Define the agreement family and review question
A UK acquisition review can involve several draft share purchase agreements, a disclosure letter, schedules, a data-room index and later supplemental material. Identify the governing law and transaction structure. A UK entity or adviser does not establish that every transaction document has the same governing law.
Record the versions the team has agreed to review, including the cut-off for the data-room set. Decide whether the task is to identify missing evidence, check cross-references or prepare questions for negotiation. Do not ask an AI system to certify the overall legal adequacy of disclosure from a folder of documents.
This is a suggested evidence-review process. The agreement's wording, facts and applicable law determine the effect of a disclosure; the table below does not set a legal standard for fair disclosure.
Give each disclosure an evidence row
Use a stable reference for each disclosure and preserve its complete wording. Match the stated warranty number to the actual agreement version, then locate the identified evidence. If the reference points to a folder, record which files were inspected rather than treating the folder name as a substantive answer.
| Field | Purpose |
|---|---|
| Disclosure and warranty reference | Identify the statement and the version against which it is reviewed |
| Evidence file and passage | Show what supports or qualifies the statement |
| Missing or inconsistent material | Describe the question still open |
| Review owner and decision | Track the human assessment and approved next step |
In Review Matrix, choose a focused set of questions within its 25-question limit. Use separate passes for different workstreams when necessary. Check the citations and retain a handover record of conclusions the team has actually approved.
Worked example: the missing customer side letter
Fictional transaction: a proposed disclosure says that a key customer may terminate on a change of control under a side letter at data-room reference 4.2.7. That reference contains the main customer agreement, but no side letter. The agreement itself does not contain the provision described.
The review finding is that the cited file does not establish the disclosed side-letter term and the side letter remains outstanding. It is not a conclusion that the termination right does not exist. Ask the relevant team for the document, confirm the parties and date, and assess its relationship to the main agreement.
When the missing file arrives, retain the original request and update the evidence row. The deal lawyer can then assess the actual wording, legal effect and proposed negotiation response. A generated summary should not substitute a common change-of-control clause for the missing text.
Control the data used in the review
Use the approved data-room set and observe access restrictions, privilege decisions, personal-data handling requirements and any clean-team arrangements. Avoid uploading unnecessary personal information simply because it is present in an acquisition folder.
The ICO's data minimisation guidance explains the need for personal data to be appropriate and limited to the processing purpose. The deal team should assess the actual processing, recipients and service arrangements. A diligence task does not provide automatic permission for unrestricted sharing.
Keep a file manifest with document identifiers and versions. If an updated disclosure letter or replacement exhibit arrives, identify which findings need reopening. The same filename can conceal a materially different document.
Separate findings from deal decisions
Prepare three distinguishable outputs: the factual evidence exceptions, the lawyers' assessment and the actions agreed for the deal. Missing evidence may lead to a further request, a negotiation point or another response depending on the transaction. The software should not silently make that decision.
Before handover, check important cross-references, confirm which questions remain unanswered and name the review owner. Retain the agreement and disclosure versions used for the analysis so later readers can understand why a finding changed. A completed matrix does not certify that the entire transaction has been diligenced.
For wider document triage, use AI-assisted M&A diligence and the due-diligence workflow. For clause-level review, see the contract review checklist.
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.
Explore Review Matrix and Document Review, or review Judicio's regional coverage and limitations. Check the underlying source and your organisation's approved process before relying on an output.