Corporate Due Diligence Checklist (Page
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.
- All agreements 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
- Bank letters or agreements
confirming any other lines of credit in favor of the Company or
- 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, make-whole agreements (or covenants) and
- All acquisition agreements
and related documents and schedules regarding the Company’s
acquisition of its Subsidiaries.
- All documents relating to any
material acquisition or disposition of assets by the Company or
any Subsidiary in the last ten years (whether or not the Company
or any Subsidiary retains the related property or assets).
- All material agreements
encumbering real or personal property owned by the Company or
any Subsidiary, including all mortgages, deeds of trust, and
- All real estate contracts of
the Company and each Subsidiary.
Deeds and title policies relating to any real property owned by
the Company or any Subsidiary.
- All leases of real or
material personal property (including computer leasing
agreements) to which the Company or any Subsidiary is lessee or
lessor or to which the Company or any Subsidiary proposes to
become a lessee or lessor.
- All joint venture,
partnership, or other management, operating, or consulting
agreements relating to the Company or any Subsidiary.
- All franchise, conditional
sales contracts and consignment agreements to which the Company
or any Subsidiary is a party.
- All agreements between the
Company and its 20 largest customers, and a form (or forms) of
any agreement typically used by the Company in provided goods or
services to its customers, together with copies or descriptions
of significant variations from such form (or forms) in the case
of particular customers. All material customer purchaser orders.
- To the extent not duplicative
of L, all agreements related to the distribution by the Company
or its Subsidiaries of products in the ordinary course of
- All contracts under which the
Company (or any of its Subsidiaries) has agreed to refrain from
competing with any other person or entity or otherwise to
refrain from engaging in any particular business activity
(whether in a particular geographic area or otherwise).
- All contracts between the
Company (or any of its Subsidiaries) and any affiliate. A
written description of any oral agreement between the Company
(or any of its Subsidiaries) and any affiliate.
- Any agreement providing for
participation in the Company’s equity, other than options,
rights or warrants.
- A list of any agreements to
which the Company or any Subsidiary is a party that cannot be
disclosed due to any non-disclosure covenant or agreement.
relating to the Company or any Subsidiary, not otherwise
described above, to which the Company or any Subsidiary is a
- All material contracts
- A list of the Company’s 20
largest customers and vendors, determined by annual revenues and
- Other than customer
contracts, any agreements with any federal, state, or local
regulatory authorities to which the Company is a party.