Due Diligence MASTER Check List Rev B 05272010
Transcript of Due Diligence MASTER Check List Rev B 05272010
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8/9/2019 Due Diligence MASTER Check List Rev B 05272010
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Should you have any questions or require assistance, you may contact the following person:
- Name:__________________________________________
- Telephone: ______________________________________
- Fax: ___________________________________________
- E-mail: _________________________________________
The required Information, together with a hard copy of this Checklist (bearing your initials and signature)
and an electronic version thereof (in Word, Excel or text format), no later than . to the attention of:
- Name:__________________________________________
- Telephone:______________________________________
- Fax: ____________________________________________
- E-mail: _________________________________________
A- Identification of the Company
1 Corporate name: _________________________________
2 Address:_________________________________________
3 Mailing address:___________________________________
4 Main telephone number:___________________________
5 Main Fax number:_________________________________
6 Main e-mail address:_______________________________
7 Other (specify):___________________________________
B- Identification of the Authorized Representative
8 Salutation (Mr., Ms.):______________________________
9 Representatives first name:________________________
10 Initial(s):________________________________________
11 Representatives family name:_______________________
12 Position held:____________________________________13 Telephone number (direct line):_____________________
14 Telephone number (general):_______________________
15 Mobile telephone number:_________________________
16 Pager number:___________________________________
17 Fax number:_____________________________________
18 E-mail address (office):______________________________
19 Telephone number (residence):______________________
20 E-mail address (residence):__________________________
21 Other (specify): ___________________________________
Confidential document
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Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
C- History of the Company
22 Documents relating to the Companys history
Pre-incorporation period
Early history of the Company
Development over the years
Current situation - copies of all press releases or
clippings related to the Company or its Subsidiaries
for the past five years
Nature of the services or products offered
Other (specify):
23 A schedule of the Company's business locations.Copies of all real estate leases, deeds, mortgages,
title policies, surveys, zoning approvals, variances or
use permits.A schedule of all names under which the Company or
its subsidiaries or any predecessors thereof has done
business in the past five years the Company's
business locations.
D- Corporate Information
Certificate or Articles
24
Certificate or articles of incorporation of the Company
& all Amendments
Date of certificate or articles
Incorporation date (if different) Corporate name
Other versions (French, English, abbreviated, etc.)
Incorporating act
Place of incorporation (applicable jurisdiction)
Incorporation number, registration number,
identification number, etc.
25 Certificate(s) or articles of amendment
Date of certificate(s) or articles
Date of amendment (if different)
Summary of amendment
26 Certificate(s) or articles of amalgamation
Date of certificate(s) or articles
Date of amalgamation (if different)
Name of amalgamating companies
27 Structure of share capital Authorized number of shares
Classes of shares
Rights relating to each class (voting rights, dividend
rights, etc.)
28 By-laws (and amendments)
General by-law
Borrowing by-law
Special by-laws
Other by-laws
Other (specify):
29 Do any of the principals have criminal records?
Long from Good Standing Certificate, including
payment of taxes for state or incorporation and every
state and foreign country in which the Company or itssubsidiaries are qualified to do business.
Governmental Notices
30 Notice of board membership
31 Notice of head office
32 Other governmental notices
33 Certificate of compliance/certificate of conformity
Issued by governmental authorities
Up to date (less than 30 days)
34
Declaration of registration, initial declaration,
prospectus or other initial document
35
Annual declarations or annual reports filed in the last
five (5) years
36
Amending declarations or amended reports filed in
the last five (5) years37 Notice of default
Nature of any notice received from the governmental
authorities
Evidence of default having been remedied
Other (specify):
38
Review the companys correspondence with the
Securities and Exchange Commission, any national
exchange, or state securities commission, other than
routine transmittals, for the past five years.
Determine if there are or were any enforcement or
disciplinary actions or any ongoing investigations or
suggestions of violations by any of these entities.
39
Review any correspondence during the past five yearswith the Federal Trade Commission, any other
governmental agencies or Internal Revenue Service.
Determine if there are any ongoing investigations or
suggestions of violations by any of these agencies.
40
Review any required regulatory compliance and verify
that necessary Business licenses and permits have
been maintained, as well as ongoing filings and
reports.
41
If there is a General Service Administration schedule,
when does it come up for renewal?
Minutes and Resolutions
42 Minutes and resolutions of the incorporators
Date of meetings held or resolutions adopted
Persons present/absent Waiver of notice of meeting
Dissent
Signatures
43
Minutes and resolutions of the directors since the
incorporation
Date of meetings held or resolutions adopted
Persons present/absent
Waiver of notice of meeting
Dissent
Signatures
Annual meetings
44
Minutes and resolutions of all subcommittees of
directors (e.g: executive committee) since the
incorporation
Date of meetings held or resolutions adopted Persons present/absent
Waiver of notice of meeting
Dissent
Signatures
45
Minutes and resolutions of the shareholders since the
incorporation
Date of meetings held or resolutions adopted
Persons present/absent
Waiver of notice of meeting
Dissent
Signatures
Annual meetings
46
Minutes and resolutions of all subcommittees of
shareholders since the incorporation
Date of meetings held or resolutions adopted
Persons present/absent
Waiver of notice of meeting
Dissent
Signatures
47 Written consents from all or part of the directors
Consent to telephone meetings
Other consents
48 Written consents from all or part of the shareholders
Consent to telephone meetings
Other consents
49 Other (specify):
Incorporators
50 List of incorporators
Name, age, address and telephone number
Date of birth
Social insurance number or social security number
Citizenship
51 Other (specify):
Directors
52 List of directors
Name, age, address and telephone number
Date of birth
Social insurance number or social security number
Citizenship
Date became a director
Date ceased to be a director
53 Curriculum vitae of each director
54 Other (specify):
Senior Executives or Officers
55 List of senior executives or officers
Name, age, address and telephone number
Date of birth
Social insurance number or social security number
Citizenship
Position held (e.g: president, vice-president,
secretary, treasurer, etc.)
Date became a senior executive or officer
Date ceased to be a senior executive or officer
56 Curriculum vitae of each senior executive or officer
57 Other (specify):
Organizational Structure of executive team & duties &
responsibilities of each.
Shareholders
58 List of shareholders
Name, age, address and telephone number
Date of birth
Social insurance number or social security number
Citizenship
Number and class of shares held
Percentage of shares held
Date became a shareholder
Date ceased to be a shareholder
59 Curriculum vitae of each shareholder
Other (specify):
60
Last five years of annual shareholder reports for the
company and its subsidiaries
Securities
61 Issued and paid up share capital account
Name of the shareholders
Number and class of securities held by each
Particulars of transactions
Other (specify):
62
A schedule of currently projected uses of proceeds to
be obtained from the offering and sale of any
securities
All private placement memoranda, prospectuses, or
other documents relating to the offering or acquisition
by the company of securities.
All reports filed with and correspondence with the
Securities and Exchange commission or any statesecurities commission within the last five years
Share Transfers
63 List of share transfers
Transfer number
Name of transferor
Name of transferee
Number and class of shares transferred
Number of the share certificate in question
64 Other (specify): n cate w et er t ere are any stoc o ers or stoc
certificates whose whereabouts are unknown, or any
stockholders from which it will be difficult to obtain
approval of the transaction or stock certificates, as
appropriate.
