Following is a sample of a legal due diligence request Checklist, that may be pertinent to a potential buyer in a corporate acquisition (M&A) transaction, or to an underwriter required to do due diligence on an issuer of securities in a proposed initial public offering.
The target company or the issuer is referred to, together with its subsidiaries, as the “Company”.
This checklist is intended as a sample, for information only. It should not be used in an actual transaction. The due diligence request checklist presented in an actual transaction must be tailored to that particular transaction and to the particular Company (the target company in an M&A transaction or the issuer in an offering of securities). This should be done by counsel for the buyer or the underwriter, as the case may be, who should be competent and experienced in matters of these kinds.
Some of the documents listed below may not pertain to a particular Company involved in an actual proposed transaction and its business. Where blanks are shown in this sample checklist, numbers pertinent to the particular transaction involved would typically be filled in.
In an actual transaction, the Company would typically be requested to respond to the due diligence checklist presented, and to provide an indication of which documents exist and will be produced by the Company. The Company would also be requested to indicate in its response if any of the requested documents do not exist or if a particular request does not pertain to the Company or its business. The Company would typically be instructed to read references below to the Company to include the Company, its subsidiaries and each of its predecessor corporations, if any.
Corporate Documents
- Articles of Incorporation and By-laws of the Company, as amended to date.
- Minutes of the meetings of the Company’s Board of Directors, any committee of the Board of Directors and stockholders of the Company.
- Written consents relating to actions by the Board of Directors, any committee of the Board of Directors, and stockholders of the Company since inception.
- Stock ledgers and records of the Company.
- Samples of stock certificates, option certificates and certificates representing any other outstanding securities.
- A current list of all stockholders, warrantholders and optionholders showing name, address, amount held, price paid, date of purchase, name of seller (if other than the Company), exercise price and expiration date.
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