HR due diligence for M&A, from the data room to Day-1 answers, every term cited
Every employment agreement, plan and policy in a deal’s data room read and checked, so day one starts with cited answers.
See one case, screen by screen ↓When the merger agreement is signed, the HR folder in the data room opens and the clock to closing starts. The integration team has weeks to read every employment agreement, retention letter, non-compete, equity and benefit plan, level every acquired job title onto the buyer’s job architecture, and test every plan against the merger agreement’s promise to employees.
Most of that time goes on reading, not deciding. A retention letter’s good-reason clause sits on page two; the integration plan that moves the site sits in another folder. Nobody puts the two side by side until someone resigns and collects. Titles get levelled by name, so a Director with no reports lands on a manager level. And on Day 1 employees ask questions the team cannot yet answer with a source.
Estimated split for the HR workstream of a mid-size acquisition, by hand and with the solution.
Specialist agents read the data room, extract terms, map jobs, compare plans and write the Day-1 answers; the integration lead confirms.
Project Lumen: Northwind is buying Lumora Therapeutics, 642 people in Cambridge, Leiden and San Diego, closing Nov 20. At 07:52 a new retention letter lands in the data room. Here is what happens next, screen by screen, in the working solution.
Lena opens the solution in the clean-team view. 52 of 71 agreements confirmed, 508 of 642 people mapped to a Northwind level, 12 open issues — three high, each with an owner — and $38.4M change-in-control cost on confirmed terms. Every Lumora employee is one dot, by site, with the clocks to close beside them: antitrust clearance, works-council advice in Leiden, the 401(k) board resolution.
Needs you: “Retention letter · Dr. Aisha Bello — New in the data room today · not read yet.”
Data room update 14 brought 38 new HR files. One is a four-page retention letter, A-07, for Dr. Aisha Bello, Vice President, Medicinal Chemistry in San Diego, under California law. It is attached to her record and waiting to be read.
“Four agents read the 4 pages, pull every term with its passage, test it against the law where the person works and the integration plan, and price what it would cost. You confirm what they find.”
Lena presses one button. The classifier confirms the letter and the person. The contract term extractor pulls 8 terms, each highlighted in the letter, lowest confidence 90. The covenant and law checker flags the good-reason clause against the integration plan, and the exposure calculator prices it.
§4 of the letter lets her resign for good reason if her place of work moves more than 35 miles. Section 4.2 of integration plan v3 moves medicinal chemistry from San Diego to Cambridge by the end of Q2 2027 — about 2,600 miles. If that happens without her agreement, the $240,000 retention bonus is paid early and severance of $459,000 is triggered, with about $1,104,000 of unvested equity accelerating.
“The planned move to Cambridge gives Dr. Aisha Bello ‘good reason’ to resign — and collect.” Exposure ≈ $1,803,000.
Three choices sit under the finding: raise it for counsel with a retention addendum, keep the role San Diego-based to Nov 2027, or mark it not an issue. Lena raises it. Issue I-14 goes to Omar Haddad, employment counsel, due Oct 14, and the letter moves to “Issue raised” with 7 of 8 terms confirmed.
The checks behind it: signed by both parties, payment date keeps her through the 12-month promise, severance at least as favourable, retention pool $4.9M of $5.0M allowed.
The assistant answers from the data room: the move is about 2,600 miles, so every San Diego relocation clause is triggered, whether it says 35 or 50 miles — five agreements, about $2.73M if everyone resigned for good reason. At Lena’s request it adds a check rule so these clauses are re-tested whenever the integration plan changes, shown in Settings and on the audit trail.
Lumora calls 31 people Principal Scientist. The job matcher compares scope, experience, external profile, a census fact and pay against Northwind’s P4 and P5 profiles: the 19 who lead a program on their own match P5, the 12 who lead sub-projects match P4, and pay agrees. Lena accepts the split; it goes into the HR system load file on Nov 19.
The job matcher never levels by title alone, and a person accepts every level.
Thirteen answers in five sections — pay and payroll, equity, benefits and time off, your job and manager, colleagues in Leiden. Each is short, plain and cites one source. Five are approved by counsel; the benefits section is drafted and waiting for counsel, and the last two sections are still to write.
“What happens to flexible time off? It continues through 2026. From Jan 1, 2027 you have at least 25 days plus Northwind’s 11 holidays.”
2,318 HR files read since the folder opened on Sep 15, 612 terms extracted, change-in-control cost by site, where people land on the job architecture, and open issues by workstream and site. Each agent’s work is shown with how much of it people kept.
The same deal, seen by the four people who carry it — what their weeks looked like, and what they look like now.
Specialist agents read the data room, extract terms, map jobs, compare plans and write the Day-1 answers; the integration lead confirms.
Reads each file in the HR folder of the data room, decides what it is — agreement, plan, policy, census, job description — and attaches it to the right person or plan, keeping every version.
Pulls notice, severance, change-in-control trigger, good-reason definition, equity treatment, restrictive covenants and governing law from each agreement — with the exact passage and a confidence for every term.