Share Certificates
65 Outstanding share certificate(s)
Certificate number
Name of holder
Number and class of shares represented by the
certificate
Restrictions on share transfers (set forth on the
certificate)
Current location of certificate (if not in the register)
66 Cancelled share certificate(s)
Certificate number
Name of holder
Number and class of shares represented by thecertificate
Restrictions on share transfers (set forth on the
certificate) - for any class of stock
Endorsement of certificate
Current location of certificate (if not in the register)
Other (specify):
67 Stock ledger for the company and its subsidiaries
Agreements Relating to Shares of the Company
68 Shareholders agreement:
Exists (yes or no)
Type of agreement (e.g: unanimous)
Name of signing shareholders
Signature date Term
Intervention by the Company (yes or no)
69 Voting trust and other similar agreements
70 Private placement agreements
71
Agreements relating to the sale of the Companys
shares
72
Agreements relating to the issuance or purchase of
the Companys shares or subsidiary shares
73 Description of all share purchase plans
74
List of persons (including directors, senior executives,
shareholders, employees and persons related to
them) who are beneficiaries under any share
purchase plan
75 Description of all stock option plans
76
List of persons (including directors, senior executives,
shareholders, employees and persons related to
them) who are beneficiaries under any stock option
plan
Other (specify):
77
All private placement memoranda and
communications to potential investors relating to the
Company or its SubsidiariesCopy of registration rights or preemptive rights
agreements
Subsidiaries and Other Entities
78
List of companies and other types of businesses in
which the Company holds an interest of fifty percent
(50%) or more:
Name, address and telephone number of companies
and other types of businesses in question
Nature of their operations
Number and class of shares or units held by the
Company
Percentage of shares or units held by the Company
Name, address and telephone number of other
shareholders or partners (if any)
Name, address and telephone number of directors
79
List of companies and other types of businesses in
which the Company holds an interest of less than fifty
percent (50%):
Name, address and telephone number of companies
and other types of businesses in question Nature of their operations
Number and class of shares or units held by the
Company
Percentage of shares or units held by the Company
Name, address and telephone number of other
shareholders or partners
Name, address and telephone number of directors
80
Organization chart showing the relationship between
the Company, its subsidiaries and the
companies/businesses in which the Company holds an
interest
81
List of companies and other types of businesses in
which any director, senior executive, shareholder or
employee of the Company holds an interest:
Name of every director, senior executive, shareholder
or employee in question
Name, address and telephone number of companies
and other types of businesses in question
Nature of their operations
Number and class of shares or units held by every
director, senior executive, shareholder or employee in
question
Percentage of shares or units held by every director,
senior executive, shareholder or employee in question
Name, address and telephone number of other
shareholders or partners (if any)
Name, address and telephone number of directors
82
Organization chart showing the relationship between
every director, senior executive, shareholder or
employee of the Company and the
companies/businesses in which he holds an interest
83 Other (specify):
Business or Strategic Plan
84
Up to date version of the Companys business and
strategic plans
85
Prior versions of the Companys business plan
prepared during the last five (5) years
Other (specify):
86
Recent analyses of the Company, its Subsidiary or itsindustry prepared by investment bankers, engineers,
management consultants, accountants, or others
including marketing studies, credit reports and any
other type of report related to the company
Relationships Between Individuals
87
Description of every relationship (family, corporate,
financial, or other) between every director, senior
executive, shareholder or employee of the Company
and the other directors, senior executives,
shareholders, employees, customers, suppliers,
consultants and subcontractors of the Company
88 Other (specify):
Confidential Document
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Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
Suretyships and Guarantees Granted in Favor of the Company
89
uretys ps, guarantees or ot er contracts or
documents pursuant to which any director, senior
executive, shareholder or employee of the Company
agreed to act as surety or guarantor of the Company
in favor of a third party (e.g: financial institution,
supplier, etc.)
90
uretys ps, guarantees or ot er contracts or
documents pursuant to which any subsidiary agreed
to act as surety or guarantor of the Company in favor
of a third party (e.g: financial institution, supplier,
etc.)
91
uretys ps, guarantees or ot er contracts or
documents pursuant to which any surety company
agreed to act as surety or guarantor of the Company
in favor of a third party (e.g: financial institution,
supplier, etc.)
92
Suretyships, guarantees or other contracts or
documents pursuant to which any other natural or
legal person agreed to act as surety or guarantor of
the Company in favor of a third party (e.g: financial
institution, supplier, etc.)
93 Other (specify):
Corporate Operations
94List of the states, provinces and countries in whichthe Company is authorized to carry on its operations
95
List of the states, provinces and countries in which
the Company actually carries on its operations
96
Documents relating to all corporate transactions
which have been or will be carried out outside the
ordinary course of business:
97 Acquisition of a business
Disposition of assets
Acquisition of assets
Corporate reorganization
Amalgamation
Dissolution
etc.
98 Other (specify):
Numbers Attributed to the Company by Various Governmental Organizations
99 Business number - Fed
100 CIDREQ registration number (Quebec)
101 QST number (Quebec)
102 GST number (Canada)
103 Employer identification Number (USA)
104 Employer number
105 Other (specify):
Miscellaneous
106 Corporate records
Location of records (if not at the Companys head
office)
107 Corporate seal(s)
Exist(s) (yes or no)
Location of seal (if not at the Companys head office)
108
Valuation reports on the value of the Companys
shares, prepared or obtained during the last five (5)
years
109
Legal opinion from the Companys lawyers regarding
the Companys corporate status
Other (specify):
110
All currently effective security agreements covering
assets of the Company or its Subsidiaries, such as
mortgages, pledges, liens, or security interests in
personal property, such as receivables, inventory,
assets or equipment.
resent or pen ng o nt venture or partners p
arrangements, shipping or other transportationagreements or arrangements, sales, supply contracts
and purchase contracts of the Company or its
Subsidiaries
Name and address of each person who has a power
of attorney to act on behalf of the Company or any
subsidiary, copies of such powers of attorney.
Brief description of portfolio investments of the
Company (except in subsidiaries), including cost basis
and current market value
E- Accounting Information
111
List of all accounting firms with which the Company
has dealt during the last five (5) years Name, address and telephone number of the firm
Name of the person in charge of the Companys file
Telephone number (direct)
Telecopier number
Mobile telephone number
Pager number
E-mail address
Auditor's letters and replies for the past five years.
112
Contract of professional services or professional fees
entered into between the Company and any
accounting firm during the last five (5) years
113
Financial statements (including the balance sheet and
income statement) for the five (5) most recently
completed fiscal years
114
Monthly internal financial statements since the end of
the most recently completed fiscal year
115
Budget forecasts prepared for the next five (5) fiscal
years
116
Budget and budgetary estimate for the current fiscal
year
117
List of future obligations not reflected in the most
recent financial statements
Nature of the obligation
Amount involved
Name, address and telephone number of the creditor
118
Description of every reserve established for specific
contingencies
119
Detailed description of every disagreement with theCompanys accountants regarding financial
statements issued during the last five (5) years
120
Documents relating to every change in the accounting
methods or accounting principles used which occurred
during the last five (5) years
121
Correspondence received from/sent to the Companys
accountants during the last five (5) years
Other (specify):
122 The Company's credit report, if available.
123 Any projections, capital budgets and strategic plans.
124 Analyst reports, if available.
125
Has an auditor resigned or has the company changed
auditors within the past three years?
126
Are there unusually complex business arrangements
that do not appear to have a business purpose?
127
Has the company exceeded its loan covenant targets
by small amounts? Please document & describe each
128
Have there recently been significant insider stock
sales?
129
Is the internal audit team subjected to significant
scope restrictions?
