Use this checklist to request, track, and review all documents and information needed for a comprehensive legal assessment of the carve-out entity. Adapt the list to local laws and industry specifics.
Corporate and Organizational
- Charter, bylaws, articles of association, and amendments
- Certificates of incorporation and good standing for every legal entity
- Current and historical organizational charts
- Minutes and resolutions of board and shareholder meetings for the past three years
Equity and Securities
- Stock ledgers and registers of members
- Warrants, options, convertible instruments, and shareholder agreements
- Restrictions on transfer, voting trusts, or proxy arrangements
- Regulatory filings related to prior issuances or repurchases
Material Contracts
- Customer agreements generating 5 % or more of annual revenue
- Top 25 supplier, manufacturing, logistics, and distribution contracts
- Joint-venture, partnership, and strategic-alliance agreements
- Non-compete, exclusivity, and most-favoured-nation clauses
Intellectual Property
- Patent, trademark, copyright, and domain-name registries
- IP licences (inbound and outbound) and escrow agreements
- Development, research, and joint-ownership contracts
- Evidence of infringement claims or opposition proceedings
Regulatory and Licensing
- Government permits, approvals, and operating licences
- Correspondence with regulators during the past three years
- Notices of violation, consent decrees, or remediation orders
- Upcoming licence renewals and application deadlines
Litigation and Disputes
- Docket of pending, threatened, or settled litigation
- Arbitration, mediation, and administrative-proceeding files
- Settlement agreements and releases
- Insurance coverage correspondence related to claims
Labor and Employment
- Employee census with roles, grades, and jurisdictions
- Collective-bargaining, works-council, and union agreements
- Standard employment, independent-contractor, and consultancy contracts
- Policies on overtime, leave, harassment, and disciplinary actions
Real Estate and Leases
- Deeds, titles, and survey reports for owned properties
- Facility, office, and equipment leases with amendments
- Zoning confirmations and building-code compliance certificates
- Environmental site assessments and remediation records
Environmental, Health, and Safety
- Permits for emissions, wastewater, and hazardous materials
- Audit reports, inspection notices, and incident logs
- Hazardous-substance storage and transport records
- Contingency and emergency-response plans
Tax
- Federal, state, and local tax returns for the past three years
- Transfer-pricing studies and intercompany-pricing agreements
- Outstanding assessments, audits, or deficiency notices
- Net operating losses, credits, and carry-forward schedules
Insurance
- Schedule of policies with coverage limits and deductibles
- Claims history and loss-run reports for five years
- Broker agreements and certificates of insurance
- Key-man, D&O, cyber, and environmental coverage details
Data Privacy and Cybersecurity
- Data-protection registrations and privacy-impact assessments
- Records of breaches, notifications, and regulator interactions
- Cybersecurity policies, penetration-test reports, and audit findings
- Cross-border data-transfer agreements and consent logs
Compliance and Ethics
- Anti-bribery, sanctions, export-control, and trade-compliance policies
- Whistle-blower reports and investigation summaries
- Code of conduct, training records, and certification logs
- Government-contract compliance documents, if applicable
Intercompany Arrangements
- Service-level agreements, management-fee schedules, and cost-sharing accords
- Intercompany loan agreements, guarantees, and cash-pool documentation
- Intellectual-property sharing or licensing within the corporate group
Transition Services and Post-Closing Obligations
- Draft TSAs with scope, pricing, and service-level terms
- Change-of-control, consent, or novation requirements embedded in contracts
- Obligations surviving closing, such as indemnities or earn-outs
Collecting and organizing these materials early enables rapid risk assessment, smoother negotiations, and fewer surprises during regulatory review and buyer diligence.
