Free tool · Due Diligence
What Is on a Due Diligence Request List? A Request List Tracker
A due diligence request list is the buyer’s written list of the documents and information it wants to see before a deal. It is usually grouped by area: corporate records, financial information, commercial contracts, employment, intellectual property, property, regulatory matters, litigation, tax and data protection. The list is not the same for every deal. A share purchase needs the register of members and shareholder agreements; an asset purchase needs title and transfer consents for the assets being bought. A good list ranks the items, because time is short and the critical ones, such as the largest contracts, debt and licences, are needed first. When tracking what arrives, count completion by weight and not by number of items: ninety per cent of the requests received means little if the missing ten per cent are the critical ones.
Tool · Request List Tracker
16% complete by weight; 14 critical items still outstanding.
Corporate
Financial
Commercial contracts
Employment
Intellectual property
Real property
Litigation
Regulatory and compliance
Tax
Data protection and IT
Insurance
Environmental and health and safety
Critical items still outstanding
- Corporate: Shareholder agreements, pre-emption and drag/tag rights, side letters
- Commercial contracts: Contracts with change of control, assignment, exclusivity, non-compete or most-favoured-customer terms
- Commercial contracts: Contracts with related parties and directors
- Employment: Employee list with role, pay, start date and notice period (anonymised if required)
- Employment: Directors’ and senior executives’ service agreements and bonus schemes
- Employment: Pension schemes and deficits
- Intellectual property: Register of patents, trade marks, designs and domain names, with owners and renewal dates
- Intellectual property: Assignment of IP from founders, employees and contractors
- Real property: Title documents and a schedule of owned and leased property
- Litigation: Schedule of current and threatened litigation and arbitration, with exposure estimates
- Regulatory and compliance: Anti-bribery, sanctions and export-control policies and any investigations
- Tax: Tax returns and assessments for the last four to six years
- Data protection and IT: Data protection policies, records of processing and data mapping
- Data protection and IT: Data breaches and regulator contact in the last three years
Choose the type of deal and see the request list that a buyer’s lawyers would send, grouped by area and ranked by priority. Tick each item as the seller delivers it to the data room, and watch the weighted completion figure and the list of critical items that are still missing. The list is a teaching template with invented tasks: a real list is tailored to the target, the sector and the deal. Runs in your browser; nothing is stored or sent.
How to use it
- Choose the type of deal: shares, assets or an investment.
- Read the list for that deal, grouped by area and ranked by priority.
- Tick the items already in the data room.
- Read the weighted completion figure and the critical items still missing, and send those requests first.
Common questions
What is the difference between a request list and a data room index?
The request list says what the buyer wants. The index says what the seller has put in the room. Comparing the two shows the gaps.
Why does the type of deal change the list?
In a share deal the buyer takes the company with its history, so the corporate and liability records matter most. In an asset deal the buyer takes chosen assets and contracts, so title and the consent to transfer matter more.
Does the tool tell me what a real seller has?
No. It builds a typical list and tracks what you tick. Every real deal needs a list adapted to the business, the sector and the law that applies.
Learn the law behind the tool
This tool is part of our Due Diligence course, with lectures, concept maps, flashcards, interactive exercises and a capstone case. Due Diligence and Data Rooms: Requests and the Data Room.
More free law tools
General information, simplified, mainly on American law, not legal advice. States and countries differ, and real cases turn on facts that a tool cannot capture.