130
Are a large proportion of monthly sales completed
during the last few days of each month?
131
Has the company tried to sell itself in the past and
failed?
132
Has the company received major warnings from
regulatory agencies?
133
Does the company manipulate reserve accounts in
order to smooth or enhance its reported earnings?
Description or basis for establishing bad debt reserves
F- Tax Information
134
List of all firms of tax experts with which the
Company has dealt during the last five (5) years
Name, address and telephone number of the firm
Name of the person in charge of the Companys file
Telephone number (direct)
Telecopier number
Mobile telephone number
Pager number
E-mail address
135
Contract of professional services or professional fees
entered into between the Company and any firm of
tax experts during the last five (5) years
136
Correspondence received from/sent to the Companys
tax experts during the last five (5) years
Other (specify):
137
Federal, state, local, and foreign income tax returns
for the last three years.
138 States sales tax returns for the last three years.
139 Any audit and revenue agency reports.
140
Any tax settlement documents for the last three
years.
141 Employment tax filings for three years.
142 Excise tax filings for three years.
143 Any tax liens.
Income Tax
144 Income tax returns for the last five (5) years
National
Federal
Provincial
State
Other (specify): .
145
Notices of assessment issued by any competent fiscal
authority for the last five (5) years
146
Notices of reassessment, additional assessment,
corrected assessment or amended assessment, issuedby any competent fiscal authority for the last five (5)
years
147
Correspondence received from/sent to any competent
fiscal authority during the last five (5) years
148
Documents relating to every audit carried out by any
competent fiscal authority during the last five (5)
years
Description of the audit carried out
Correspondence received/sent
Notices of assessment resulting from any audit
Amounts claimed
Amounts paid
149 Other (specify):
List and describe all pending or threatened disputeswith regard to tax matters involving the Company or
any of its subsidiaries
List of returns and the years thereof that have been
audited by federal, state or local tax authorities, and
copies of determination letters related thereto
op es o any ax n emn ca on, ax s ar ng, or ax
allocation agreements involving the Company and
other members of an affiliated group, including any
joint venture agreements that have the affect of tax
allocation agreements, and a statement setting forth
how such agreement was carried out for the past five
years.
Describe and provide copies of all agreements,
consents, elections, and waivers filed or made withthe IRS or other taxing authorities, including, but not
limited to, those relating to I.R.C. (341 and the
relevant statutes of limitations).
Sales Tax
150
Sales tax declarations or returns prepared during the
last five (5) years
151
Notices of assessment issued by any competent fiscal
authority during the last five (5) years
152
Notices of reassessment, additional assessment,
corrected assessment or amended assessment, issued
by any competent fiscal authority for the last five (5)
years
153Correspondence received from/sent to any competentfiscal authority during the last five (5) years
154
Documents relating to every audit carried out by any
competent fiscal authority during the last five (5)
years
Correspondence received/sent
Notices of assessment resulting from any audit
Amounts claimed
Amounts paid
155 Other (specify):
Other Taxes, Contributions and Levies (e.g: Unemployment
Insurance, Social Security, etc.)
156
Declarations or returns regarding taxes, contributions
or levies prepared during the last five (5) years
157
Notices of assessment issued by any competent fiscal
authority during the last five (5) years
158
Notices of reassessment, additional assessment,
corrected assessment or amended assessment, issued
by any competent fiscal authority for the last five (5)
years
159
Correspondence received from/sent to any competent
fiscal authority during the last five (5) years
160
Documents relating to every audit carried out by any
competent fiscal authority during the last five (5)
years
Correspondence received/sent
Notices of assessment resulting from any audit
Amounts claimed Amounts paid
161 Other (specify):
Tax Credits
162
Applications for tax credits relating to research and
development (scientific, experimental, etc.)
Governmental confirmations
Governmental oppositions
163 Other (specify):
G- Financial Information
164
List of all financial institutions with which the
Company has dealt during the last five (5) years
Name, address and telephone number of the financialinstitution
Name of the person in charge of the Companys file
Telephone number (direct)
Telecopier number
Mobile telephone number
Pager number
E-mail address
165 List of the Companys bank accounts
Location of the bank branch
Type of account (current account, checking account,
etc.)
Account number
Transit number
Identity of signatories
Powers of signatories (alone, jointly, two out of three,
limit on amounts, etc.)
166
Monthly bank statements, for each of the Companys
bank accounts, received during the last five (5) years
167
Fixed credit agreements (loans) entered into with any
financial institution, institutional lender or private
lender
168
Variable credit agreements (line of credit) entered
into with any financial institution, institutional lender
or private lender
169
Immovable hypothec agreements (real estate
mortgage agreements) entered into with any financial
institution, institutional lender or private lender, or
with any other natural or legal person
170
Movable hypothec agreements (personal property
mortgage agreements) entered into with any financial
institution, institutional lender or private lender, or
with any other natural or legal person
171
Financial documents executed by the Company (e.g:
acknowledgement of debt, promissory note, letter of
credit, etc.)
172
Suretyships entered into with any financial institution,
institutional lender or private lender
173 Safety-deposit box rental agreements
174
Certificates of deposit of sums of money, treasury
bills and other financial instruments
175
List of corporate credit cards issued in the name of
the Company or of any director, senior executive or
employee of the Company
Name of credit card issuer
Type of card (Visa, MasterCard, American Express,
Discover, etc.)
Credit limit granted
176
Credit card statements and use reports received
during the last five (5) years
177
Notice of default (including a formal demand, demand
for payment, etc.) regarding any financial obligation
assumed by the Company
178
ocuments re at ng to every oan or ot er orm o
financial assistance granted by the Company to its
parent company or to any subsidiary or other
business in which it holds an interest, during the last
five (5) years
Amount of the loan
Terms and conditions of repayment Notice of default sent by the Company
179
Documents relating to every loan or other form of
financial assistance granted to the Company by its
parent company or by any subsidiary or other
business in which it holds an interest, during the last
five (5) years
Amount of the loan
Terms and conditions of repayment
Notice of default sent to the Company
180
Documents relating to every loan or other form of
financial assistance granted by the Company to any
director, senior executive or employee during the last
five (5) years
Amount of the loan
Confidential Document
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Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
Terms and conditions of repayment
Notice of default sent by the Company
181
Documents relating to every loan or other form of
financial assistance granted to the Company by any
director, senior executive or employee during the last
five (5) years
Amount of the loan
Terms and conditions of repayment
Notice of default sent to the Company
182
Documents relating to every government subsidy,
governmental financial assistance or other
governmental assistance received by the Company
during the last five (5) years
Description
Amount
Terms and conditions of grant
Terms and conditions of payment
Terms and conditions of repayment
183
Correspondence received from/sent to the Companys
bankers during the last five (5) years
Other (specify):
184
A schedule of all indebtedness and contingent
liabilities.
185 A schedule of inventory.
186 A schedule of accounts receivable.
187 A schedule of accounts payable.
188
A description of depreciation and amortization
methods and changes in accounting methods over thepast five years.
189 Any analysis of fixed and variable expenses.
190 Any analysis of gross margins.
191 The Company's general ledger.
192
A description of the Company's internal control
procedures.
193
A schedule of fixed assets and the locations thereof.
Include a brief description of all prepaid expenses or
deferred income items as well
194 All U.C.C. filings.
195 All leases of equipment.
196
A schedule of sales and purchases of major capital
equipment during last three years.
197
Verify bank reconciliations for all bank accounts
harboring significant cash balances.
198
Determine the days of receivables outstanding and
the probable amount of bad debt. Review the bad
debt reserve calculation.
