Acquisition Essentials, 2nd Edition

Appendix B

Checklist for legal due diligence

Constitution/ownership/status

• Up-to-date constitutional document:
  • Does the corporate vendor have power to sell its shares in target?
  • Are there any restrictions in target’s articles to the transfer of shares?
• Details of the authorised and issued share capital
• Details of shareholders (including capacity in which they hold shares and any dissenting or untraceable shareholders)
• Shareholders agreements (if any)
• Organisational chart identifying target’s group structure and current directors of each group entity
• Options or encumbrances over target’s share capital?
• Are any assets used by target owned otherwise than by target?
• Are any of the target’s assets encumbered or other than in its possession? ...