Proposes a level for every acquired job title from the job description, census facts and pay — and splits a title when the evidence says it covers two levels.
Lines up every acquired plan and policy with yours, tests it against the merger agreement’s 12-month employee promise, and prices the cost to keep, match or bridge.
Tests each term against the law where the person works, the merger agreement’s employee promise and the integration plan — and explains each problem with both passages.
Writes the answers employees read on closing day from confirmed terms and approved decisions only — short, plain and cited — and logs every open question as an issue with an owner.
Confirms; counsel approves. The agents propose; a named person decides.
The clean team can ask in plain words — or tell it what to change. Answers come from the data room, the merger agreement and the integration plan, each with its source.
Who could leave around Day 1, and why?
Five key people stand out: Dr. Aisha Bello — the planned move to Cambridge gives her good reason to resign; Dr. Jonas Verhoeven — his retention pays out May 20, 2027, six months early; Dr. Rafael Moreno — no retention, and his non-compete cannot be enforced in California; Dr. Pieter de Wit — no retention, Principal Scientist mapped to P4; Dr. Kwame Asante — Director title re-levelled to P5, no pay change.
What does change of control cost us?
About $38.4M if every eligible person qualified: severance $11.9M, accelerated equity $21.6M, retention letters $4.9M of the $5.0M allowed. The best-net cutback lowers the CEO’s and CFO’s payments.
Which San Diego agreements does the move trigger?
The integration plan moves San Diego roles to Cambridge — about 2,600 miles — so every San Diego relocation clause is triggered, whether it says 35 or 50 miles: five retention and executive agreements, together about $2.73M if everyone resigned for good reason. I added a rule so these clauses are re-tested whenever the integration plan changes.
Draft the Day-1 answer on flexible time off
“It continues through 2026. From Jan 1, 2027 you have at least 25 days plus Northwind’s 11 holidays.” Why this wording: Lumora employees took 23 days on average, and the merger agreement promises benefits that are substantially comparable for 12 months — 25 days keeps that promise. It is in the Day-1 FAQ, waiting for counsel.
13 screens from the working solution, on its sample data. Pick one to see it large.
What the agents check, and who confirms what, are settings — changed in plain words and versioned.
| Setting | Default | Choose from |
|---|---|---|
| Show names and pay | Clean team only | On · off |
| Relocation clauses | Flag a move beyond the clause | On · off |
| Retention before the 12-month mark | Flag payments before the promise ends | On · off |
| Covenants follow the place of work | California, Massachusetts, the Netherlands | On · off |
| Golden-parachute test | 3.0 × five-year average pay | Set the multiple |
| Who confirms agreement terms | Lena Ortiz | Lena Ortiz · Sam Patel |
| Who accepts job mapping | Sam Patel | Sam Patel · Lena Ortiz |
| Day-1 FAQ approval | Counsel, then the integration lead | Counsel, then the integration lead · integration lead only |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample deal data · “target” = the design goal, measured in the live solution · “estimated” = our estimate. People and companies named on this page are characters in the working solution.
Software that reads the HR side of a data room — employment and retention agreements, non-competes, equity and benefit plans, policies and the census — and turns it into registers the integration team can act on. People Integration adds agents that extract every term with its passage, level every title, compare every plan and write the Day-1 answers, with a person confirming each one.
The contract term extractor pulls notice, severance, change-in-control trigger, good-reason definition, equity treatment, restrictive covenants and governing law from each agreement, with the passage and a confidence for every value. If a term is absent it says “not in this agreement” rather than infer it from another document.
Yes. The covenant and law checker compares each good-reason definition with the planned site moves in the integration plan and shows both passages side by side, and the exposure calculator prices what a good-reason resignation would cost. The integration lead then raises it for counsel, keeps the role where it is, or marks it not an issue.
The job matcher compares scope, experience, external profile, direct reports and pay with your level profiles and proposes a level, or splits a title by a census fact when people with the same title differ. It never levels by title alone, will not choose when the evidence points both ways, and a person accepts every level.
Yes, against the law where the person works — in the working solution California, Massachusetts and the Netherlands. Each finding cites two passages, and employment counsel confirms the legal reading.
Only the clean team. Everyone else, including the integration office, sees pseudonymised, aggregated numbers, and data for employees in the EU can be kept in the EU region.
Yes. Agents read and propose; named clean-team members confirm terms and accept levels, counsel approves the legal reading and the Day-1 wording, and every decision is on the activity trail.
The Agentic Solution Engine builds and deploys it from your requirements — your job architecture, plan documents and a sample of past agreements — and it goes live once every quality gate has passed. We will walk you through it on your own documents first.
Every SOP change retrains only the people it touches, all trained before it takes effect.
1-min filmTraining Evidence PackEvery inspector's training question answered with a cited evidence pack in minutes, each gap explained to QA first.
1-min filmHR AnswersEvery employee gets the policy answer for their own country in seconds, with the clause quoted.
1-min filmWe’ll run People Integration on a sample of agreements and plans from one of your past data rooms.