199
Obtain a list of all accounts and notes receivable from
employees.
200
Obtain a list of all inventory items, and discuss the
obsolescence reserve. Determine the valuation
method used.
201
Obtain the current fixed asset listing, as well as
depreciation calculations. Audit the largest items to
verify their existence.
202 Appraisal of the value of the fixed assets.
203
Provide an itemized list of all assets that are not
receivables or fixed assets.
204Are there any liens against company assets. Fulldescription.
205
Obtain any maintenance agreements on company
equipment.
206 Is there an upcoming need to replace assets?
207
In the last five years, has there been are any plans to
close, relocate, or expand any facilities.
208
Itemize all capitalized research and development or
software development expenses.
209
Determine the value of any net operating loss carry
forward assets.
210 Obtain a list of all accounts payable to employees.
211 Review the terms of any lines of credit.
212
ev ew t e amount an terms o any ot er e t
agreements. Review covenants in the debt
agreements, and determine if the company hasbreached the covenants in the past, or is likely to do
so in the near future.
213 Look for unrecorded debt.
214
Verify wage and tax remittances to all government
entities, and that there are no unpaid amounts.
215
Review the sufficiency of accruals for wages, vacation
time, legal expenses, insurance, property taxes, and
commissions.
216
Obtain copies of all unexpired purchasing
commitments (purchase orders, etc.).
217
Obtain audited financial statements for the last three
years.
218
Obtain monthly financial statements for the current
year.
219Obtain copies of federal tax returns for the last threeyears.
220
Determine profitability by product, customer, and
segment.
221 What are the revenues and profits per employee?
222
What is direct materials expense as a percentage of
revenue?
223
How have revenues, costs, and profits been trending
for the past three years?
224
How many staff are directly traceable to the servicing
of specific customer accounts?
225
Are there any delayed expenses? Has the customer
avoided necessary maintenance expenditures or wage
increases in order to boost profitability?
226Has the company capitalized a disproportionateamount of expenses?
227
Obtain the budgets for the past three years. Does
the company routinely achieve its budgets, or does it
fall short?
228
Construct a cash forecast for the next six months.
Will the company spin off or absorb cash?
229
Review the trend line of work capital for the past
year. How is it changing in relation to total sales?
230
Categorize working capital by segment, product line,
and customer. What parts of the business are
absorbing the most cash?
231
Determine historical and projected capital expenditure
requirements. Does the company have enough cash
to pay for its capital investment needs?
Any presentations given to creditors in connection
with obtaining credit or prepared for potential lenders
in conjunction with any proposed financings
H- Legal Information
232
List of all law firms with which the Company has dealt
during the last five (5) years
Name, address and telephone number of the firm
Name of the person in charge of the Companys file
Telephone number (direct)
Telecopier number Mobile telephone number
Pager number
E-mail address
233
Contract of professional services or professional fees
entered into between the Company and any law firm
during the last five (5) years
234
Copy of the civil docket of all cases involving the
Company or its directors, senior executives,
shareholders or employees, in any capacity
whatsoever
235
Copy of the civil and criminal docket of all cases
involving the Company or its directors, senior
executives, shareholders or employees, in any
capacity whatsoever
236
Documents relating to every claim (including every
action, demand, application for an injunction,
proceedings or procedures, whether judicial, quasi-
judicial, administrative, arbitral or otherwise) made by
the Company during the last five (5) years
Name of the law firm representing the Company
File number
Jurisdiction in question (court, location, etc.)
Name, address and telephone number of the
opposing party
Name, address and telephone number of the firm
(and the lawyer in charge) representing the opposing
party
Nature of the legal claim
Amount claimed or other relief sought
Current status of the file - was it resolved or what is
proposed to be resolved
237
Documents relating to every claim (including every
action, demand, application for an injunction,
proceedings or procedures, whether judicial, quasi-
judicial, administrative, arbitral or otherwise) made
against the Company or its directors, shareholders or
employees during the last five (5) years
Name of the law firm representing the Company or its
directors, shareholders or employees
File number
Jurisdiction in question (court, location, etc.)
Name, address and telephone number of the
opposing party
Name, address and telephone number of the firm(and the lawyer in charge) representing the opposing
party
Nature of the legal claim
Amount claimed or other relief sought
Current status of the file - was it resolved or what is
proposed to be resolved
238
ocuments regar ng out o court sett ements,
unilateral discharges or mutual discharges, or other
documents to which the Company or its directors,
shareholders or employees were parties during the
last five (5) years
239
u gments nc u ng or ers, n unct ons an ot er
types of judgments) rendered in favor of the
Company or its directors, shareholders or employees
by a tribunal (including any court, administrativetribunal, governmental authority, etc.) during the last
five (5) years
Name of the law firm representing the Company or its
directors, shareholders or employees
File number of the file in question
Jurisdiction in question (court, location, etc.)
Name, address and telephone number of the
opposing party
Name, address and telephone number of the firm
(and the lawyer in charge) representing the opposing
party
Nature of the legal claim
Amount claimed or relief sought
Current status of the file (e.g: judgment satisfied,
being enforced, opposition to seizure, etc.)
240
u gmen s nc u ng or ers, n unc ons an o er
types of judgments) rendered against the Company
or its directors, shareholders or employees by a
tribunal (including any court, administrative tribunal,
governmental authority, etc.) during the last five (5)
years
Name of the law firm representing the Company or its
directors, shareholders or employees
Name, address and telephone number of the
opposing party
Name, address and telephone number of the firm
(and the lawyer in charge) representing the opposing
party
Nature of the legal claim
Amount claimed or relief sought
Current status of the file (e.g: judgment satisfied,
being enforced, opposition to seizure, etc.)
241
eman etters, not ces o e aut, na notces an
other documents raising the liability of the Company
or its directors, shareholders or employees, and
potentially leading to the institution of legal
proceedings against any one of them, received during
the last five (5) years
242
ega op n ons prepare y any awyer or aw rm
regarding the actual, potential or threatened liability
of the Company or its directors, shareholders or
employees in any potential or existing dispute, during
the last five (5) years
243
Correspondence received from/sent to the Companys
lawyers during the last five (5) years
244
Opinion letters sent by any of the Companys lawyers
to the Companys accountants during the last five (5)
years
Other (specify):
245 A schedule of all pending litigation.
246 A description of any threatened litigation.
247
Copies of insurance policies possibly providing
coverage as to pending or threatened litigation.
248
Documents relating to any injunctions, consent
decrees, or settlements to which the Company is a
party.
249 A list of unsatisfied judgments.
250
Obtain certificates of good standing for the company
and all significant subsidiaries.
251
Obtain a list of all states in which the company is
qualified to do business and a list of those states in
which it maintains significant operations. Determine
if there is any state where the company is not
qualified but should be qualified to do business
252
Obtain the minutes of the Executive Committee and
Audit Committee for the past five years, as well as
the minutes of any other special Board committees.
253 Default or termination provisions
254 Restrictions on company action
255 Consent requirements
256 Termination provisions in employment contracts
257 Ownership of technology documents
258 Cancellation provisions in major supply and customercontracts
259
Unusual warranties or the absence of protective
provisions
260
Obtain copies of all asset leases, and review for term,
early payment, and bargain purchase clauses.
261
Obtain copies of all office space lease agreements,
and review for term and renewal provisions.
262
Provide the terms of any outbound or inbound royalty
agreements.
263
Was any company software (either used internally or
resold) obtained from another company? If so, what
are the terms under which the code is licensed? Are
there any associated royalty payments?
