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Due Diligence of Company

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Due Diligence is the investigation that a reasonable business or person is expected to take before entering into an agreement or contract with another party or an act with a certain standard of care. It can be an obligation, but the term will more commonly apply to voluntary investigations. A regular instance of due diligence in different industries is the process through which a prospective acquirer assesses a target company or its assets for an acquisition.

The purpose behind due diligence holds that performing this type of investigation contributes significantly to informed decision making by enhancing the amount and quality of information available to decision-makers and by ensuring that this data is systematically used to consider the decision at hand and all its costs, advantages, and risks.

Types of Due Diligence
  • Buying a company due diligence.
  • Merger and amalgamation (M&A) due diligence.
  • Financial due diligence.
  • Customer due diligence.
  • Commercial due diligence.
  • Vendor due diligence.
  • Third Party due diligence.
  • Legal due diligence.
Due Diligence Process
  • Compatibility audit.
  • Financial audit.
  • Macro-environment audit.
  • Legal/environmental audit.
  • Marketing audit.
  • Production audit.
  • Management audit.
  • Information systems audit.
  • Reconciliation audit.
Documents generally verified during Due Diligence:
Organizational
The Company's Articles of Incorporation and all amendments.
The Company's Bylaws and all amendments.
The Company's book of minutes, consisting of all minutes and resolutions of shareholders, directors, executive committees, and other regulating groups.
The Company's organizational chart.
The Company's list of shareholders and the number of shares held by each.
Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.
Material Contracts
A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements.
Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates.
All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party.
All security agreements, mortgages, indentures, collateral pledges, and similar agreements.
All guarantees to which the Company is a party.
Product or Service Lines
A list of all existing products or services and products or services under development.
Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services.
A summary of all complaints or warranty claims.
A summary of the results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development.
Financial Information
Audited financial statements for three years, together with Auditor's Reports.
The most recent unaudited statements, with comparable statements to the prior year.
Auditor's letters and replies for the past five years.
The Company's credit report, if available.
Assets
A schedule of fixed assets, their values and the locations there of.
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.
Insurance Coverage
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.
A schedule of the Company's insurance claims history for the past three years.
Intellectual Property Rights
A schedule of domestic and foreign patents and patent applications.
A schedule of trademark and trade names.
A schedule of copyrights.
Licenses and Permits
Copies of any governmental licenses, permits or consents.
Any correspondence or documents relating to any proceedings of any regulatory agency.
Environmental Issues
Environmental audits, if any, for each property leased by the Company.
A listing of hazardous substances used in the Company's operations.
Taxes
Federal, state, local, and foreign income tax returns for the last three years.
State sales tax returns for the last three years.
Customer Information
A schedule of the Company's twelve largest customers in terms of sales thereto, and a description of sales thereto over a period of two years.
Any supply or service agreements.
Litigation
A schedule of all pending litigation
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