Legal Due Diligence

You were trained for clauses. Not for hunting down the shareholder list.

Friday, six in the evening. The mandate is running against a budget, and the data room is not busywork: if the purchase agreement ends up carrying a disclosure clause, whatever lay in it on the cut-off date can later be held against your client as knowledge.

Recording from the application, demo project.

Where each number comes from stands at the number.

12 to 5
Working days to a finished legal due diligence.
One real mandate with a comparable volume of files, not an average figure. On request we will put you in touch for a reference call.
Day 1
The missing-items list stands on the first day, not in week two.
Learned from the Q&A lists your firm has already written.

How deep the reading goes

Any list manages two stages. The third and fourth decide.

  1. 01

    Is the document in the data room?

    Every checklist sees that.

  2. 02

    Does it meet the requirement?

    Is the extract recent enough, is the addendum signed.

  3. 03

    Is on file what it refers to?

    Abteilung II names a notarial deed. Is it attached?

  4. 04

    What does the referenced deed say?

    Only here does it show how good the clause really is.

The share stands for what you know about the file after this stage. What lies above the waterline, everyone sees. Below it lies what moves the price.

Completeness of the deeds named in Abteilung II

Reference Status Source
Land purchase agreement 2019 On file Purchase agreement
Addendum on the extension of deadlines Partly missing referred to only
Bewilligungsurkunde for the easement Missing named in Abteilung II
Priority confirmation from the lender Not current Grundbuch extract
Reconstructed after the application, with invented documents. No real customer data.

How it runs today, without AIMI

Two mandates, the same problems

Real estate and corporate law look different from the outside. Inside it is the same thing: open references, chains with gaps, delay, and in the end somebody negotiates who carries the risk.

Dozens of Grundbuch folios, three days before Christmas

Consolidations, subdivisions and easements that have travelled from folio to folio and changed beneficiaries on the way.

Abteilung II, section II of the folio, reads like a family tree nobody ever wrote down. The notarial deed that everything refers to is not in the data room, and the notary’s archive takes weeks, not days. Perhaps you are sitting in front of it yourself, perhaps your associate. Either way you answer for it.

One site changed owner. The registered rights of way stood in the Grundbuch extract, so they were visible. What went unfound for months was the Bewilligungsurkunde, the notarised consent they refer to. When the first right was to be deleted, four further beneficiaries surfaced who were named in that deed and whom nobody knew about. The deletion was not instructed until eight months after the notarial appointment, the closing condition stayed open that whole time, expensive firms stayed engaged, and in that time nobody could develop anything.

The buyer’s side sees it in hindsight as an omission on the seller’s side: “Strictly speaking, a seller should have identified something like that in the due diligence.” A managing partner of a project developer who knows the same subject: “The whole land register business alone, just to be able to see it, because we have already been through it.”

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A chain of title with gaps

Three shareholder lists, three versions, and between them a capital increase is missing that must have happened.

You are handed three lists. In 2002 the share capital reads 50,000. In the filing from 2008 it is 70,000. Somewhere in between lies an increase from 50,000 to 60,000 for which no resolution is in the data room. A lawyer put it to us like this: “Strictly speaking it is only a description of what is actually there. And that alone helps us so much.”

Somewhere in the chain there is a share transfer for which you are looking for the consent, because the articles restrict transferability. With a family-owned GmbH a pooling agreement or a usufruct from the generation before last comes on top. If a corporate-finance advisor built the data room, it is orderly. If the family sells without advisors, two folders out of three are called “Miscellaneous”.

You need the chain without gaps, otherwise you end up negotiating who carries the risk. And it is one of the topic areas that run side by side: corporate law with the chain of title, shareholder lists and transfer restrictions, plus real property law, financing, employment, IP, public-law permits, subsidies, litigation and insurance with the change-of-control question.

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Phone photos, stained copies, only every second page scanned

A scan with every second page missing, because somebody turned the pages too fast at the copier.

On top of that a portfolio out of an insolvency, everything thrown in, nothing named. A coffee stain over the signature, a missing stamp, a handwritten note in the fourth annex to a lease.

You notice it on day nine, when the Q&A round has long gone out. Then the follow-up request begins, and with it the second week.