264
Provide copies of all legal invoices for the past two
years.
265
Review all pending and threatened legal proceedings
to which the company or any of its subsidiaries is a
party. Describe principal parties, allegations, and
relief sought. This includes any governmental or
environmental proceedings. Obtain copies of existing
consent decrees or significant settlement agreements
relating to the company or its subsidiaries.
266
If the company is publicly held, obtain all periodic
filings for the past five years, including the 10-K, 10-
Q, 8-K, and Schedule 13D.
267
Provide all annual and quarterly reports to
shareholders.
268
Review the auditors letter to management concerning
internal accounting controls and procedures, as well
as any management responses.
269
Provide any press releases or articles about the
company within the past year.
270
Review title insurance for any significant land parcels
owned by the company.List and description of all significant oral contracts
and commitmentsAll current effective guarantees given by the
Company concerning the payment or performance of
obligations of third parties
I- Compliance With Laws
271
List of applications for licenses, permits and other
authorizations allowing the Company to operate its
business alone or with others
272
List of licenses, permits and other authorizations
allowing the Company to operate its business alone or
with others
273 Business tax statements for the last five (5) years
274
Business licenses, operating permits and other
authorizations issued by any governmental authority
(municipal, regional, state, provincial, etc.)
Name of issuer
Name of beneficiary
Name, address and telephone number of theguarantor (if applicable)
Effective date
Term
Operations in question
275
Licenses, permits or exemptions issued under any
legislation regarding securities (including all laws,
regulations, decrees, orders, etc.)
276
Licenses, permits or exemptions issued under any
legislation regarding investments (including all laws,
regulations, decrees, orders, etc.)
277
Licenses, permits or exemptions issued under any
legislation regarding competition (including all laws,
regulations, decrees, orders, etc.)
278
Licenses, permits or exemptions issued under anylegislation regarding consumer protection (including
all laws, regulations, decrees, orders, etc.)
279
Licenses, permits or exemptions issued under any
other legislation (including all laws, regulations,
decrees, orders, etc.)
280
r o r no ces, o c a r epor s, no ces o e au ,
notices of violation, warnings, summons, orders,
orders to appear, fines, legal notices, judicial notices,
or any other instrument or procedure issued by a
competent authority in virtue of, or pursuant to the
violation of any legislation
Confidential Document
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Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
281
Documents relating to any investigation, examination,
inspection or other procedure carried out during the
last five (5) years under any applicable legislation
282 Other (specify):
J- Intellectual Property
283
Review all current patent, trademark, service mark,
trade name, and copyright agreements, and note
renewal dates.
284
Obtain an itemization of all pending patent
applications.
285 Determine annual patent renewal costs.
286 Determine the current patent-related revenue stream.
287
Document the patent application process. Have any
potential patents not been applied for?
288
List all trademark and service mark registrations and
pending applications for registration. Verify that all
affidavits of use and renewal applications have been
filed, and prosecution of all pending applications is
current.
289
List all unregistered trademarks and service marks
used by the organization.
290
Collect and catalog copies of all publications and
check for unlisted trademarks and service marks,
proper notification.291 List all copyright registrations.
292 List all registered designs.
293
Does the company have any information that provides
a competitive advantage? If so, verify that the
information is marked as confidential.
294
Have all employees executed Invention Assignment
and Confidentiality agreements?
295
Obtain copies of all licenses of intellectual property in
which the company is the licensor or licensee.
296
List all lawsuits pertaining to intellectual property in
which the organization is a party.
Trademarks
297
List of trademarks (whether or not registered) used
by the Company in any country. Schedule of
trademarks and trade names.
location of first use
date of first use
298
Registration certificates for trademarks used by the
Company
Countries in which each of the trademarks is
registered
Registration date
Registration number
Name of registered owner(s)
Name of previous owner(s) (if applicable)
Description of the wares/services covered by the
trademark
299
Applications for registration of the trademarks used
by the Company
Countries in which each of the applications for
registration was filed for purposes of registration
Filing date of the application for registration
Number of the application for registration
Name of owner-applicant(s)
Description of the wares/services covered by the
application for registration
Current status of the file
300 List of the Companys proposed trademarks
301
Licenses (e.g: user license) granted by the Company
to third parties
302 Technical documents relating to any trademark
303Assignment of rights agreements entered intobetween the Company and third parties
304
Documents relating to any claim or complaint of
trademark infringement made by the Company
against third parties
305
Documents relating to any claim or complaint of
trademark infringement made against the Company
by third parties
Other (specify):
306
307 A description of important technical know-how.
308
A description of methods used to protect trade
secrets and know-how.
309 Any "work for hire" agreements.
310
A schedule and copies of all consulting agreements,
agreements regarding inventions, and licenses orassignments of intellectual property to or from the
Company.
311
A schedule and summary of any claims or threatened
claims by or against the Company regarding
intellectual property.
Copyrights
312
List of copyrights (whether or not registered) owned
by the Company in any country
313
Registration certificates for copyrights owned by the
Company
Countries in which each of the copyrights is registered
Registration date
Registration number Name of author(s)
Name of registered owner(s)
Name of previous owner(s) (if applicable)
Description of the work covered by the copyright
314
Applications for registration of the copyrights owned
by the Company
Countries in which each of the applications for
registration was filed
Filing date of the application for registration
Number of the application for registration
Name of author(s)
Name of owner-applicant(s)
Description of the work covered by the copyright
Current status of the file
315Licenses (e.g: user license) granted by the Companyto third parties
316 Technical documents relating to any copyright
317
Assignment of rights agreements entered into
between the Company and third parties
318
Documents relating to any claim or complaint of
copyright infringement made by the Company against
third parties
319
Documents relating to any claim or complaint of
copyright infringement made against the Company by
third parties
320 Other (specify):
Patents
321
List of patents (whether or not registered) owned by
the Company in any country
322
Registration certificates for patents owned by the
Company
Countries in which each of the patents is registered
Registration date
Registration number
Name of inventor(s)
Name of registered owner(s)
Name of previous owner(s) (if applicable)
Description of the invention covered by the patent
323 Applications for registration of patents
Countries in which each of the applications for
registration was filed
Filing date of the application for registration
Number of the application for registration Name of inventor(s)
Name of owner-applicant(s)
