Comprehensive Due Diligence for Business Acquisitions
This checklist covers the critical items our due diligence methodology examines in every acquisition. Missing even one category can result in undiscovered liabilities.
Corporate & Governance
Articles of incorporation/organization
Operating agreements, bylaws, amendments
Board and member meeting minutes
Ownership cap table and stock/membership ledger
Good standing certificates (all jurisdictions)
Contracts & Agreements
All material contracts (customers, vendors, partners)
Change-of-control provisions identified
Lease agreements and real property interests
Employment agreements and non-competes
Insurance policies and claims history
Litigation & Compliance
Pending and threatened litigation
Regulatory compliance status
Environmental assessments
Tax compliance (3-5 years)
Intellectual property registrations and disputes
See 15 Red Flags in Acquisitions and Strategic Guide to Buying a Business.
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Lee Clark
Licensed ID & CA. Arbitrator, Judge Pro Tem, mediator since 2008.
Conor Meyers
CEO/GC of ACE Building Envelope Design. CLO of ZEA Biosciences.