Litigation and Legal Actions:
Compile any pending or threatened litigation against or initiated by the company, including all active litigation files.
Gather any consent decrees, injunctions, judgments, settlements, or other orders.
Summarize material litigation and obtain copies of all attorneys' responses to audit inquiries and letters to auditors.
Contracts and Agreements:
Review copies of all contracts, including loan agreements, bank financing agreements, lines of credit, licensing, and franchise agreements.
Examine all guarantees to which the company is a party.
Summarize material contracts that are terminable upon a change of control or other corporate transaction.
Identify contracts that restrict the company's right to conduct its business and those with obligations such as covenants and indemnification.
Review indemnification agreements between the target and any officers, directors, or agents.
Compliance and Regulatory Matters:
Assess the target's compliance program, including policies, procedures, and related documentation.
Confirm compliance with OFAC regulations and other applicable laws.
Summarize regulations applicable to the company's business and anticipated changes.
Obtain and review any correspondence with regulatory agencies or authorities.
Corporate Documents and Good Standing:
Obtain the articles of incorporation and bylaws, reviewing for any special provisions.
Secure certificates of good standing for the company and significant subsidiaries.
Review the articles of incorporation and bylaws of each significant subsidiary.
Corporate Proceedings and Operations:
Obtain and review minutes from shareholder meetings and Board of Directors' meetings, including any special committees.
Review all contracts important to operations, especially those with default or termination provisions and restrictions on company actions.
Leases, Transactions, and Royalties:
Obtain copies of all asset and office space lease agreements.
Review all related party transactions and royalty agreements, particularly those involving company software.
Legal Expenses and Historical Proceedings:
Review legal invoices for the past two years.
Examine all pending and threatened legal proceedings, including governmental or environmental proceedings.
Public Company Filings and Reports:
If publicly held, obtain all periodic filings and review annual and quarterly reports to shareholders.
Research any press releases or articles about the company within the past year.
Intellectual Property and Property Ownership:
Review title insurance for any significant land parcels owned by
the company.
In respect of all material contracts, assess assignability, enforceability, and any breaches.
Additional Agreements and Legal Correspondence:
Obtain copies of franchise, user or license agreements, government licenses and permits, and warranties of products sold.
Review proposed contracts or negotiations and obtain all material consents required for the business.
Litigation and Regulatory Actions Summary:
Provide a current list of all litigation, regulatory proceedings, and investigations involving the Company, with descriptions and statuses.
Describe currently threatened litigation, legal claims, regulatory actions, or other proceedings.
Compliance and Settlements:
Document any currently effective consent decrees, judgments, orders, settlement agreements, and similar agreements to which the Company is a party.
Detail any inquiries from governmental authorities regarding compliance with laws and regulations.
Warranty and Accounting Matters:
Describe any warranty claims made against the Company and the resolution of such claims.
Review any auditors' letters to management regarding internal accounting controls.
OSHA, EPA, and Labor Inquiries:
Summarize all inquiries from OSHA, EPA, EEO, Department of Labor, and other regulatory bodies.