Description of the invention covered by the patent
application
Current status of the file
324
Licenses (e.g: user license) granted by the Company
to third parties
325 Technical documents relating to any patent
326
Assignment of rights agreements entered into
between the Company and third parties
327
Documents relating to any claim or complaint of
patent infringement made by the Company against
third parties
328
Documents relating to any claim or complaint of
patent infringement made against the Company by
third parties
329 Other (specify):
330 Any patent clearance documents.
Industrial Designs
331
List of industrial designs (whether or not registered)
owned by the Company in any country
332
Registration certificates for industrial designs owned
by the Company
Countries in which each of the industrial designs is
registered
Registration date
Registration number
Name of author(s)
Name of registered owner(s)
Name of previous owner(s) (if applicable)
Description of the industrial design
333
Applications for registration of the industrial designs
held by the Company
Countries in which each of the applications for
registration was filed
Filing date of the application for registration
Number of the application for registration
Name of author(s)
Name of owner-applicant(s)
Description of the industrial design
Current status of the file
334
Licenses (e.g: user license) granted by the Company
to third parties
335 Technical documents relating to any industrial design
336
Assignment of rights agreements entered into
between the Company and third parties
337
Documents relating to any claim or complaint of
industrial design infringement made by the Company
against third parties
338
Documents relating to any claim or complaint of
industrial design infringement made against the
Company by third parties
339 Other (specify):
Trade Secrets
340
List of trade secrets owned by the Company in any
country
341 Name of persons having knowledge thereof
342
Licenses (e.g: user license) granted by the Company
to third parties
343
Licenses (e.g: user license) granted to the Company
by third parties
344
Assignment of rights agreements entered into
between the Company and third parties
345 Technical documents relating to any trade secret
346
Documents relating to any claim or complaint of trade
secret infringement made by the Company against
third parties
347
Documents relating to any claim or complaint of trade
secret infringement made against the Company by
third parties
348 Other (specify):
Technological Processes
349
List of technological processes owned by the
Company in any country
350 Name of persons having knowledge thereof
351
Licenses (e.g: user license) granted by the Company
to third parties
352
Licenses (e.g: user license) granted to the Company
by third parties
353
Technical documents relating to any technological
process
354
Assignment of rights agreements entered into
between the Company and third parties
355
Documents relating to any claim or complaint of
infringement of a technological process made by the
Company against third parties
356
Documents relating to any claim or complaint of
infringement of a technological process made against
the Company by third parties
357 Other (specify):
Product Development:
358
Obtain a list of development projects in the product
pipeline. What is the estimated remaining time and
expense required to launch each one?
359
What attributes make the companys new products
unique?
360
Have any products been in the development pipeline
for a long time, and have no immediate prospects for
product launch?
361Who are the key development personnel? What istheir tenure and educational background?
362
Does the company primarily use incremental product
improvements, or engage in major new product
development projects?
363
How much money is invested annually in
development? As a proportion of sales? How does
this spending compare to that of competitors?
364
Does the company have a history of issuing
inadequately engineered products that fail? Is this
finding supported by warranty claim records?
365
Is there a product development plan? Does it tend to
target low-cost products, ones with special features,
or some other strategy? How closely does the
development team adhere to it?
366
Does the company use target costing to achieve
predetermined profitability targets?
367
Does it design products that avoid constrained
resources?
Other Intellectual Property Rights
368
List of other intellectual property rights held by the
Company in any country (e.g: user licenses)
369 Licenses granted by third parties
370 Sub-licenses granted by third parties
371
Technical documents relating to any other intellectual
property right
372
Documents relating to any claim or complaint of
infringement of intellectual property rights made bythe Company against third parties
373
Documents relating to any claim or complaint of
infringement of intellectual property rights made
against the Company by third parties
374 Other (specify):
Confidentiality and Non-Disclosure
375
Confidentiality and non-disclosure agreements signed
by third parties in favor of the Company during the
last five (5) years
Directors
Senior executives
Employees
Shareholders
Consultants Subcontractors
Suppliers
Etc.
376
Confidentiality and non-disclosure agreements signed
by the Company in favor of third parties during the
last five (5) years
377
Company policies regarding confidentiality and non-
disclosure of information belonging to the Company
378
Documents relating to any claim or complaint of
breach of confidentiality agreements made by the
Company against third parties
379
Documents relating to any claim or complaint of
breach of confidentiality agreements made against
the Company by third parties
380 Other (specify):
Miscellaneous
381
List of persons who contributed to the development
of the Companys intellectual property:
Name, address and telephone number
Description of involvement
Curriculum vitae
382
e evant ocuments reat ng to any c a m w c a
person (e.g: employee, subcontractor, etc.) is
asserting or may assert with respect to any
intellectual property right that the Company claims to
own
383
Confidentiality, non-disclosure or other agreements
relating to one or more of the Companys intellectual
property rights
384
Non-compete or other agreements relating to one or
more of the Companys intellectual property rights
385
Other agreements relating to one or more of the
Companys intellectual property rights
386
p n ons g ven y awyers or ot er pro ess ona s w t
respect to any intellectual property right of the
Company or any liability of the Company with respect
to any intellectual property right, during the last five
(5) years
387 Other (specify):
K- Machinery, Tools and Equipment
Rolling Stock
388
List of rolling stock (e.g: automobiles, trucks, trailers,
etc.)
Make
Model
Year
Serial number
License plate number
Name of registered owner
Equipment added
Other (specify):
389 Rolling stock acquisition agreements
Acquisition date
Amount paid
Confidential Document
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Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
Amount of coverage
Premium payable
Name, address and telephone number of beneficiaries
512 All other individual or group insurance policies
513
Documents relating to every insurance claim made
during the last five (5) years
514 Other (specify):
515
A schedule and copies of the Company's general
liability, personal and real property, product liability,
errors and omissions, key-man, directors and officers,
worker's compensation, and other insurance.
516
A schedule of the Company's insurance claims history
for past three years.
517
Is there a risk management officer? What is this
persons job description?
518
Does the company have an overall risk mitigation plan
that it updates regularly?
519
evew a corpora e nsurance, usng a sc e u e rom
the companys insurance agency. If there is material
pending litigation, determine the extent of insurance
coverage and obtain insurance company
confirmation. Note whether insurance terms are for
claims made or claims incurred, as well as the
amounts of deductibles.
520
Have aggregate insurance amounts been penetrated,
or is there is history of coming close to the aggregatetotals?
521
Have there been substantial premium adjustment in
the past?
522
To what extent does the company self-insure its
activities? Are there uninsured risks that the
company does not appear to be aware of or is
ignoring.
P- Internet
525 List of URLs linked to the Companys Web site
526
List of URLs (other than those linked to the
Companys Web site) which belong to the Company
527
Contracts, letters of understanding or correspondence
establishing or confirming any agreement with a third
party regarding the Companys Web site (e.g: design,
hosting, maintenance, etc.) or regarding any business
operations or activities involving the Company or its
Web site, services or products
528 List of e-mail addresses used
529
Contracts, letters of understanding or correspondence
establishing or confirming any agreement with an
Internet service provider regarding, among other
things, hosting of the Companys Web site
530
Notice of default, formal demand or other complaintdocument potentially affecting the use, ownership or
enjoyment of the Web site or the e-mail addresses
531532 Other (specify):
533
Does the company use the Internet for internal use as
an interactive part of operations? What functions are
used in this manner?
534
Has the companys firewall ever been penetrated, and
how sensitive is the information stored on the
company networks publicly available segments?
535
Does the company provide technical support
information through its Web site?
536
Are Web site usage statistics tracked? If so, how are
they used for management decisions?
537
In what way could operational costs decrease if thecompanys customers interacted with it through the
Internet?
Q- Environment
550
List of employees with technical or legal skills related
to the environment
Investigation of a contaminated or potentially
contaminated site
Determination of the Companys liability regarding its
operations and their impact on the environment
551 List of underground reservoirs
Description and contents of the reservoir
Age of the reservoir Condition of the reservoir
552
Surveys of the soil, subsoil or immovables and other
surveys carried out by a government agency or by
experts during the last five (5) years
553
Reports or correspondence related to environmental
inspections, examinations or analyses (including
impact studies, characterization studies, etc.) carried
out during the last five (5) years
554
Licenses, permits, manifests, authorizations,
certificates or exemptions issued under any
environmental quality or environmental protection
legislation (including all laws, regulations, decrees,
orders, etc.)
555Documents relating to the disposal of contaminatedsoil or hazardous waste
556 Company policy regarding environmental protection
Recycling
Waste disposal
All reports, studies, and reviews related to the
potential effect on the Company or its Subsidiaries,
individually or collectively, of any pending or
proposed Federal or State or County regulations or
regulatory changes.