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“What is this even about? What do I have to concentrate on?”

Partner at a law firm, land register folios shortly before Christmas

In four steps

From the unsorted data room to the finished report

The route follows your firm’s structure. It begins with what can collapse the transaction.

Step 01

Connect the data room

ZIP, SharePoint or drag and drop. Sorted by your structure.

Step 02

Missing-items list on day one

Three stages: document there, requirement met, reference on file.

Step 03

Project analysis and dashboard

Topic area by topic area on one page: chain of title, open points, every finding with its source.

Step 04

Report in your template

Your chapters, your tables, your tone. You review, you sign off.

Show us a data room you know.
The list of gaps is there the same day.

A description of what is actually there

Six places where the legwork leaves your desk

AIMI describes what is in the documents, compressed and with its origin. Assessing, weighting and negotiating stay your work.

The missing-items list on day one

AIMI checks in three stages: is the document there, does it meet the requirement, and is on file what it refers to.

The data room opens on Friday, the Q&A deadline runs from Monday. Is the Grundbuch extract recent enough? And is the notarial deed it refers to attached? AIMI learns from the Q&A lists your firm has already written, which is why the list comes in your structure. Whatever is supplied later, AIMI checks against it automatically.

It arrives as an RFI or Q&A file in Excel, follows your structure and names every gap together with the place where it shows. It goes out only once a partner has released it. Every Q&A round that starts earlier is one week less of lead time.

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A calibrated review path, not a chat window

The smallest thing sits in the worst place: a condition in a footnote, a reference to an annex that does not exist. So AIMI works through a fixed review path, topic area by topic area.

A general legal AI tool has long been running in your firm, and somebody has already tried to tip the data room into it. A chat window always sounds convincing. But a data room is not a conversation, and what nobody asks about, nobody finds there either.

So we assert nothing, we show the path. AIMI describes what is in the documents and marks where it finds nothing. Every finding opens down to the highlighted source, for the second review inside your firm as well.

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AIMI flags gaps, not only content

Missing pages, a missing signature, a missing stamp: what is illegible is reported as illegible.

The scan has 40 pages, the original had 80. Most tools read what is there. AIMI also assesses the document itself, down to the copy on which a signature disappears under a stain.

In a real mandate a change of use was written by hand into the fourth annex to a lease. The reviewer had the point in the first Q&A round instead of days later: “That was not in my scope of services at all. I was completely astonished that it found the change of use.”

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The classification comes from your own contracts

Warranty, indemnity, condition precedent or price adjustment: AIMI has learned how your firm has classified such findings so far, and does it the same way. The legal assessment is yours.

Think of an associate you have trained very well. He knows how your firm phrases things, which clause belongs where and what you pin a finding on. That is exactly what AIMI learns from your earlier contracts, and that is exactly how it proposes. You change the column with one click.

Contradictions between documents appear next to it as a timeline. In a corporate mandate that means which shareholder list applied when, and which transfer lies in between. In a real estate mandate: which entry changed the earlier one, across subdivisions and consolidations.

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The report sounds like your firm

No freely composing language model, but a fill-in-the-blanks text in your template: your structure, your tables, your logo.

Write freely. From your earlier reports AIMI does not learn what your firm means, but how it writes: the order of chapters, the sentence construction, the table format and the phrases that always read the same at your firm. No average of several mandates comes out of it.

Export one to one as Word, Excel or PowerPoint, filled with the facts of this mandate, your decisions and your research, every statement with its source underneath. You review, you sign off.

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Every file gets a readable name

AIMI names and sorts by your structure, in several views in parallel as well.

“Scan_075.pdf” is not a document name. Sorting runs, say, once by topic area and once by company. Duplicate versions are recognised, superseded ones archived.

Connecting takes minutes, the reading AIMI does in the background. A portfolio out of an insolvency with 50 GB ran through in one piece, and ZIP archives are unpacked automatically along the way. Your team spends the time on the case, not on the search for it.

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Chain of title: the chain of share transfers across forty years
From the application, demo project. Parties made unrecognisable, the chain stays.

The reference case

Five instead of twelve working days

One firm used to need twelve working days for the legal due diligence. With AIMI it stood in five, with a comparable volume of files.

