DD Checklist Template

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M&A Due Diligence


Task Name Status Comments Assigned To
1

2 Organization
3 Articles of Incorporation
4 Company bylaws
5 Organization Charts
6 Capital structure
7 Equity positions
Option holders Also ascertain number of not yet distributed
8
options
9 Warrant holders
10 Voting trusts
11 Other financial agreements
12 Certificate of Good Standing from state in which company is incorporated
13 List of regions in which the company is authorized to do business
14 List of regions in which the company has employees, contract relationships, l
15 List of any names (and documentation) under which the company may opera
16

17 Financial Items
18 Financial statements for previous three years Include 3rd party reports (audit firm) if available
19 Company/Auditor correspondence from previous three years
20 Credit report
21 Capital budget
22 Strategic planning documents
23 Financial schedules
24 Contingent liabilities
25 Indebtedness
26 Inventory
27 Accounts receivable
28 Accounts payable
29 Depreciation and amortization procedures and accounting methods in previou
30 Financial model containing revenue, fixed and variable expenses, and gross
Analysis of internal control procedures If public entity, include Sarbanes Oxley related
31
materials
32

33 Physical Assets
34 Listing of fixed assets and their respective locations
Any filings for Uniform Commercial Code A set of business-related laws dealing with the
sale of goods, their transportation and delivery,
35
financing, storage, payments, and various other
commercial transactions.
36 Equipment leases
37 Transactions relating to major capital equipment in previous three years
38

39 Real Estate
40 Detailed listing of business locations
41 Copies of
42 real estate leases
43 mortgages
44 deeds
45 titles
46 surveys
47 zoning approvals
48 variances
49 use permits
50

51 Intellectual Property (IP)


52 Listing of patents (domestic and foreign) and repspective applications
53 Listing of trademark and trade names
54 Listing of copyrights
55

56 Documentation
57 technical know-how
58 agreements regarding inventions
59 licenses or assignments of IP to or from the company
60 patent clearance
61

62 Listing of any claims or grievances against the company rega


63

64 Employees
List of employees and associated employment agreements (noncompetes, no include salary information, titles, bonuses, and
65
years employed
66 Resumes for management and key managerial personnel
67 Employee handbook outlining key benefits and holiday, vacation, and sick lea
68 Plan outlines of company-sponsored retirement plans
69 Documentation of any employee issues in previous three years (harassment,
70 Listing of any workers compensation claims
71 Lisitng of unemployment claims
72 Documentation of employee stock option and stock purchase plans informatio
73

74 Licenses and Permits


75 Copies of government licenses, consents, or permits
76 Correspondence or documents relating to proceedings of any regulatory agen
77

78 Environmental Issues
79 Environmental audits relating to properties leased by the company
80 Listing of hazardous materials used by company in operations
81 Documentaiton of company procedures relating to disposal of hazardous mat
82 Listing of environmental permits and licenses
83 Correspondence relating to EPA or other regulatory agencies
84 Listing of environmental litigation of investigations or possible superfund expo
85 Listing of contingent environmental liabilities or indemnification obligations
86

87 Taxes
88 Federal, state, local, and foreign income tax returns for the last three years
89 States sales tax returns for the last three years
90 Audit and revenue agency reports
91 Any tax settlement documents for the last three years
92 Employment tax filings for three years
93 Excise tax filings for three years
94 Any tax liens
95

96 Material Contracts
97 Listing of all subsidiary, partnership, or joint venture relationships and obligat
98 Contracts between the Company and any officers, directors, 5-percent share
99 Loan agreements, bank financing arrangements, line of credit, or promissory
100 Security agreements, mortgages, indentures, collateral pledges, and similar a
101 Guaranties to which the company is a party
102 Installment sale agreements
103 Distribution agreements, sales representative agreements, marketing agreem
104 Letters of intent, contracts, and closing transcripts from any mergers, acquisit
105 Options and stock purchase agreements involving interests in other compani
106 Company?s standard quote, purchase order, invoice and warranty forms
107 Nondisclosure or noncompetition agreements to which the company is a part
108

109 Product or Service Lines


110 Listing of all existing products or services and products or services under dev
111 Correspondence and reports related to any regulatory approvals or disapprov
112 Summary of all complaints or warranty claims
113 Summary of results of all tests, evaluations, studies, surveys, and other data
114

115 Customer Information


116 Listing of the company's twenty largest customers in terms of sales over the p
117 Supply or service agreements
118 Description or copy of the Company's purchasing policies
119 Description or copy of the Company's credit policy
120 Schedule of unfilled orders
121 Listing and explanation for any major customers lost over the last two years
122 Surveys and market research reports relevant to the company
123 Description of the Company's major competitors
124

125 Litigation
126 Listing of all pending litigation
127 Description of any threatened litigation
128 Copies of insurance policies
129 Documentation relating to any injunctions, consent decrees, or settlements
130 Listing of unsatisfied judgments
131

132 Insurance Coverage


Listing of the Company's insurance policies Including general liability, personal and real
property, product liability, errors and omissions,
133
key-man, directors and officers, worker's
compensation, and other insurance
134 Listing of the Company's insurance claims history for past three years.
135

136 Service Providers


137 Listing of all law firms, accounting firms, consulting firms, and similar professi
138

139 Marketing Awareness


140 Documentation of articles and press releases relating to the company within t
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