557
Contracts for services, and service, maintenance and
other contracts entered into with any environmental
consultant
558
Prior notices, official reports, notices of default,
notices of violation, warnings, summons, orders,
orders to appear, fines, legal notices, judicial notices,
or any other instrument or procedure issued by a
competent authority in virtue of, or pursuant to the
violation of any environmental quality or protection
legislation, received during the last five (5) years
559
Agreements entered into with the government or any
government agency during the last five (5) years
560
Contracts relating to any environmental work
performed
561
Documents relating to any complaint made against
the Company by a third party (e.g: neighbor)
regarding an environmental problem
562 Other (specify):
563
Environmental audits, if any, for each property
leased by the Company or its Subsidiaries.
564
A listing of hazardous substances used in the
Company's operations.
565 A description of the Company's disposal methods.
566 A list of environmental permits and licenses.
567
Copies of all correspondence, notices and files
related to EPA, state, or local regulatory agencies.
568
A list identifying and describing any environmental
litigation or investigations.
569
A list identifying and describing any known superfund
exposure.
570
A list identifying and describing any contingent
environmental liabilities or continuing indemnification
obligations.
571
Copies of any governmental licenses, permits or
consents.
572
Review any correspondence during the past five years
with the Environmental Protection Agency, State or
County Regulatory Agencies, Occupational Safety and
Health Administration or Dept of Transportation. Are
there any ongoing investigations or suggestions of
violations by any of these agencies.
All recent and current compliance orders, notices of
noncompliance or violations, fines, penalties,
citations, or complaints for failure by the Company or
any of its subsidiaries to comply with applicable law,
including without limitation, food, drug laws,
environmental laws, consumer laws, occupational
Health and safety laws, labors laws, consumer laws,
and all measures to insure compliance.
All pollution control capital expenditure reports
(including budget requests) for the past five years.All annual reports or other documents related to
hazardous waste or pesticide management over the
past five yearsAll documents relating to equipment using PCB's,
spills of PCB's, or worker exposure to PCB's, and all
documents relating to existence or removal of
asbestos.All documents or notices related to any customer or
employee related matters concerning exposure to
any chemicals at this Company site or subsidiaries
sites
R- Operations
600 List of all the Companys places of business
Complete address
Telephone number(s)
Telecopier number(s)
Name of the person in charge
601
Acquisition, lease or leasing agreements relating to
items with a value greater than $3,000
602
Offers or promises to purchase, whether or not
accepted, relating to items with a value greater than
$3,000
603
Cooperative, joint venture, strategic alliance,
partnership, cooperation and other agreements
entered into between the Company and third parties
604 Consignment or conditional sale agreements
605
Contracts with any agent, agency, broker or
brokerage firm
606
Organization chart or internal organization plan of the
Company (e.g: by sector, division, plant, etc.)
607
Studies, memos, reports and other documents
regarding the market in which the Company operates
or may operate
608 Documents relating to foreign operations
609
Contracts entered into outside the ordinary course of
business during the last five (5) years
610Documents relating to any certification granted to theCompany (e.g: ISO)
611
Documents relating to every warranty granted by the
Company on the products sold by it
612 Other (specify):
613
Determine the facility overhead cost required for
minimum, standard, and maximum capacity.
614
Ascertain the amount of capital replacements needed
in the near future.
615
Determine the periodic maintenance cost of existing
equipment.
616
Determine the maximum sustainable production
capacity by production line.
617
Estimate the cost of modifications needed to increase
the capacity of each production line or facility.
618
Does the company have a push or pull manufacturing
system?
619
Does the company practice constraint management
techniques?
620
Does the company use work cells or continuous
assembly lines?
621
Is there an adequate industrial engineering staff?
Does it have an ongoing plan for process
improvement?
622
What is the production area safety record? What
types of problems have caused safety failures in the
past?
623 What issues have caused shipping delays in the past?
624What is the history of product rework, and why haverework problems arisen?
S- Franchise
650
Franchise agreements entered into between the
Company and any franchisor
651
Other contracts or documents ancillary to a franchise
agreement
652 Operations manuals provided by the franchisor
653 Notices of default received from franchisors
654 Other (specify):
T- Marketing
675
Press releases issued by the Company during the last
five (5) years
676
Newspaper and magazine articles relating to the
Company during the last five (5) years
677
Reference letters and written testimonials from
customers
678
Advertising pamphlets and other promotional
documents
679 Printed advertisements
680 Media plan
681
Advertising agreements entered into during the last
five (5) years
682
Studies, surveys and inspections carried out during
the last five (5) years
683
List of associations, chambers of commerce and otherorganizations to which the Company belongs or to
which any director, senior executive, shareholder or
employee belongs as a representative of the
Company
684 List of telephone numbers used by the Company
Regular line(s)
Toll free line(s) (for callers)
Mobile telephone(s)
Pager(s)
Other
685
Contracts and invoices relating to the said telephone
numbers
Regular line(s)
Toll free line(s) (for callers)
686Acquisition agreements relating to any telephonesystem
687
Maintenance agreements relating to any telephone
system
688 Agreement for services with any call centre
689 List of telecopier numbers used by the Company
690
Contracts and invoices relating to the said telecopier
numbers
691
Acquisition agreements relating to any telecopier
system
692
Maintenance agreements relating to any telecopier
system
693
Notice of default, formal demand or other complaint
document potentially affecting the use, ownership or
enjoyment of the said telephone and telecopier
numbers694 Other (specify):
695 What is the size of the market?
696 How is the market segmented?
697
What is the markets projected growth and
profitability?
698
What are the factors affecting growth and
profitability?
699
What are the trends in the number of competitors
and their size, product innovation, distribution,
finances, regulation, and product liability?
700
Obtain a list of all customers who have stopped doing
business with the company in the last three years.
701
Determine the amount of ongoing maintenance
revenue from standard products.
702
Obtain copies of all outstanding proposals, bids, and
offers pending award.
703
Obtain copies of all existing contracts for products or
services, including warranty and guarantee work.
704
What is the sales strategy (e.g., add customers,
increase support, increase penetration into existing
customer base, pricing, etc.).
705
What is the structure of the sales organization? Are
there independent sales representatives?
706 Obtain the sales organization chart.
707 How many sales personnel are in each sales position?
708 What is the sales forces geographic coverage?
709
What is the sales forces compensation, split by base
pay and commission?
710 What was the sales per salesperson for the past year?
711
What was the sales expense per salesperson for the
past year?
712
What is the sales projection by product for the next
12 months?
713
Into what category do customers fall end users,
retailers, OEMs, wholesalers, and/or distributors?
714
How many customers are there for each product,
industry, and geographic region?
715 What is the average order size?
716
Does the company have an Internet store? Does the
site accept on-line payments and orders? What
percentage of total sales come through this medium?
717
What is the structure of the technical support group?
How many people are in it, and what is their
compensation?
718
Does the company use e-mail for marketing
notifications to customers?
719
What are the proportions of sales by distribution
channel?
720
How many customers can the company potentially
market its products to? What would be the volume
by customer?
721
What is the companys market share? What is the
trend?
722
Are there new markets in which the products can be
sold?
Confidential Document
-
8/9/2019 Due Diligence MASTER Check List Rev B 05272010
8/29
Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
723 Any supply or service agreements.
724
A description or copy of the Company's purchasing
policies.
725 A description or copy of the Company's credit policy.
726 A schedule of unfilled orders.
727
A list and explanation for any major customers lost
over the last two years.
