Private Mergers and Acquisitions Due Diligence Checklist

by Practical Law Corporate & Securities

A Checklist that outlines key questions and considerations for buyer's corporate counsel when conducting legal due diligence on a private target company. This Checklist is designed to guide counsel through the crucial stages of due diligence in a private M&A transaction, from preliminary organization to final reporting. It provides a framework for gathering information on the deal structure, whether it's a stock acquisition, asset purchase, or merger, and understanding the scope of the investigation. This Checklist covers the review of fundamental areas, such as the target's corporate documents, equity structure, financing arrangements, and material commercial contracts. It also helps counsel identify potential liabilities and impediments to the transaction like change-of-control provisions. Furthermore, this resource offers practical advice on coordinating with internal legal specialists and external consultants, managing the flow of information from a virtual data room (VDR), and preparing for key communications with the client and other parties involved in the transaction.