“My client was surprised how early we were able to negotiate.”

Partner at the instructed firm

One real mandate, not a generalised metric. On request we arrange the contact for a reference call under confidentiality.

Where AIMI stops

Three sentences we would rather say now than in the demo

  • AIMI does not decide

    It proposes, it classifies and it shows the way, with your own earlier cases next to the finding. Deciding, weighting and negotiating are yours. You are the lawyer, you have the knowledge, and your signature stands underneath.

  • AIMI reads only what was delivered

    What never reached the data room is in no file, not in ours either.

  • AIMI replaces nobody on the mandate

    You curate the findings, you review the report, you build the contract. Whoever signs has read it.

Before the first document is uploaded

What partners ask us first

Price, getting started, professional conduct: the questions that always come in the first conversation. What is evidenced stands here. Where the proof is missing, that stands here just as plainly.

What does it cost?

Read the answer

No annual contract, no user licences. Whether ten people have access or two costs nothing extra. You pay for what runs through, out of a credit you set beforehand, and you can see at any time what a mandate has used. We name the order of magnitude for your case after a short look inside, in the first conversation and not after three meetings.

How does the first mandate start?

Read the answer

With a case you have already worked through. To begin with, your report template and one old Q&A list are enough. Connecting takes minutes, the reading then runs in the background. The first mandate runs alongside your usual way of working until your team trusts the result.

What about a running mandate?

Read the answer

That works too, and it is the more honest test. You connect the data room, the missing-items list stands the same day, and your Q&A round goes out earlier. None of that replaces your review, it only shifts what your people spend the first week on.

Who on your side sees our documents in clear text?

Read the answer

You get the answer in writing, with roles and access paths, before you decide. We put forward what we can evidence, or we tell you that we do not have the proof.

What does AIMI learn from our templates, and does it stay with us?

Read the answer

From your reports and Q&A lists AIMI learns the form: chapter order, tables, wording. No model is trained on your data, neither ours nor a provider’s, and every request is processed in Europe only.

Does the separation between two mandates stay as strict as it is with us?

Read the answer

Between two firms AIMI separates technically; inside your own firm you steer access per project through visibility levels and the project lead role. How far the learned writing style stays separated between two mandates as well, we answer in writing: with mandates on both sides that is not a side question.

And the duty of professional secrecy, not data protection?

Read the answer

Two different questions. The processing agreement answers the one, the undertaking our staff sign on professional secrecy answers the other. We put the draft of that clause in front of you before you decide, rather than sending the question back to you. We sign a confidentiality agreement up front on request.

What does this do to our fees?

Read the answer

If the review gets shorter, does the invoice get shorter too? With a fixed fee and with a budget cap the answer is simple: the time you gain is your margin. Where you bill by the hour, your time moves to what the client actually engaged you for: the clauses, the allocation of risk, the negotiation. What your firm passes on as a disbursement and what stays an internal cost is your decision.

And where does the associate still learn the craft?

Read the answer

At real sources, only across more cases in the same time. He no longer reconciles the shareholder lists page by page, he works on the finished timeline and sees why a transfer restriction blocks the transfer from 2019. What changes is not the craft, but when he practises it: your associates sit in the drafting discussion earlier, instead of only once the stack is done.

And if the purchase agreement contains a disclosure clause?

Read the answer

Then whatever was filed in the data room can later be held against your client as knowledge. What decides the outcome is not whether he knew it, but whether the finding was translated into a warranty, an indemnity, a condition precedent or a price reduction before signing. That is exactly why the first output is the list of gaps and not the summary.

How long do our data stay with you after the mandate?

Read the answer

A retention period stands here once it stands in the contract, not before. Tell us which one your firm requires, and you get the answer in writing before you decide.

We have been through the approval processes of a corporate IT department several times. On request we will put you in touch with a firm that went through them with us.

European data centres Processing agreement under Article 28 Separated by company No model training on your data

Show us a mandate you know.

The fastest way to understand AIMI is a data room you have already worked through. You see straight away what AIMI finds and what it would have spared you.

A pilot inside a running mandate is possible too.

15 minutes on the phone

Leave your email address and we get back to you to arrange a time. No documents needed for that.