728
All surveys and market research reports relevant to
the Company or its products or services.
729
The Company's current advertising programs,
marketing plans and budgets, and printed marketing
materials.
730 A description of the Company's major competitors.
U- Clientele
750 List of the Companys customers
Name, address and telephone number of the
customer
Name of the customers authorized representative
Annual sales figures for the last five (5) years
Terms and conditions of payment granted
751
List of contracts entered into with the government or
with any government agency
752
Supply contracts, contracts for services and other
contracts entered into with the government or anygovernment agency, during the last five (5) years
753 Company policies regarding credit
754 Company policies regarding collections
755 Line of credit agreements
756 List of accounts receivable
Age (current, 30 days, 60 days, etc.)
Amount
757
Notices of default sent to customers during the last
five (5) years
758 Documents relating to provisions for bad debts
759
Agreements or undertakings not to solicit customers
signed by third parties in favor of the Company
760Agreements or undertakings not to solicit customerssigned by the Company in favor of third parties
761
Correspondence sent to/received from any customer
regarding problems relating to the services/products
provided by the Company during the last five (5)
years
Other (specify):
762
How concentrated are sales among the top
customers?
763
What is the distribution of sales among the various
products and services?
764 What is the current sales backlog by customer?
765
What is the seasonality of sales? Are sales unusually
subject to changes in the business cycle?
766
What is the financial condition of key customers?Does it appear that their businesses are sufficiently
robust to continue supporting purchases from the
company?
767
How long has the company had sales relationships
with its key customers?
768
How profitable is each of the key customer accounts?
Do any customers require a disproportionate amount
of servicing, or require special terms and conditions?
769
Itemize any customer contracts that are coming up
for renewal, and likely changes to the key terms of
those agreements.
770
Is there a history of complaints from any customers?
How profitable are the customers who appear to be
the most dissatisfied?
V- Suppliers, Subcontractors and Consultants
800
List of the Companys suppliers, subcontractors and
consultants
Name, address and telephone number of the supplier,
subcontractor or consultant
Name of its authorized representative
Nature of the products/services in question
Annual volume of purchases
Terms and conditions of payment granted
801 Line of credit agreements
802 List of accounts payable
Age (current, 30 days, 60 days, etc.)
Amount
803
Notices of default received by the Company during
the last five (5) years
804
Supply contracts (whether or not exclusive) entered
into with suppliers
805
Contracts for services, and maintenance, service and
other contracts relating to obligations to be
performed at regular intervals
806
Contracts for services entered into with
subcontractors
807 Consulting agreements entered into with consultants
808
Distribution agreements (whether or not exclusive)
entered into with distributors
809 Selling agency agreements
810 Outsourcing agreements
811
Contracts (including purchase orders) involving a
disbursement exceeding $ per year for a
period of more than one year.
812
Correspondence sent to/received from any supplier,
consultant or subcontractor regarding problems
relating to the services/products provided by it during
the last five (5) years
813
Documents relating to liability arising from defective
products
814
Opinions, reports or studies prepared by any expert
at the Companys request:
Lawyer
Accountant
Tax expert
Environmental advisor Engineer
Appraiser
Actuary
Insurance broker
Land surveyor
Other (specify)
815 Other (specify):
816
A schedule of all subsidiary, partnership, or joint
venture relationships and obligations, with copies of
all related agreements.
817
Copies of all contracts between the Company and any
officers, directors, 5-percent shareholders or affiliates.
818
All loan agreements, bank financing arrangements,
line of credit, or promissory notes to which theCompany is a party.
819
All security agreements, mortgages, indentures,
collateral pledges, and similar agreements.
820 All guaranties to which the Company is a party.
821 Any installment sale agreements.
822
Any distribution agreements, sales representative
agreements, marketing agreements, and supply
agreements.
823
Any letters of intent, contracts, and closing transcripts
from any mergers, acquisitions, or divestitures within
last five years.
824
Any options and stock purchase agreements involving
interests in other companies.
825
The Company's standard quote, purchase order,
invoice and warranty forms.
826
All nondisclosure or noncompetition agreements to
which the Company is a party.
827 All other material contracts.
W- Employees
850 The Company's organizational chart.
851
Documents relating to the process of recruiting,
hiring, evaluating, promoting, transferring, laying off
and dismissing employees
852
List of the Companys employees (including senior
executives and directors)
Name, age, address and telephone number
Date of hire
Position held
Type of position (e.g: permanent, part-time, casual,
etc.)
Description of tasks
Employment history (promotions, etc.)
Current remuneration (salary, commissions, bonuses,
stock options, etc.)
Employee benefits and other benefits
Current status (e.g: working, sick leave, etc.)
Training records
853
List of the Companys key employees (including senior
executives and directors)
Name, age, address and telephone number
Date of hire
Position held
Type of position (e.g: permanent, part-time, casual,etc.)
Description of tasks
Employment history (promotions, etc.)
Current remuneration (salary, commissions, bonuses,
stock options, etc.)
Employee benefits and other benefits
Training Records
854
List of employees currently on sick leave or disability
leave (including senior executives and directors)
Name, address and telephone number
Date of hire
Position held
Type of position (e.g: permanent, part-time, casual,
etc.)
Description of tasks
Employment history (promotions, etc.)
Current remuneration (salary, commissions, bonuses,
stock options, etc.)
Employee benefits and other benefits
Training Records
855
List of employees laid off or dismissed (including
senior executives and directors) during the last five
(5) years
Name, address and telephone number
Date of hire
Position held
Type of position (e.g: permanent, part-time, casual,
etc.)
Description of tasks
Employment history (promotions, etc.)
Current remuneration (salary, commissions, bonuses,
stock options, etc.)
Employee benefits and other benefits
Training Records
856
List of employees having left the Company to work
for competitors during the last five (5) years
Name, address and telephone number
Seniority
Position held
Employment history (promotions, etc.)
Remuneration
Employee benefits and other benefits
Training records
857 Hiring letters
858 Employment contracts with employees
859 Employment contracts with sales representatives
860 Contracts for services with self-employed workers
861
Employee performance evaluations for the last five
(5) years
862
Employment termination agreements, release
agreements and other agreements entered into with
former employees of the Company during the last five
(5) years
863
Records of employment issued by the Company
during the last five (5) years
864 Organization chart (hierarchical structure)
865 Company policies of the Company
Sexual harassment
Conflicts of interest
Repayment of expenses Overtime
Etc.
866 Employee handbook(s) or guide(s)
867
Human resources management handbook(s) or
guide(s)
868 History of union activities within the Company
First steps taken towards unionization
Principal organizers
Certification process
Name, address and telephone number of the union
Name, address and telephone number of the union
president
Name, address and telephone number of the union
steward (s) Strikes, lock-outs and other work stoppages
869
Collective agreements with any union (including all
amendments & MOU's)
870 Draft collective agreements with any union
871 Letters of understanding with any union
872
List of grievances filed against the Company during
the last five (5) years
873
Documents relating to every grievance filed against
the Company during the last five (5) years
874
List of grievances filed by the Company during the
last five (5) years
875
Documents relating to every grievance filed by the
Company during the last five (5) years
876
Judgments or arbitration decisions rendered during
the last five (5) yearsBrief description of "labor unrest" situations, all
pending or threatened labor strikes, or other trouble
experienced by the Company and its subsidiaries in
the last five years.
877
Documents relating to every claim regarding
employment injuries made during the last five (5)
years
878
n erstan ngs, agreements an ot er types o