Sample Due Diligence Checklist

SAMPLE
PRELIMINARY
DUE
DILIGENCE
CHECKLIST
IN
A
CORPORATE
TRANSACTION
(e.cr..
M&A
Deall
1.1
~
Articles
of
Incorporation
and
all
amendments
thereto
1.2
~
Bylaws
and
ail
amendments
thereto
1.3
Minutes
of
all
meetings
of,
and
ali
actions
without
a
meeting
by,
the
Board
of
Directors
(and
of
all
committees
thereofl
and
the
shareholders
of
the
Company.
1.4
Any
material
communications
between
the
Company
and
any
of
its
shareholders,
directors
or
holders
of
notes,
options
or
warrants
1.5
Copies
of
all
agreements
relating
to
the
securities
of
the
Company
or
any
of
its
subsidiaries,
including
(i)
any
agreements
relating
to
the
purchase
or
sale
of
securities
of
the
Company;
including
any
purchase
agreements
under
which
additional
ownership
of
the
Company
was
acquired
by
existing
shareholders
(ii)
all
stockholders'
or
voting
agreements,
(iii)
all
agreements
under
which
any
person
has
any
rights
concerning
issued
or
unissued
securities
of
the
Company
(preemptive
rights,
rights
of
first
refusal,
registration
rights,
options,
warrants
or
convertible
securities),
(iv)
all
agreements
under
which
voting
trusts
have
been
established,
and
(v)
SAR,
phantom,
stock
or
other
equity
-based
arrangements
1.6
Stock
register
and
transfer
books
and
records
and
a
description
of
the
classes
and
series
of
authorized
capital
stock
and
other
securities
of
the
Company
and
its
subsidiaries,
and
a
statement
of
the
number
of
issued
and
outstanding
shares
of
each
such
class
and
series
of
securities
and
the
number
of
treasury
shares
of
each
class
and
series
of
capital
stock
1.7
~
List
of
shareholders
along
with
the
number
and
class
of
shares
held
by
each
1.8
A
schedule
of
all
outstanding
options,
warrants
and
conversion
privileges,
including
date
of
issuance,
exercise
or
conversion
prices
and
amount
exercised,
and
list
of
holders
(include
name,
number
of
options
held,
option
prices,
dates)
of
grant,
and
position
of
holder
in
the
Company).
1.9
Lists
and
descriptions
of
classes,
amounts
and
current
holders
of
any
debt
securities,
together
with
copies
of
all
documents
and
instruments
relating
thereto
Page 1/17
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