The due diligence issues report is the deliverable that converts hundreds of documents of review into decisions about price, structure, and risk. It's the bridge between the reading and the negotiation, and its structure determines whether the deal team can act on what diligence found. A well-built issues report organizes findings by category and makes clear which issues need further attention.
Organized by Document Category
Materials reviewed during due diligence fall into categories — corporate formation and charter documents, contracts, financials, IP, employment, litigation — and the issues report is organized to match. Each flagged issue is tied to its source document and its category, so a finding can be traced back and verified. This structure mirrors how the data room itself is organized and how the workstreams divide the work.
Findings and Recommendations
For each issue, the report states what was found and recommends what the client should do about it — review further, request additional documentation, address in the purchase agreement, or price into the deal. A standard report explicitly notes which issues warrant further client review rather than treating every finding as equal. This prioritization is what makes the report actionable rather than just a list.
From Report to Deal Terms
The issues report's findings flow directly into the deal: red flags become purchase price adjustments, indemnification provisions, escrow holdbacks, or closing conditions. A change-of-control clause becomes a consent requirement; a concentration risk becomes an earnout structure; an IP gap becomes a remediation condition. The AI agent produces the issues report in this structure automatically from its read of the data room. It's demonstrated at omnionlinestrategies.com/ai-agent-ma-due-diligence.