Every equity position, transfer restriction, and valuation term, extracted consistently across every transaction document, every time.
The challenge
M&A due diligence requires rapid, precise extraction of equity capitalization, ownership restrictions, transfer conditions, and pricing terms from purchase agreements, shareholder agreements, and cap tables. Under deal pressure, gaps and ambiguities in share classifications, drag-along rights, anti-dilution protections, and escrow obligations can affect valuation, delay closing, and create post-closing disputes that were entirely avoidable.
The solution
Apply the M&A Due Diligence Question List across transaction documents. Ask iManage extracts share types and ownership percentages, transfer and sale restrictions, drag-along and tag-along rights, anti-dilution protections, purchase price and adjustment mechanisms, payment terms, and escrow and holdback provisions, returning structured, citation-backed outputs so teams can reconcile the cap table, validate deal terms, and identify discrepancies before they become closing conditions.
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Run a Question List
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Question List In Action
Identify then select all purchase agreements, shareholder agreements, cap table, and related agreements, and Start a review.
Apply the M&A Due Diligence Question List across the selected documents.
Question Lists allow you to run a consistent list of prompts against all selected documents in just a couple of clicks.
Use a prompt to build a cap table including reconciliation of ownership percentages, identification of all equity holders, and verification of current and pro-forma ownership.
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List all shareholders with their share class, number of shares, and ownership percentage. Verify the total equals 100%.
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Are there any options, warrants, or convertible instruments outstanding? When do they vest or convert?
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What is the fully diluted ownership if all options and convertibles are exercised? Show the pro forma cap table.
Run a follow-up prompt to review terms by examining share transfer restrictions, drag-along / tag-along rights, anti-dilution provisions, and price adjustment mechanisms.
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What share transfer restrictions exist? Are there lock-up periods, right of first refusal, or co-sale rights?
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Quote the exact drag-along and tag-along language. What are the trigger thresholds and mechanics?
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Which shareholders have anti-dilution rights? What type (weighted-average, full ratchet) and under what circumstances?
Run a follow-up prompt to identify issues like discrepancies in the cap table, consent requirements, escrow conditions, and earnout triggers.
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Compare the cap table in the purchase agreement with the company's internal records. Are there any discrepancies? Explain.
Validate by reviewing source text using evidence markers.
Ask iManage responses are always grounded in your documents, with evidence markers taking you to the exact citation.
Export and act.
Ask iManage Export allows your analysis to be exported for direct use in cap table finalization, closing mechanics, and post-closing integration planning.
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