DUE DILIGENCE DATA ROOM CHECKLIST
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 with your lawyer and investment banker as they will likely have a few additional suggestions.
I.GENERAL COMPANY DATA DUE DILIGENCE CHECKLIST
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. Certificate or articles of incorporation and bylaws of the Company, or articlesof organization and operating agreement in effect. 3. Minutes of meetings of the Company’s stockholders or members, board of directors, or any committee thereof, for the last 3 years. 4. All agreements among stockholders or members of the Company relating to management, ownership, or control of the Company. 5. All documents entered into with respect to or related to any prior financings or equityissuances of the Company, including, but not limited to, Stock Purchase Agreements, Stockholders Agreements and Registration Rights Agreements. 6. All correspondence and agreements between or among the Company and the directors or officers of the Company relating to indemnity, employment, loans, or advances. 7. Stock books, stock transfer ledgers, and other stock records of the Company. 8. A listof 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. 9. An address list of the locations of all land, buildings, and other improvements eitherleased or owned by the Company. 10. All material governmental permits, licenses or authorizations, and related correspondence, of the Company. 11. 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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II. FINANCIAL INFORMATION DUE DILIGENCE CHECKLIST
1.Audited financial statements for each of the Company for the last three fiscal years, with the auditor’s opinion and all footnotes. 2. Un-audited financial statements for each of the Company for the most recent month or quarter end. 3. Comparison of last two (2) years forecasted budgets compared to actual performance. 4. Copies of the financial packages delivered to management and the Board ofDirectors of the Company during the past three (3) years. 5. Detail of capital expenditures for the last three (3) calendar years. Receivables aging schedule. 6. All correspondence between the Company and the Company’s auditors for the last three (3) years. 7. The Company’s forecast projections for performance for the next three years.
III. CORPORATE AGREEMENTS DUE DILIGENCE CHECKLIST
1. Allagreements or documents relating to or evidencing borrowings (other than accounts payable incurred in the ordinary course) of the Company or any Subsidiary, whether secured or unsecured, including credit agreements, other senior debt agreements and instruments, surplus or other subordinated debt agreements and instruments, hedging or derivative agreements, guarantees and letters of credit. 2. Bank lettersor agreements confirming any other lines of credit in favor of the Company or any Subsidiary. 3. All documents and agreements evidencing other financing arrangements to which the Company or any Subsidiary is a party or under which the Company or any Subsidiary is otherwise obligated, including sale and leaseback arrangements, capitalized leases, real estate and other installment purchases,...