of the buyer’s knowledge, privilege and personal data, so that you know what to check where you work.
- Is it only for corporate lawyers?
- It suits deal lawyers, in-house counsel, junior associates, paralegals, legal operations and students who want to understand transactions. Litigators, employment and IP lawyers will find the chapters on their own areas useful as part of a team.
- Are the tools real data?
- No. All companies, contracts, people and figures are invented. The tools show the method; they cannot find the facts of a real deal, and every real review needs a lawyer who reads the documents. They run in your browser without sending anything anywhere.
- Does it teach how to use AI to review documents?
- It teaches how to decide whether and how to use it: check the terms and the confidentiality duties first, choose low-risk tasks, test the tool on documents with known answers, check a sample, always read the source clause and keep an audit trail. The course Checking Legal AI Tools goes further.
- How do I get the Certificate of Completion?
- Sign in, pass each module quiz and keep a course average of at least 75. The certificate is then issued and emailed to you automatically.
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