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 or persons closely connected to them party to or interested in or entitled to any contracts, loans, intellectual property rights, assets, competitive business or claims of, to, by, against or used by target?
Main contracts
Copies of all manufacturing joint venture, partnership, agency, distributorship, licensing, supply, franchising, out-sourcing agreements and standard contracts for sale of goods/supply of services
Is target solvent? Are any insolvency proceedings pending?
Details of all major customers and suppliers:
Any adverse change in relationships?
Copies of all contracts relating to target’s sale/purchase of companies/business/assets in last six years
Copies of loan/credit agreements and related security/guarantee documentation
Bank account details and mandates:
Does the acquisition require bank’s consent?
Details of any major option or right exercisable on change of control of target
Detail of non-compliance with any contracts
Is target a party to any non-arm’s-length arrangement?
Has target given a guarantee or indemnity of any third party’s obligations?
Are any of target’s contracts subject to avoidance under insolvency legislation?
Any contracts dependent on compliance with British Standards or other special accreditations?
Accounts/financial position
Audited accounts for last three years
Any management/internal accounts prepared subsequently
Other documents relating to the financial/trading position of the target since last accounting date:
Accountants’ report?
Any material adverse change since date of audited accounts?
Any bad or doubtful debts?
Are stocks adequate, excessive, unusable, etc.?
Is target’s plant and equipment in good condition/does it need replacing?
Has target received any grant?
Is this liable to repayment?
Can it be forfeited?
Any expenses borne by target other than for the benefit of target?
Property
Schedule of properties
Purchaser to investigate title or vendor’s solicitors to issue certificate of title?
Copies of all deeds and other documents necessary to prove good title
Copies of all insurance policies
Details of any mortgages, charges, leases, tenancies, options, licences, restrictive covenants, easements or other restrictions or rights affecting the properties
Details of all property outgoings
Details of any disputes with adjoining owners (actual or pending)