Comprehensive M&A due diligence checklist for buyers
1. General a. Overview i. Read the Letter of Intent and Definitive Agreement ii. Read the latest available interim financial statements related to the Target. iii. Obtain copies of internal financial statements for the historical period. Determine that such financial statements reconcile to trial balances/general ledgers for each period in the historical period iv. Interview Target management and key accounting personnel to obtain an understanding of the operations and the accounting, reporting and control systems v. Understand key terms of all significant customer and supplier contracts vi. Understand key terms of all significant lease agreements b. Accounting policies i. Summarize significant accounting policies adopted by Target, including judgmental reserves and estimates ii. Obtain detail of any changes in accounting policies/restructuring/impairments recorded by the Target. iii. Understand any change in accounting methods or principles during the last five years and the reasons such change was undertaken. iv. Review any letters from the Company‟s outside tax advisors and accountants during the last five years regarding the Company‟s accounting controls, method of accounting and other procedures. v. Review any non-GAAP financial measures used in public documents, accompanied by the most directly comparable GAAP financial measure and reconciliation to GAAP, along with reasons for use of non-GAAP measures. c. Audit / Review Workpaper Review i. Identification of scope, audit procedures, control issues, passed adjustments, contingencies, accounting policies, etc., as it relates to Target ii. Read the management representation letter, if applicable d. Contracts i. Review contracts which have a remaining term in excess of one (1) year. ii. Review a schedule of any transactions (including purchase, sale, financing or loan agreements) between the Company and any shareholder, member, officer, director, employee or affiliate of the Company (including spouses, children and
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other relatives of any affiliates thereof), and copies of all documents relating to such transactions. iii. Analyze contracts or letters of intent for the sale or acquisition of capital assets or securities. iv. Review powers of attorney, agency or representation agreements. v. Review logistics contracts or warehouse management agreements. vi. Understand key terms of license agreements. vii. Review any franchise agreements. viii. Review any joint venture agreement, partnership agreement or agreement involving a sharing of profits or technology of the Company, or joint marketing, development or distribution efforts by the Company. ix. Review any guarantee of the obligations of the Company‟s customers, suppliers, officers, directors, employees or others. x. Review any distribution, dealer, sales agency, advertising or consignment agreement to which the Company is a party or by which it is bound. xi. Review any material supply or requirement contracts to which the Company is a party or by which it is bound. xii. Review any non-competition, stand-still or confidentiality agreement to which the Company is a party or by which it is bound or any other agreement limiting the Company‟s ability to engage in any business anywhere in the world. xiii. Review a schedule and description of any agreement or contract to which the Company is party or by which it is bound under which the Company or another party is in default or which is in the process of being terminated or modified. xiv. Review any note, instrument, agreement, mortgage, lease, license, franchise, governmental permit or judgment, order or decree which involves covenants or other restrictions which could be violated or triggered by an acquisition of the Company or any of its assets. xv. Review and understand the key terms of purchase orders and other similar contracts and commitments. xvi. Review any professional service agreements. xvii....
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