---
title: "Build a first-pass issues list from a deal data room"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/triage-the-data-room-and-draft-a-first-pass-issues-list/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-T1-R1-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build a first-pass issues list from a deal data room

> Extract parties, dates, change-of-control, assignment, termination and unusual liability clauses into an issues table, with a document name and page for every row. Write no agreement text.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/triage-the-data-room-and-draft-a-first-pass-issues-list/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Extract parties, dates, change-of-control, assignment, termination and unusual liability clauses into an issues table, with a document name and page for every row. Write no agreement text. |
| What the lawyer must review | Formal Opinion 512 names contract analytics for merger and acquisition due diligence as a common use, and Model Rule 1.1 still requires independent verification. Test the tool on a sample of the room, then open every row you rely on. Do not put client documents into a self-learning tool unless Rule 1.6 informed consent is in place. The issues list is not a disclosure schedule and not a filing. |
| Written for | United States |
| Applies to | [Triage the data room and draft a first-pass issues list](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/triage-the-data-room-and-draft-a-first-pass-issues-list.md) |

## Checking plan

- What the AI does: Extract parties, dates, change-of-control, assignment, termination and unusual liability clauses into an issues table, with a document name and page for every row. Write no agreement text.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Opinion 512 says a lawyer who has tested a tool on a sample need not re-read every contract only to confirm a summary, but remains fully responsible for the work.
- A public or self-learning tool is not a data room.

## Sources

- [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)
- [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)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Acquisition due-diligence request list (United States private deal)](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-diligence-request-list.md) | Checklist | Yellow | Request list for diligence on a US private stock or asset purchase: corporate records, contracts, employees, intellectual property, privacy, litigation and Hart-Scott-Rodino facts.… |
| [Clean team protocol for a competitor acquisition](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/clean-team-protocol.md) | Policy | Yellow | A protocol for a deal between competitors: who may see current competitively sensitive information, what they may use it for, and what must not happen before completion. |

Signed-in accounts can read the full text of each one.

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