M&A Diligence ProtocolSource-grounded

From data room material to deal-ready operating judgment.

Convert management presentations, financials, market research, customer data, and operating evidence into deal risk, named deal breakers, synergy estimates, integration complexity, IC-ready recommendations, and 100-day planning signals. Material figures can carry source quotes, formulas, and confidence so finance, diligence, and operating teams can review the basis rather than rely on a generated assertion. Where diligence ties to payment or IP milestones, Sentinel can translate those conditions into governed approval gates.

Run M&A Diligence View Sample Output

Deal verdict

Live

Deal
risk

$1.7M

Net synergy

Proceed with conditions

CondAuth vulnerability remediated pre-close

CondKey-person retention escrow

Diligence domains

SecurityFinancialsLegalPeople+3

Risk

$1.7M

Synergy

Findings

Breakers

Operating flow

Evidence becomes operating state.

The protocol structures source evidence, applies its method, records management actions, and updates the resulting operating state.

Source evidence

Management presentations, data room files, market research, SDRs, customer/vendor data, financials, and operating notes enter the protocol.

Deal graph

Risks, synergies, obligations, deal breakers, customers, systems, integration dependencies, assumptions, and source citations become mapped.

Deal scoring

MCOS calculates deal risk, integration complexity, synergy estimate, confidence, red flags, and go/no-go readiness.

Management actions

Teams validate deal breakers, assign diligence owners, update synergy assumptions, resolve integration risks, and flag missing sources.

Recalculated outputs

Actions update the risk score, synergy table, integration plan, IC memo, 100-day plan, and evidence package.

Vudu Copilot

Grounded chat over the full diligence record, with per-module launchers. Findings and synergies carry their extracted evidence quote, so the copilot can't assert a figure the data room never stated.

Workspace modules

The durable asset is the working system behind the report.

Dashboards and exports matter. The deeper value is the structured evidence, operating state, decision logic, and management workflow that can be revisited and updated.

Deal Dashboard

Executive view of deal risk, recommendation status, integration complexity, financial summary, source coverage, and upcoming deadlines.

Deal scoreRecommendationDeadlinesEvidence

Risk Matrix

Ranks concentration risk, customer churn risk, integration readiness, management bandwidth, financial exposure, and operational fragility.

Risk severityLikelihoodOwnerMitigation

Synergy Table

Models revenue, cost, operational, and integration synergies with source-linked assumptions and confidence levels.

RevenueCostIntegrationConfidence

Deal Breakers

Identifies and names deal-breaking issues with citations, downstream impact, and required close conditions.

Red flagsCitationsConditionsImpact

Integration Complexity

Maps systems, vendors, processes, people, dependencies, timeline, and operational drag before the deal closes.

SystemsPeopleVendorsTimeline

IC Memo Builder

Converts diligence graph findings into investment committee-ready narrative, recommendations, and evidence-backed decisions.

IC memoGo/no-goEvidence100-day plan

Management actions

A correction should change the operating record.

Validations, owner assignments, risk decisions, and approved changes are operating events. They should update the underlying state rather than remain comments beside a static report.

Management action → state update → recalculated dashboard → revised output.

Validate Deal Breaker

Recalculates state

deal risk scoreIC recommendationclose conditionsred flag status

Assign Diligence Owner

Recalculates state

owner coveragediligence progresssource follow-upIC memo

Update Synergy Assumption

Recalculates state

synergy valuefinancial modeldeal recommendation100-day plan

Resolve Integration Risk

Recalculates state

integration complexityrisk matrixtimelineclose readiness

Flag Missing Source

Recalculates state

source coverageconfidence leveldiligence checklistevidence trail

Operating view

Diligence findings become deal operating judgment.

M&A Diligence converts unstructured deal evidence into quantified risk, synergy, complexity, and recommendation signals before the close window expires.

Finding

Impact

Severity

Owner

Decision

Revenue concentration

High

Deal Team

Validate customer risk

Customer churn risk

High

Commercial Lead

Deep dive required

Integration readiness

Medium

Operating Partner

Build 100-day plan

Management bandwidth

Medium

Sponsor

Confirm support model

Inside the dashboard

Five diligence modules, one deal verdict.

Every diligence run opens as a deal desk. Each module answers a partner-level question, and the verdict updates as conditions clear.

Deal Verdict

The headline recommendation, deal-risk score, and closing conditions to clear before close.

Banded 0-100 risk gauge, verdict pill

Risk & Findings

Every finding by category and severity, filterable, with its evidence.

Category-by-severity matrix, filterable register

Synergies

The upside thesis, each value lever grounded to a figure only where stated.

Value levers on a short, medium, long timeline

Integration & Liabilities

Post-close execution: integration risks, hidden liabilities, adjustments.

Complexity meter, mitigation master-detail

Action Brief

The deal desk: negotiation playbook and phased post-close plan.

Lever-chipped playbook, Day-1 / 90 / 100 timeline

Generate from the diligence

Deal-broker artifacts, drawn from the analysis.

Each memo is written live from the full diligence record. Generate the one that matches the module you are in, or open the Deal Copilot to produce any of them and ask grounded follow-ups.

Generative: grounded copilot outputPrompt: grounded handoff to another toolExport: structured file or scoped document

Investment Committee Memo

Generative

Recommendation, economics, risks, and open conditions in one memo.

Diligence Red-Flag Report

Generative

Critical and deal-breaker findings ordered by severity.

Value-Creation Thesis

Generative

The upside case for the price, lever by lever.

100-Day Integration Plan

Generative

Day-1, 90-day, and 100-plus plan with owners.

Negotiation Strategy Memo

Generative

How to play each lever, with asks and conditions of close.

Deal Copilot

Generative

Grounded chat over the full analysis, with per-module launchers.

Export as Prompt

Prompt

The whole analysis as a Deck, Sheet, or Memo prompt for your own tool.

Plus a temporal deal timeline: append a follow-up diligence call and the verdict, conditions, and synergies update across calls. Clearing a closing condition is recorded on a tamper-evident audit trail and lifts the verdict.

Why it survives the committee

Built to hold up under investment-committee scrutiny.

Every figure grounded, nothing invented

Findings and synergies carry the extracted evidence quote; dollar values appear only where stated, and qualitative levers say so.

Remediable versus fundamental deal-breakers

Findings split into closing conditions you can clear and walk-away issues you cannot, so the verdict reflects what is actually fixable.

Tamper-evident closing conditions

A named human clears or reopens each condition, recorded on an append-only, SHA-256 hash-chained audit trail.

Honest verdict math

Clearing a condition recomputes the deal-risk score, so a resolved issue lifts the verdict instead of citing a stale one.

These mechanisms are engineered to enforce accuracy by construction, but the system is under continuous improvement, and defects are corrected as they surface.

Governed output layer

Deal-ready diligence package.

M&A Diligence produces the IC-ready narrative, risk scoring, synergy model, integration complexity assessment, evidence citations, and 100-day planning package.

Run M&A Diligence Book a briefing

Output package

Deal risk score

Named deal breakers

Synergy table

Integration complexity assessment

IC memo

100-day plan inputs

Source citations

Risk matrix

Knowledge graph export

PDF / JSON / CSV package