Corporate Information Needed for M&A Due Diligence - dummies

Corporate Information Needed for M&A Due Diligence

By Bill Snow

Once a letter of intent (LOI) has been penned and signed for your M&A deal, the Seller will need to provide information to the Buyer about the company and its status. These are examples of some of the corporate information that Seller will need to provide. Of course, every situation is different and not all will apply.

  • Copies of the company’s Articles of Incorporation, including all amendments.

  • Copies of the company’s bylaws and all amendments.

  • Copies of the company’s corporate minute books (including minutes of meetings of the shareholders, boards of directors, and committees thereof).

  • Copies of correspondence with shareholders, including proxy solicitations and annual reports, during the reporting period.

  • Listing of shareholders (including name, address, and telephone number) and number of shares held by each.

  • Listing of all directors and officers (including name, address, and telephone number).

  • Copies of all shareholders’ agreements, voting trust agreements, or other restrictive agreements relating to the sale, transfer, or voting of shares of capital stock of the company or any of its subsidiaries.

  • Certificate of Good Standing from the Secretary of State of the state where the company is incorporated.

  • Listing of the jurisdictions and copies of annual reports for each during the reporting period:

    • Where the company is incorporated or qualified to do business.

    • Any other jurisdiction where the company owns, stores, leases, or licenses properties or assets or has employees, agents, or customers.

  • Schedule of the company’s assumed names, division names, or other names under which the company is conducting or has conducted business and copies of registration.

  • Schedule of any corporations, partnerships, joint ventures, or other entities in which the company has a material interest or is affiliated.

  • Listing of all federal, state, local, and foreign governmental permits, licenses, and approvals (excluding those listed elsewhere herein) either held or required to be held by the company for the conduct of business.

  • A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the company during the reporting period.