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Checks — overview

What checks are, how M&A lawyers use them to structure legal due diligence, and where to find the detailed guides for each check type.

Written by Paul Gaston GOURON

A check is a question or clause definition that Emma runs against every relevant document in your data room. The answer — expressed as a risk level (High, Medium, Low, No risk, or Unspecified) — appears as a column in the Risks tab of the Matrix, giving you a structured, document-by-document view of your legal due diligence findings.


Why checks matter for M&A legal due diligence

In a typical M&A process, the legal team must review hundreds or thousands of documents and answer the same set of questions for each one: does this contract contain a change-of-control clause? Is there a non-compete that could bind key employees post-closing? Are there any uncapped indemnities?

Without automation, that process is manual, error-prone, and slow — associates read every file, apply their judgment, and record findings in a spreadsheet.

Checks turn that manual process into a structured, automated workflow:

  • Define the question once. Write a check for “change-of-control clause” and Emma applies it to every contract in scope, consistently.

  • Get risk levels, not just yes/no. Configure what constitutes High risk (e.g. no termination right for the buyer), Medium (e.g. right exists but requires consent), or Low / No risk (e.g. full termination right). Emma classifies every document accordingly.

  • Spot gaps immediately. Documents without a relevant clause are flagged as gaps, surfacing missing provisions that would otherwise be buried in the review queue.

  • Generate the preliminary report. Check results feed directly into Emma’s report, giving clients a structured preliminary view of legal risk before the buyer’s team has finished its own review.


How checks appear in the Matrix

Each check you add appears as a column in the Risks tab of the Matrix. Rows are individual documents. The cell shows the risk level Emma assigned and a short explanation. Clicking a cell opens the document viewer at the exact passage Emma used to make its assessment.


Types of checks

Emma’s predefined check library

Emma ships with a library of checks covering the most common M&A due diligence topics — employment, IP, data protection, financing, real estate, and more. These are maintained and updated by Emma’s legal team.

Adding a predefined check takes one click. You can also pull in checks from another data room in your organization, which is useful when running multiple deals with the same playbook.

Custom checks

When your deal has specific requirements that the library does not cover — unusual covenants, jurisdiction-specific clauses, client-specific risk thresholds — you can create a custom check from scratch. You write the question, select which document types to analyze, define the risk levels and their criteria, and optionally provide a golden-standard clause as a reference.

Editing a check

Any check — predefined or custom — can be edited at any time. Changing the question, scope, or risk definitions triggers a re-analysis across all documents in scope so your Matrix stays accurate.


If you need help setting up checks for your deal or have questions about the predefined library, reach out through the chat bubble in the bottom right or contact [email protected].

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