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Red-flag review

Find the issues that change the deal

Focus the first review on material commercial risks and the evidence needed for the next investment discussion.

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What needs attention before you proceed?

An initial review has a different purpose from full diligence. It should prioritize restrictions, liabilities, and unanswered questions that could affect the bid or terms.

Inside the work product

Explore a
diligence review

Browse a sample legal diligence memorandum, the findings behind it, and the requests that move the review forward.

ColabraProject Northbridge

Investment team · Working review

Legal diligence memorandum

Executive view

Escalate the liability carve-out and consent requirement for counsel’s assessment. Obtain the missing assignment evidence before closing the IP review.

Matters for attention

01
Liability carve-out

Review the carve-outs against the buyer’s threshold and check amendments before recording the exposure.

Services agreement · liability schedule
02
Customer consent

Confirm whether the proposed transaction triggers consent before relying on the contract at close.

Acme customer agreement · §12.3
03
Missing IP assignment

The supporting records do not yet establish the transfer of this contributor’s work.

Engineering contractor file · document index

Evidence reviewed

  • Material services agreements
  • Customer contracts
  • Assignment records
Prepared for investment review01
Follow the complete workflow

A review with a clear purpose

  1. Organize the evidence

    Bring the data room into a structured index so the review starts from identifiable documents.

  2. Apply your review thresholds

    Screen for change-of-control rights, assignment restrictions, exclusivity, and other material commercial provisions.

  3. Ask targeted questions

    Turn the issues that need clarification into requests, with responses attached to the relevant review context.