Sample Due Diligence Request List for a Private Company

All materials that relate directly or indirectly to the business of the company are usually requested. If some materials have already been provided or are unavailable or inapplicable, the responsive party should indicate so in its response. The process of due diligence investigation is ongoing and supplemental due diligence requests may be submitted after reviewing initially provided documents if necessary.

The request should state the time period for which the documents should be provided, give an unambiguous definitions of the terms it contains, and list a contact person in case of questions/concerns regarding the request. The documents to be requested in a transaction involving a private (not publicly traded) company fall in the following categories:

1.                  Corporate Records.

2.                  Stockholder Information.

3.                  Securities Issuances.

4.                  Financing Documents.

5.                  Other Material Contracts.

6.                  Management/Employees

7.                  Financial Information.

8.                  Sales and Marketing.

9.                  Real Property.

10.              Intellectual Property.

11.              IT Systems and Networks.

12.              Privacy and Data Security.

13.              Environmental.

14.              Governmental Regulations and Filing.

15.              Litigation and Audits.

16.              Insurance.

17.              Taxes.

 

It is a good practice to list the requested documents under each category instead of giving a broad request to make sure that nothing is missing. An experienced business attorney will have a draft prepared and adjusted in accordance with the nature of the business and transaction.

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