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Acquisition Essentials, 2nd Edition by Mr. Peter Howson, Mr. Denzil Rankine

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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? ...

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