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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.

In the video below we go into detail on what checks are, what they are for, how to create them and how to review the output.

In the article below and the linked articles you can find more details.


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.

Checks aren't limited to M&A. Investors running venture capital or private equity due diligence use purpose-built checks to assess a target quickly and flag potential deal breakers early. Legal teams also use checks for compliance reviews — running an existing contract portfolio against a new law, regulation, or internal policy to identify which agreements need to be updated or amended, across both M&A data rooms and Projects.


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.

Merged and shared risks

Sometimes the same risk is identified in multiple documents — for example, a missing change-of-control clause that appears across several key contracts. Emma recognises and lets you merge these duplicate findings into a single shared risk across affected documents.

Merged (shared) risks are indicated both on the check detail page and the document risks tab. When a risk is merged:

  • The answer row or risk list item shows a distinct indicator, letting you know it is linked with findings in other documents.

  • Clicking the merge indicator opens a summary dialog, showing all member documents contained in the shared risk group, their summaries, and who set the risk level for the group.

  • This helps you manage related risks across your data room centrally and track combined findings relevant to specific checks or negotiation points.

Risk level changes on merged/shared risks

Changing the risk level for a merged (shared) risk updates the risk level for all linked answers across the relevant documents. This keeps risk assessment consistent everywhere the shared risk appears:

  • No matter whether you change the risk on the check detail page, the document risks tab, or in the merge dialog, Emma updates all related findings at once.

  • The risk author's initials or avatar update immediately after a change, matching the latest reviewer.

  • This consistency is essential for deal reporting, ensuring that any report or export reflects the latest, unified risk level.

"View in document" shortcut in merged risk dialog

Inside the merge dialog (opened via the shared risk indicator), each member document's expanded summary now includes a “View in document” shortcut. Click this to jump straight to the corresponding clause or finding in the document viewer, making it easy to review evidence or context for each merged risk across files in real time. This ability to jump directly speeds up clause-by-clause audits and supports more detailed disclosure or risk tracking.


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.

When you select the scope (the document types to include in the check) in the playbook editor, Emma now clearly numbers and orders the document types, making it easier to understand and configure which documents your check will cover.

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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