AI due diligence and your sale data room.

A buyer may use AI-assisted tools to search, compare or summarise documents during due diligence. What those tools can do depends on the product, the documents and how the review is supervised. Do not assume every buyer uses them or that their output is reliable without checking.

For a seller, the practical task remains to provide an accurate, organised record of the business and explain material gaps or inconsistencies.

Make the record clear.

Keep signed contracts with their amendments. Distinguish current agreements from drafts and expired arrangements, without deleting records that need to be retained. Use an index and file names that help a reader understand what each document is.

If a contract, account or company record appears inconsistent with another, work out why. Record the explanation and supporting material. A discrepancy may have an ordinary explanation, but a summary produced from the documents alone may not include it.

Check the questions, not just the output.

AI-assisted review can produce errors or miss context. A question about a change-of-control clause, for example, may require the signed variation, the counterparty’s consent and the proposed transaction structure to be considered together.

Ask what document or passage a buyer’s question refers to. Have the responsible person check the source before accepting a summary as the full position.

Be deliberate about sharing information.

Agree who may access the data room and how information may be used. Consider confidentiality, personal information and the terms of any technology used to process documents.

The OAIC’s guidance on commercially available AI products explains relevant privacy considerations and the importance of human oversight. Do not assume an AI tool is suitable for confidential or personal information merely because it is easy to use.

Keep disclosure connected to the agreement.

The buyer’s review and the seller’s disclosure process are related, but they are not interchangeable. Check what the sale agreement requires to qualify a warranty and how information is to be disclosed.

Start with our pre-sale preparation guide. If a data-room issue affects the proposed agreement or negotiation, tell us about the sale.