Appendix C. 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?

  • Are any of the vendors ...

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