Transactions

Legal Due Diligence: What to Organize Before a Transaction

A business-oriented checklist for preparing corporate, contract, employment, IP, regulatory and dispute information before legal diligence.

General information only. This guide does not provide legal advice and does not replace advice from appropriately licensed counsel for the applicable jurisdiction and matter.

Build the entity record

Start with ownership, constitutional documents, governance records, subsidiaries and authority to enter the transaction.

Map material agreements

Identify customer, supplier, financing, distribution, licensing, property and other agreements that can affect value, transferability or closing.

Change-of-control clauses
Consent requirements
Termination rights
Exclusivity and restrictions
Guarantees and security

Separate legal issues from business decisions

Counsel can identify legal risks and requirements; management still needs to decide how those risks affect valuation, deal structure, conditions and integration planning.

Create an issue-to-action register

Each material finding should connect to an owner and an action: clarify, remediate, disclose, price, insure, condition, restructure or accept.

Need counsel for a real matter?

Start with the objective, practice area, industry and jurisdiction. LEXGATEWAY can structure the matter and determine whether an appropriate independent-counsel pathway is available.

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