NovAsia

A due-diligence issue needs to reach the party who can actually resolve it

How to route an issue found by a lawyer, engineer or other specialist to the person or party able to answer, decide or remediate it without losing the original question.

This article reflects the named expert’s practical perspective. See NovAsia’s editorial policy for how material is prepared and reviewed.

Finding an issue is only the first half of due diligence. The second half is organisational: the question has to reach somebody who can provide the required fact, make the relevant decision or carry out the agreed remedy.

Complex transactions often fail at that second step. A lawyer raises a document discrepancy, an engineer identifies something that needs clarification, or the buyer notices a mismatch between the offer and the inspected property. The point is sent to the easiest contact. That person forwards it. A status line becomes “being checked.” Days later the team remembers the issue but no longer has a clear answer to three basic questions: who owns it, what result is needed and what would count as closure?

Coordination should keep those three questions connected.

Turn the observation into a usable issue

“Legal problem,” “technical concern” or “something is wrong with the handover” are poor handover notes. They force the next person to reconstruct the problem before they can respond.

A stronger issue statement preserves the specialist’s actual finding and the transaction consequence. For example, two documents describe the included property differently and the buyer needs the current transaction version identified. Or the inspected condition differs from the seller’s description and the buyer needs to know whether the offer will be amended, the condition will be remedied or the current state is the state being sold.

The coordinator does not answer the legal or technical question by rewriting it. The value comes from making the point precise enough that the right party can respond to the same issue the specialist identified.

Route by authority and capability, not convenience

The person who responds fastest may not be able to solve the problem.

A sales representative can coordinate access without having authority to amend a contractual term. A building manager may understand operations but not a developer promise. An owner can make a commercial choice without being able to diagnose a technical cause. A lawyer may interpret documents without deciding whether the seller will fund a repair.

The route therefore depends on the result required.

Does the team need a factual record, an owner decision, a corrected document, a technical opinion, third-party consent or a commercial proposal? Once that is explicit, the right destination becomes much easier to identify.

Some issues naturally have several owners in sequence. A specialist may define the problem, the seller may decide whether to act, and the buyer may then decide whether the revised position is acceptable. A single “responsible person” would hide that sequence rather than simplify it.

Keep the evidence attached to the issue

Another common failure is that the question survives but its basis disappears. A screenshot is forwarded without the document it came from. A site observation becomes a second-hand sentence. A lawyer’s conditional comment is repeated as a final conclusion.

I want the issue record to preserve enough context that the next party can understand why the question exists. That may mean the relevant document version, photograph, inspection note, quoted clause reference or other material appropriate to the issue. It should not mean flooding every participant with an entire data room when only one item is relevant.

The source also protects the specialist’s boundary. A technical observation should not mutate into a legal conclusion during forwarding. A lawyer’s question should not become a claim that the physical property is defective. Keeping the evidence and wording together reduces those distortions.

Closure must answer the original question

“We told the owner” is progress, not closure. “The contractor knows” is progress. “The lawyer will review it” is progress.

The issue is closed only when the transaction has a result that answers the point raised. That result may be a corrected document, a confirmed factual explanation, an agreed repair, a decision not to repair, a price change, a professional conclusion or even a clear refusal. The right form depends on the issue.

An unresolved point does not always need to be fixed for the transaction to continue. Sometimes clarity is enough for the buyer to decide to accept the condition. What matters is that uncertainty has been replaced by a known position rather than by a reassuring status label.

This is why I prefer an issue trail that shows the movement in substance. What was found? Who needed to respond? What evidence or decision came back? Did that change the buyer’s position?

Due diligence then becomes more than a list of red flags. It becomes a controlled route from observation to decision.

The coordinator’s role remains limited but important. Coordination does not create legal, engineering or commercial authority. It makes sure the specialist’s work reaches the party who actually has it, and that the answer returns to the buyer without being simplified into something the original review never said.