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    Due Diligence Checklist

    Uploaded by

    Nigel A.L. Brooks
    The due diligence package is a set of documentation prepared by an enterprise for review by potential investors and lenders. It can also be used for establishing a baseline for strategic planning and profit improvement initiatives.

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    © All Rights Reserved
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    Due Diligence Checklist

    Uploaded by

    Nigel A.L. Brooks
    2K views12 pages
    The due diligence package is a set of documentation prepared by an enterprise for review by potential investors and lenders. It can also be used for establishing a baseline for strategic planning and profit improvement initiatives.

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    © © All Rights Reserved

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    PDF or read online from Scribd

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    The due diligence package is a set of documentation prepared by an enterprise for review by potential investors and lenders. It can also be used for establishing a baseline for strategic planning and profit improvement initiatives.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Download as pdf
    2K views12 pages

    Due Diligence Checklist

    Uploaded by

    Nigel A.L. Brooks
    The due diligence package is a set of documentation prepared by an enterprise for review by potential investors and lenders. It can also be used for establishing a baseline for strategic planning and profit improvement initiatives.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Download as pdf
    of 12
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    The document outlines what a typical due diligence package for potential investors or lenders includes, such as legal and governance documents, financial information, assets, intellectual property, insurance, litigation history, and more.

    A due diligence package typically includes information on legal entity structure and governance, management, capitalization, assets, plans and reports, intellectual property, insurance, litigation history, professional relationships, and regulatory filings.

    The capitalization section typically includes information on equity capital such as share classes and ownership as well as debt capital such as loan terms and holders.

    DUE DILIGENCE

    CHECKLIST

    NIGEL A.L. BROOKS

    THE BUSINESS LEADERSHIP DEVELOPMENT CORPORATION


    DUE DILIGENCE CHECKLIST

    The due diligence package is a set of documentation prepared by


    an enterprise for review by potential investors and lenders. It can
    also be used for establishing a baseline for strategic planning and
    profit improvement initiatives.

    The checklist for the package includes:

     Enterprise

     Governance

    ♦ Legal form of holding entity and subsidiary entities

     Articles of incorporation
     Charter
     By-laws
     Certificate of incorporation
     Certificate of good standing

     State of incorporation
     Foreign authorizations

    ♦ DBA/fictitious names

    ♦ Tradenames

    ♦ Licenses and authorizations

     Business
     Professional
     Sales and use tax

    2
    ♦ Management

     Major shareholders
     Directors
     Officers

    ♦ Relevant board minutes and resolutions

    ♦ Organization charts

     Capitalization

    ♦ Equity capital

     Schedule of shares authorized, issued,


    outstanding , and float by class and series
     Schedule of shareholders
     Schedule of warrants and options and vesting
    schedules
     Stock purchase agreements
     Stock warrant agreements
     Stock option agreements

     Qualified
     Non qualified

     Restricted stock agreements and vesting


    schedules
     SEC filings

    ♦ Debt capital

     Schedule of debt
     Schedule of debt holders
     Indentures

    3
    ♦ Schedule of assets

     Inventory
     Investment capital assets with appraisals

     Facilities (land and buildings)


     Equipment

     Plans and reports

    ♦ Strategic
    ♦ Business plan for financing
    ♦ Operational
    ♦ Financial
    ♦ Private placement memoranda
    ♦ Prospectuses and registration statements
    ♦ Audited or compiled financial statements
    ♦ Annual reports to shareholder investors
    ♦ Schedule of key:

     Employees
     Customers
     Suppliers
     Investors
     Competitors

     Intellectual property

    ♦ Patents
    ♦ Trademarks, trade names, and service marks
    ♦ Copyrights
    ♦ License agreements

     Licensed from
     Licensed to

    4
     Research and development

    ♦ Description of capability
    ♦ Feasibility studies and proofs of concept
    ♦ Major projects

     Marketing and product materials and descriptions

    ♦ Articles and press releases


    ♦ Brochures
    ♦ Advertisements
    ♦ Websites
    ♦ Product specifications
    ♦ Warranties and service contracts

     Insurance

    ♦ Schedule of carriers and policy premiums, terms,


    limits, claims and settlements
    ♦ Key man
    ♦ Director and officer
    ♦ Business liability
    ♦ Product liability
    ♦ Property and casualty
    ♦ Errors and omissions
    ♦ Workers compensation
    ♦ Health
    ♦ Self insurance through a captive insurance company

