Who it's for · M&A
Before signing, the entire data room read and cross-checked.
A records search tells you what is on file. What moves the price sits in the target's contracts, minutes and emails, and in what one document contradicts in another. Hailoo reads the entire set and ties every point to its source document, so your team can qualify it and take it to the negotiation.
Due diligence is more than a records search.
A clean certificate shows what is on record at the registry and in the courts. It doesn't show the change-of-control clause in the contract with the largest customer, or the amendment that changed the penalty. When the timeline tightens, reading turns into sampling, and the sample rarely catches the document that matters.
What only shows up when you read everything
Examples of what we look for, not cases.
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Change of control.
A material contract that can be terminated, or gets more expensive, when the company changes hands.
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Related parties.
A supplier or customer that shares a shareholder with management, visible only when ownership records are cross-checked.
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The amendment that changes the contract.
Term, penalty or exclusivity altered in a document nobody opened.
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Signed without authority.
Minutes, powers of attorney and signatures that don't match one another.
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Off-balance-sheet exposure.
A notice, settlement or guarantee that doesn't show up in the provisions.
What we cross-check.
| Document | Against |
|---|---|
| Contracts | Amendments, term, payments and who signed |
| Ownership records | Suppliers, customers, management and public sources |
| Minutes and powers of attorney | Authority of whoever signed each contract |
| Notices and lawsuits | Provisions and seller's representations |
| Payroll and contractors | Employment and service contracts, labor risk |
What you bring to the table.
Every finding comes with the document and page, a risk level and a suggested next step: price adjustment, condition precedent, a specific representation from the seller, or an indemnity. Your team decides what goes into the contract. The report also states what wasn't read and why, so you know what else to request from the seller.
How we engage.
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Engagement.
Hired by the buyer, the financial advisor or the law firm running the transaction. NDA and data processing agreement before the first file arrives.
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Reading.
We work from the data room or an export of it. Documents that arrive later are added to the reading and to the coverage statement.
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Delivery.
A report with every finding tied to its page, in your team's format, plus a walkthrough meeting.
Confidentiality and conflicts.
We check for conflicts before accepting. We never act for both buyer and seller in the same transaction. Documents are deleted at the end, with a record.
Proof of method.
Before M&A, the same method read 16 public contract cases in under 90 days, across hundreds of thousands of pages.
Bring us a due diligence you've already closed.
We run the data room and compare it, finding by finding, with the report that was delivered.