Cross-Border M&A Due Diligence Made Visual

When a Canadian mid-cap energy company agreed to acquire a smaller operator with assets in Alberta, Texas, and the North Sea, the legal workstream quickly became a coordination challenge. Three law firms — one in Calgary, one in Houston, one in London — were engaged to handle the jurisdictional due diligence, and the in-house legal team of four needed a way to keep everyone aligned on the target's corporate structure, which comprised 35 entities across the three regions. The deal had a tight timeline: exclusivity expired in 90 days, and the board expected a recommendation well before that.

The target company had grown through a series of acquisitions over the previous decade, absorbing smaller operators in each region without ever rationalising the resulting corporate structure. Some entities were active operating companies with employees and assets; others were dormant holding vehicles left over from previous transactions. A handful existed solely to hold specific licences or permits. The ownership chains were convoluted — several entities were held through intermediate holding companies in jurisdictions that no longer offered any tax or regulatory advantage, and the documentation of these structures was scattered across the target's various advisors.

In past transactions, the acquiring company had relied on email chains and shared document drives to coordinate multi-firm due diligence. The experience had been consistently painful. Structure diagrams were produced by each firm independently, using different formats, different naming conventions, and different levels of detail. On one previous deal, the Calgary firm had listed an entity as active that the Houston firm had flagged as dissolved in the Texas Secretary of State records, and nobody caught the discrepancy until the signing checklist stage — nearly derailing the closing timeline.

The general counsel was determined to avoid a repeat. She had been introduced to Juristic Structure by the company's auditors, who had seen it used by another energy client for post-merger integration mapping. After a brief demonstration, she proposed that Structure serve as the single source of truth for the target's corporate group throughout the due diligence process. All three external firms would work from the same workspace, updating entities as they completed their jurisdictional reviews.

The setup took less than a day. The in-house team created the master workspace and populated it with the preliminary entity list from the target's data room. Each entity was placed in the hierarchy based on the available organisational charts, with flags indicating where the ownership chain was unconfirmed. The Calgary, Houston, and London firms were granted contributor access, each responsible for the entities within their jurisdiction. A colour-coding system was established: grey for entities not yet reviewed, amber for entities under active review, green for entities with completed diligence, and red for entities with material findings.

The benefits of the shared workspace became apparent within the first week. The Houston firm, reviewing a Texas subsidiary, discovered that it held a minority interest in a joint venture that was not reflected in the target's data room materials. They updated the Structure workspace immediately, adding the joint venture entity and flagging it for further review. The Calgary firm, seeing the update, recognised that the same joint venture had operational connections to an Alberta entity they were reviewing — a link that would have taken days to surface through email coordination.

As due diligence progressed, each entity in Structure accumulated a rich layer of annotations: pending litigation notes from the disputes review, regulatory approval requirements from the compliance workstream, environmental liabilities identified during the asset-level review, and tax attributes mapped by the company's tax advisors. The general counsel held weekly alignment calls where the team reviewed the Structure workspace together on screen, walking through new findings and discussing their implications for deal pricing and structure.

The visual workspace proved especially valuable during management presentations and board approvals. Instead of flipping through a 100-page due diligence report, the board could see the target's entire structure in a single interactive view, with colour-coding indicating the due diligence status of each entity. Red flags were visible immediately — a director could see at a glance that three entities had material findings requiring attention. When the board asked about a specific North Sea subsidiary's decommissioning obligations, the general counsel clicked into the entity and pulled up the London firm's findings in seconds.

One particularly consequential discovery emerged from the visual overview itself. When the full structure was displayed, the general counsel noticed that two North Sea entities — which the target's management had described as independent operations — were in fact connected through a shared intermediate holding company in the Netherlands. This connection had implications for the tax structuring of the acquisition and would have been difficult to spot in a traditional due diligence report, where the two entities would have appeared in separate sections prepared by different firms.

The three external firms reported that the Structure workspace reduced their inter-firm coordination time by roughly half. Instead of sending emails to ask whether another firm had reviewed a particular entity, they could simply check the workspace. Instead of circulating updated structure charts in PDF format — with the inevitable version-control problems — every participant worked from the same living document. The lead partner at the Calgary firm described it as 'the first time I have worked on a multi-jurisdictional transaction where everyone was actually looking at the same picture.'

When the deal moved into the negotiation phase, Structure continued to prove its value. The target's counsel proposed a pre-closing reorganisation that would simplify the ownership chain for the North Sea entities. Rather than working through the implications on paper, both sides modelled the proposed reorganisation in Structure, creating a duplicate workspace that showed the post-reorganisation structure alongside the current state. The side-by-side comparison allowed the parties to quickly identify that the proposed reorganisation would trigger a change-of-control clause in one of the target's joint venture agreements — an issue that needed to be addressed before closing.

The transaction closed on schedule, two weeks before the exclusivity deadline. The general counsel attributed the smooth process in part to the reduction in coordination overhead. 'In previous deals, we lost weeks to miscommunication between firms,' she noted. 'This time, the structure diagram was the common language. When everyone can see the same picture, you spend less time explaining and more time deciding.'

The approach has since become the company's standard playbook for acquisitions. Structure workspaces are now created at the outset of every new deal, with the entity list populated from the data room on day one. External firms are given contributor access as part of their engagement terms, and the colour-coded diligence tracking system has been refined based on lessons from subsequent transactions. The company's CFO, who had initially viewed the tool as a legal department expense, now considers it a deal execution asset — and has requested that Structure be used for integration planning as well as diligence.