---
title: "Build a buy-side or sell-side legal due-diligence issues list"
url: "https://ailawframework.com/practice/in-house-general-counsel/build-a-buy-side-or-sell-side-legal-due-diligence-issues-list/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A40-T1-R6-US"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build a buy-side or sell-side legal due-diligence issues list

> From the data-room documents the lawyer supplies, list each issue with the document, the clause or page, and the question it raises.…

Canonical page: https://ailawframework.com/practice/in-house-general-counsel/build-a-buy-side-or-sell-side-legal-due-diligence-issues-list/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [In-House / General Counsel](https://ailawframework.com/practice/in-house-general-counsel.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the data-room documents the lawyer supplies, list each issue with the document, the clause or page, and the question it raises. Do not grade the risk and do not write the advice that is sent to the client or the board. |
| What the lawyer must review | There is no single federal statute that sets the contents of a private-company legal due-diligence review. The issues list is the lawyer's work. ABA Model Rule 1.1 requires a lawyer to provide competent representation. ABA Model Rule 1.6(a) provides that a lawyer shall not reveal information relating to the representation unless the client gives informed consent, the disclosure is impliedly authorized, or paragraph (b) permits it. ABA Formal Opinion 512 (29 July 2024) requires the lawyer to understand the tool well enough to use it competently and to remain responsible for the output. The lawyer checks the deal documents, the entity's state of organization, and any regulator that actually applies to the counterparty. The tool does not clear a sanctions list. |
| Written for | United States |
| Applies to | [Build a buy-side or sell-side legal due-diligence issues list](https://ailawframework.com/practice/in-house-general-counsel/build-a-buy-side-or-sell-side-legal-due-diligence-issues-list.md) |

## Checking plan

- What the AI does: From the data-room documents the lawyer supplies, list each issue with the document, the clause or page, and the question it raises. Do not grade the risk and do not write the advice that is sent to the client or the board.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- A data room is not a complete record. The absence of a document is not a finding that the issue does not exist.
- Do not put the data room into a public tool. The engagement terms and Model Rule 1.6 control what may be disclosed to a vendor.

## Sources

- [ABA Model Rule 1.1, Competence](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*