Build an evidence matrix for EU transaction conditions precedent

Extract the exact condition

A multi-country acquisition may combine corporate approvals, third-party consents, regulatory matters, and documentary deliveries. Start from the executed agreement and capture the precise wording of each condition.

Record who benefits from the condition and any express mechanism for satisfaction or waiver. Do not let a checklist label replace the operative provision.

Define the evidence needed

For each item, state the expected document or event, responsible party, reviewer, and target date. Identify any required form, signatory, certification, or local-law input from the agreement and advice received.

Use a source reference for the requirement. Where the agreement is ambiguous, create a legal question instead of inventing a completion standard.

Test a corporate-approval upload

Suppose a board resolution appears in the data room. The matrix should show that it was received, then record whether the correct entity, transaction, signatories, and approval scope have been checked.

A file called final approval is not evidence that those checks passed. Keep receipt, review, and acceptance as distinct statuses so the closing team can see the remaining work.

Handle changes without losing the record

If the parties agree a waiver or extension, retain the original requirement and link the later decision. Record the authority and scope of the change as approved by counsel.

In a cross-border deal, local advisers may complete different parts of the review. Use a common status vocabulary while preserving their jurisdiction-specific qualifications and evidence requirements.

Prepare the closing handover

Produce a list of accepted items, open conditions, agreed waivers, and post-closing actions. Make the evidence accessible to the person giving the closing confirmation.

Judicio's Review Matrix supports up to 25 questions per matrix. Group large checklists by workstream and maintain an overall owner. The tool can organise the material; counsel must decide whether the contractual closing requirements are met.

Worked example and decision record

Illustrative cross-border closing: an acquisition checklist has a single green row for corporate approvals. The uploaded resolution belongs to the parent, while the agreement requires action by a subsidiary. A second file is a draft resolution with an unsigned signature page. Neither filename establishes completion.

The correct closing dashboard shows the accepted parent item and three open actions. It does not aggregate all four into a percentage that conceals a blocking condition. If the agreement groups approvals in one condition, retain sub-items so the legal owner can explain which part remains outstanding.

Once counsel accepts a condition, preserve the file version actually reviewed. A replacement uploaded later may require reopening the row, particularly if the signatory, transaction description or scope changes.

Run a reviewable workflow

Start from the executed transaction documents and approved closing checklist. In Review Matrix, extract the exact condition, beneficiary, evidence described, timing and any express waiver wording. Do not ask the system simply whether the deal can close; that conclusion requires the responsible advisers and transaction facts.

Build one record per condition and link the evidence files, including local-counsel input where required. Official company-register information can help check entity identity: the European e-Justice register guide is a starting point for locating relevant sources. A register entry does not prove every transaction-specific corporate approval.

1. Confirm the entity named in the condition and in the evidence.
2. Separate receipt from legal review and acceptance.
3. Record any required form, authority or execution check from the applicable documents and advice.
4. Link waivers or extensions to the original condition without erasing it.
5. Freeze the final evidence index when the authorised closing decision is made.

Give each open action an owner and timing reference. If an item is disputed or not applicable, capture counsel’s rationale rather than leaving it empty. The handover should make remaining dependencies understandable to someone joining the deal shortly before closing.

Checklist and acceptance criteria

Use this checklist at handover. Record the reviewer, date, source version and unresolved items beside each answer; a tick without evidence does not close the issue.

• Extract each condition from the executed document and retain its reference.
• Match the evidence to the correct entity and transaction.
• Separate received, reviewed, accepted and waived statuses.
• Verify the authority and scope of each waiver or extension.
• Reconcile the final index with the authorised closing decision.

Download the editable build an evidence matrix for eu transaction conditions precedent checklist (Markdown). It includes blank fields for your matter record and can be opened in a text editor or copied into your team’s document system.

Acceptance means the authorised reviewer has explained why the evidence satisfies the identified condition or why an effective waiver applies. It does not mean the whole transaction is ready to close; other conditions and release instructions may remain open.

Sources and next steps

This is an editorial workflow guide for legal professionals. The suggested checks are our practical recommendations, not a statement that a regulator requires a particular software workflow.

• European e-Justice: finding a company through BRIS

Explore Review Matrix and Collaboration, or review Judicio's regional coverage and limitations. Check the underlying source and your organisation's approved process before relying on an output.