Design a Harvey agent in Vault that helps law-firm associates run buy-side M&A due diligence.

Introduction

M&A due diligence is one of the most labour-intensive tasks in corporate law. When a company is acquired, the buyer's law firm reviews thousands of documents in a virtual data room (customer contracts, leases, employment agreements, IP licences) to find risks such as change-of-control clauses, assignment restrictions, exclusivity and unusual liabilities. Junior associates spend weeks on this work, often late at night, and the output is a diligence report and a list of issues for the deal team.

Harvey's Vault lets lawyers upload large document sets and run bulk analysis, and Harvey's agents can now execute multi-step legal work. The prompt asks us to design a Harvey agent for M&A due diligence for law-firm associates. This is a hard design question because the work is high-stakes, the documents are messy, and the output must meet partner-level quality standards. I'll clarify the problem, explain why it matters, segment users, prioritise pain points, and design and measure a solution.

Step 1

Clarify Questions (3 minutes)

• Are we designing for buy-side or sell-side diligence?

• Why it matters: Buy-side focuses on finding risks; sell-side on preparing disclosure.
• Hypothetical answer: Buy-side, for mid-market deals with 2,000 to 20,000 documents.
• Impact: The agent's job is issue-spotting and reporting.

• Where do documents come from?

• Why it matters: Data room exports vary in format and quality.
• Hypothetical answer: Exports from common virtual data rooms, including scanned PDFs.
• Impact: We need reliable ingestion, OCR and deduplication into Vault.

• Who reviews the agent's output?

• Why it matters: Defines the human-in-the-loop design.
• Hypothetical answer: Associates verify findings; a senior associate and partner sign off on the report.
• Impact: The agent must make verification fast and auditable.

• What is the firm's goal?

• Why it matters: Speed, cost, or quality.
• Hypothetical answer: Deliver diligence in half the time with equal or better issue detection, so the firm can offer fixed fees profitably.
• Impact: North Star blends speed and recall.

Propose the Goal

Help associates complete buy-side diligence in half the time with higher issue recall, through a Harvey agent that reviews every document in Vault, flags issues against the deal's diligence checklist, and produces a verifiable draft report.

Define the Scope

In scope: ingestion into Vault, checklist set-up, document-by-document review, issue tracking, verification and the draft report. Out of scope: negotiating the purchase agreement and regulatory filings.