 |
Our Mergers & Acquisitions attorneys are
experienced conducting legal due
diligence on behalf of buyers, as well
as working with sellers to prepare
responses to due diligence requests. We
understand the importance of conducting
a comprehensive due diligence review in
a cost-effective,
timely manner to enable buyers to
evaluate the value and risks of the
target business without jeopardizing the
deal due to unnecessary delays.
Every deal is different, so due
diligence must be tailored to fit each
particular deal. When we begin the due
diligence process on behalf of a buyer,
we prepare a checklist that is
specifically designed to enable the
buyer to evaluate the sellers business,
assets and prospective liabilities. The
following simple due diligence checklist
is an example of some of the items that
should be included in a typical due
diligence review. This
form is not
comprehensive.
Due
Diligence Checklist
FORM
Company Formation and Corporate
Governance
|
●
|
The Company's Certificate of
Formation or Articles of
Incorporation |
|
●
|
The Company's Bylaws, Limited
Liability Company Agreement,
Limited Partnership Agreement or
equivalent governing documents |
|
●
|
The Company's minute book,
including all minutes and
written resolutions of
shareholders and directors |
|
●
|
The
Company's organizational chart
|
|
●
|
The
Company's list of shareholders
listing the number of shares
held by each shareholder |
|
●
|
Copies of agreements relating to
rights of first refusal and
options |
|
●
|
A
Certificate of Good Standing
from the Secretary of State of
the state where the Company is
formed |
Financial Information
|
● |
Audited (if available) financial
statements for three years |
|
● |
The Company's general edger
|
|
● |
Any management reports,
projections, and capital
expenditure budgets |
|
● |
A schedule of all debt and
contingent liabilities |
|
● |
An inventory schedule |
|
● |
Accounts receivable and accounts
payable schedules
|
|
● |
Copies of any business or asset
valuations |
Physical Assets
|
● |
A schedule of fixed assets and
their locations
|
|
● |
Copies of all U.C.C. filings
|
|
● |
Copies of all equipment leases
|
|
● |
A schedule of sales and
purchases of equipment in the
prior three years
|
Real Estate and Environmental
|
● |
A schedule of the Company's
locations |
|
● |
Copies of all real estate
leases, deeds, mortgages, and
title policies |
|
● |
Copies of any environmental
audits |
|
● |
A list of hazardous substances
used or handled by the Company
|
|
● |
Copies of all environmental
permits and licenses
|
|
● |
A list of any environmental litigation or investigations |
Intellectual Property
|
● |
A schedule of domestic and
foreign patents, trademarks,
copyrights and applications
|
|
● |
A description of know-how and
other unregistered intellectual
property |
|
● |
Copies of all consulting
agreements, work for hire
agreements, licenses, and any
assignments of intellectual
property |
|
● |
A list of any claims by or
against the Company regarding
intellectual property |
Licenses and Permits
|
● |
Copies of any governmental icenses, permits, or consents
|
Employees and Employee Benefits
|
● |
A list of employees including
titles and salaries
|
|
● |
Copies of all employment,
consulting, confidentiality, or
non-competition agreements
|
|
● |
A copy of the Company's employee
handbook |
|
● |
Copy of the summary plan
descriptions of qualified and
nonqualified retirement plans |
|
● |
Copies of any collective
bargaining agreements |
|
● |
A description of all employee
litigation, claims and disputes
as well as labor disputes within
the last three years |
|
● |
A description of benefits of all
employee health and welfare
insurance policies |
Material Contracts
|
● |
Copies of all contracts between
the Company and any related
parties, such as officers,
directors, shareholders, or
affiliates |
|
● |
Copies of all loan
agreements,
lines of credit, or promissory
notes, including security
agreements, mortgages,
indentures, and similar
agreements |
|
● |
Copies of any distribution
agreements, sales representative
agreements, and supply
agreements |
|
● |
Copies of all material contracts
|
Product and Service Information
|
● |
A
list of all products or services
|
|
● |
Copies of the Company's standard
terms & conditions and samples
of invoices |
|
● |
Copies of all complaints or
warranty claims
|
Customer Information
|
● |
The Company's customer list,
indicating the amount of sales
to each customer
|
|
● |
A description of the Company's
marketing plans, budgets, and
printed marketing materials
|
Litigation and Insurance
|
● |
A
list and summary of all pending
and threatened litigation
|
|
● |
Copies of all insurance
policies, including general liability
, product liability,
errors and omissions, directors
and officers, personal and real
property, worker's compensation,
and other insurance
|
|
● |
A schedule of the insurance
claims history over the prior
three years |
Taxes
|
● |
Copies of all federal, state,
local, and foreign tax returns
for the last three years
|
|
● |
Description of any federal,
state, local or foreign audits
or correspondence from tax
authorities |
|
● |
Copies of any tax settlement
documents from
the IRS from
the prior three
years |
|
● |
Copies of all employment tax
filings from the past three
years |
|
● |
Copies of any tax liens |
Home l
About Us l
Disclaimer
l Contact
l Site Map
Houston l
The Woodlands |