     Litigation

    ♦ Pending actions
    ♦ Orders, decrees, and judgments

    5
     Merger and acquisition activity

    ♦ Business valuations
    ♦ Outstanding offers
    ♦ Rejected offers

     Professional service r

     Relationships

    ♦ Attorneys
    ♦ Accountants and auditors
    ♦ Consultants
    ♦ Financial institutions

     Commercial banks
     Investment banks
     Insurance companies
     Finance companies

    ♦ Marketing and public relations

    ♦ Factoring companies

    ♦ Collection agencies

     Strategic alliances

    ♦ Joint ventures
    ♦ Distributor relationships
    ♦ Insourcing and outsourcing

    6
     Employees

     Schedule of employees
     Schedule of compensation and benefits
     Profit sharing and pension plans
     Labor agreements
     Employee loan agreements
     Contracts
     Employee handbook
     Job descriptions

     Customers

     Receivables

    ♦ Schedule of aged receivables


    ♦ Schedule of customers, terms, amounts owing., and
    guarantors
    ♦ Schedule of leases

     Proposals and major orders outstanding from

     Contracts

     UCC filings

    7
     Suppliers

     Credit and leases

    ♦ Schedule of aged payables


    ♦ Schedule of creditors, terms, amounts owing, and
    guarantees
    ♦ Schedule of leases
    ♦ Contracts

     Unsecured debt and short-term borrowings


     Secured debt

     Real-estate
     Vehicles
     Other

     Leases

     Operating

     Vehicles
     Other equipment
     Facilities

     Capital

     Proposals and major orders outstanding to

     UCC filings

     Investors

     Debt
     Equity

    8
     Regulators

     Tax filings

    ♦ Income tax returns


    ♦ Employment tax returns
    ♦ Sales and use tax returns
    ♦ Property tax returns
    ♦ Tax audit reports

     Other regulatory reports

    ♦ Environmental
    ♦ Professional

    9
    For more information...

    For information about the due diligence services offered by The Business
    Leadership Development Corporation visit:
    www.bldsolutions.com

    For information about audiobooks, books, earticles, ebooks, and eseminars


    offered by The Business Leadership Development Corporation visit
    www.etailia.com

    For more information about the discipline of enterpriship visit


    www.enterpriship.com

    To assess your individual competencies in thirty minutes or less, claim


    your opportunity for instant access when you go to
    www.individualcompetencies.com

    10
    About Nigel A.L Brooks...

    Nigel A.L Brooks is a management consultant to entrepreneurs, business


    enterprise owners, executives, and managers, and the enterprises they
    serve. He specializes in developing the entrepreneurial, leadership, and
    managerial competencies that build sustainable advantage from vision to
    value. He is an author and a frequent speaker.

    He obtained his professional experience as a partner at Andersen


    Consulting (now Accenture, Ltd.), as a vice president at Booz Allen
    Hamilton, Inc. (now Booz and Company), as a senior vice president at the
    American Express Company, as president of Javazona Cafes, Inc., and as
    president of The Business Leadership Development Corporation. He has
    been a contributing editor for the Bank Administration Institute magazine,
    and has served on boards of entrepreneurial networks. He was educated at
    the University of Exeter, Devon, United Kingdom.

    His clients are in the financial services, food services, high-tech,


    manufacturing and distribution, pharmaceuticals, oil and gas, professional
    services, retail and wholesale, transportation, and government industries.

    He has experience in North and Latin America, Europe and Asia-Pacific.

    www.nigelalbrooks.com

    About The Business Leadership Development Corporation (BLD)...

    The Business Leadership Development Corporation is a professional


    services firm that works with entrepreneurs, lifestyle business enterprise
    owners, executives, and managers, and the enterprises they serve.

    BLD develops entrepreneurial, leadership, and managerial competencies


    that achieve performance excellence by building sustainable advantage
    from vision to value through:

     Strategic Management Consulting


     Executive Coaching and Mentoring
     Professional Training via The Center For Business Leadership
    Development (CBLD)
     Motivational Speaking

    www.bldsolutions.com

    11
    THE BUSINESS LEADERSHIP DEVELOPMENT CORPORATION
    13835 NORTH TATUM BOULEVARD 9-102
    PHOENIX, ARIZONA 85032 USA
    www.bldsolutions.com
    (602) 291-4595

    © Copyright 2008-10: The Business Leadership Development Corporation


    All rights reserved

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