Acquisition Essentials: A step-by-step guide to smarter deals

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 ...