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Due Diligence Report

What is a Due Diligence Report?

A due diligence report is sent as an internal memo to members of the executive team who are evaluating the transaction and is a requirement for closing the deal.

What are the Sections of a Due Diligence Report?

Corporate Records

State of incorporation and in good standing with the state
Capitalization and authorized and issued shares of stock and seller of each subsidiary
Articles of incorporation and bylaws
Copies of all correspondence with shareholders and obtain a shareholder list
Existence of any warrants, options, or other potentially dilutive securities

Financial Information

Copies of financial statements for the past five years that have been audited, including all notes and management’s discussion and analysis
Copies of correspondence between management and auditors
List of federal and state jurisdictions where the seller has filed taxes for the past 5 years
Federal, state, and local tax returns for the past 5 years
All board of directors’ presentations
All internally generated financial models and forecasts

Indebtedness

Investigate indebtedness of seller and subsidiaries, including loan agreements, notes, mortgages, and security agreements
Review correspondence with lenders demonstrating compliance with financial covenants
Order uniform commercial code searches with each subsidiary

Employment and Labor

List and biographies of officers, directors, and employees of a certain level
List of all employees, their job function, department, location, and compensation
Documents detailing any profit sharing, pensions, deferred compensation, stock plans, and other non-salary compensation or benefits
Copies of all employee handbooks, codes of conduct, and policies
Copies of employment, consulting, termination, parachute and indemnity agreements
Pending litigation related to labor and employment law

Real Estate

Address and legal description for all real property
Copies of title issuance policies with respect to real property
Copies of all appraisals
Copies of all studies, site evaluations, and government filings and reports prepared by consultants

Agreements

All agreements entered into by the company and its subsidiaries
All real estate leases
All partnership or joint venture agreements
All marketing, sales, commission, distributor, franchise agreements
All brokerage or investment banker agreements
All customer or client agreements
All licenses and subscriptions
All material contracts not otherwise obtained from this list

Supplier and Customer Information

List of all material customers including dollar and volume of sales
List of all material suppliers including dollar and volume of purchases
Correspondence with customers or suppliers related to complains or disputes

Legal

Copies of each report or document filed with government agencies
Descriptions of all litigation, administrative proceeding, governmental investigations
Copies of all government licenses
Environmental liability assessments and environmental compliance audits

Who Creates a Due Diligence Report?

There can often be many groups involved in preparing the due diligence document. Companies may carry out the analysis internally with their corporate development team, or they may hire external advisers like investment bankers or the Due Diligence Team at an accounting firm.

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