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    Due Diligence Legal Checklist    (Page 4 of 14)

    The Legal Due Diligence section of the data room is frequently the largest section. It contains all the business legal documents as well as copies of all annual meeting minutes.


    The following pages contain a detailed due diligence checklist that has been compiled from many years of M&A projects. While this is one of the most extensive and comprehensive due diligence checklists available for free on the internet, you should consult your lawyer and investment banker as they will likely have a few additional suggestions.


    1. A list of each direct or indirect subsidiary of the Company.
    2. Capitalization of the Company showing the number of authorized shares of each class or series of capital stock, the number of issued and outstanding shares of such stock, and the record owners of such shares.
    3. Certificate or articles of incorporation and bylaws of the Company, or articles of organization and operating agreement in effect.
    4. Minutes of meetings of the Company’s stockholders or members, board of directors, or any committee thereof, for the last 3 years.
    5. All agreements among stockholders or members of the Company relating to management, ownership, or control of the Company.
    6. All documents entered into with respect to or related to any prior financings or equity issuances of the Company, including, but not limited to, Stock Purchase Agreements, Stockholders Agreements and Registration Rights Agreements.
    7. All correspondence and agreements between or among the Company and the directors or officers of the Company relating to indemnity, employment, loans, or advances.
    8. Stock books, stock transfer ledgers, and other stock records of the Company.
    9. A list of options, purchase rights, and warrants issued by the Company specifying the name of the holder, the number of options, rights or warrants issued, the date granted, the option or purchase price, and the position of the holder with the Company, together with copies of option, right or warrant agreements.
    10. An address list of the locations of all land, buildings, and other improvements either leased or owned by the Company.
    11. All material governmental permits, licenses or authorizations, and related correspondence, of the Company.
    12. Other than customer contracts, any agreements with any federal, state, or local regulatory authorities to which the Company is a party.




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