Build a tax due-diligence issues list from the data room
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List documents that bear on the questions the lawyer supplies, and flag a question with no document. Do not state whether a tax position is correct.
- What the lawyer must review
- You decide which points are issues and what to ask the seller. Formal Opinion 512: a generated issue is not an issue until you have checked it against the document. Office of Professional Responsibility Issue 2026-19: verify facts and citations. Model Rule 1.6: the data room does not go into a public tool. Privilege, including 26 U.S.C. § 7525 where it applies, is decided before a document is uploaded anywhere.
- Written for / version
- United States versionUSCth
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes identifying points for review. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Confirm that the actual tool, feature and processing terms permit use of this information, including access, retention, training and disclosure conditions.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.