Services

Due Diligence
An Investment Service

CAPITAL CONTRIBUTIONS BY PRINCIPALS/ CAPITALIZATION TO DATE:

1.         Document capital expenditures of principals to date.
                        a.         Accounting.
                        b.         Legal.
                        c.         Market research.
                        d.         Acquisitions.
                        e.         Corporate capitalization.
                        f.          Capital contributions.
                        g.         Cost of Goods

 

ORGANIZATION AND GOOD STANDING:

1.       Certified copy of Articles of Incorporation, as amended.
2.       Copies of all amendments to Articles, or Certificates if Incorporation and Bylaws to include all amendments.
3.       Good standing certificate from the Secretary of State of company’s state of incorporation.
4.       Good standing certificate from the Division of Taxation of the state of company’s state of incorporation.
5.       Copies of Minutes of all meetings of the Board of Directors and of the committees of Directors for the last five (5) years.
6.       List and describe all Board of Director actions for the last five (5) years.
7.       Copies of Minutes of all meetings of the shareholders for the last five (5) years.
8.       List and describe all shareholder actions for the last five (5) years.
9.       List and describe all Partnership and joint venture affiliations.
10.   Copies of any and all other documents, corporate authorities, common certificates and legal opinions as may be required for the closing transaction.

CAPITALIZATION AND SHAREHOLDERS:

1.       Copy of stock register.
2.       List of all private, preferred and common shareholders.
3.       List of all Option and Warrant holders.
4.       Evidence of payment/issuance of stock.
5.       Copy of form of stock certificate for each class and series of stock.
6.       Copies of Options.
7.       Copies of Warrants.
8.       Stock transfer documentation.
9.       Trust agreements and/or similar documents if shares are held in a fiduciary or entity capacity.
10.   List all Powers of Attorney documents.
11.   List all stock escrow accounts.
12.   List and provide copies of all Proxies.

 

SHAREHOLDER AGREEMENTS:

1.       Copies of all Founder’s stock purchase agreements.
2.       Copies of all Common stock purchase agreements.
3.       Copies of all Preferred stock purchase agreements.
4.       Copies of Registration of rights agreements.
5.       Copies of all Voting agreements.
6.       Copies of al Co-sale agreements.
7.       Copies of all Redemption agreements.
8.       Copies of all Buy/Sale agreements or other restrictive transfer agreements.
9.       Copies of all Preemptive rights agreements.

CONCEPT PAPER, BUSINESS PLAN AND FINANCIAL STATEMENTS:

1.       Executive Summary or Concept Paper.
2.       Copy of current Business Plan, and all amendments to date.
3.       Three (3) years of financial statements, including most recent financial statement.
4.       One (1), three (3), and five (5) year financial projections.

TAX MATTERS:

1.       Copies of all Federal, state and local tax returns for last three (3) years for company.
2.       Copies of all Federal, state tax returns for all principals, and registers agents of company.
3.       Copies of all correspondence to and from tax authorities for both company and principals and registered agents.
4.       List and copies of all any tax delinquencies and/or penalties and explanations thereof for company, principals and registered agents.

EMPLOYEES:

1.       Employee agreements (for current and former key employees for the last five (5) years.
2.       Proprietary information agreements (for current and former employees).
3.       Consulting agreements.
4.       Stock option plans and stock purchase agreements.
5.       Stock purchase plans and stock purchase agreements.
6.       Fringe benefit plans.
7.       Retirement/Severance Plans.
8.       Union agreements.

INSURANCE:

1.       Copies of Key Man insurance policies.
2.       Copies of Workers Compensation policies.
3.       Product Liability Insurance policies.

PATENT/TRADE MARKS/COPY RIGHTS/LICENSES:

1.       Copies of opinions of counsel regarding enforceability.
2.       Copies of Technology Licensing agreements.
3.       A Patent list and Patent analysis.
4.       A trademark, trade name and service mark list.
5.       Copyright list.
6.       Copies of all correspondence relating to patent, trademark or copyright infringement for the past five (5) years.

 

AGREEMENTS WITH CREDITORS:

1.       List and describe any and all loan agreements (bank loans, bridge loan agreements, etc.).
2.       Copies of documentation relating to loans made between the company and its Directors, officers, employees, or principal shareholders.
3.       Copies of all Promissory Notes.
4.       Copies of all Loan Guarantees.
5.       Copies  of all Stock Pledge Agreements.
6.       Copies of all Security Agreements.

LITIGATION:

1.       A list of all pending or threatened litigation, arbitration, administrative actions or other adjudicative proceedings.
2.       All documentation relating to pending or threatened actions.
3.       Settlement Agreements for the past five (5) years.
4.       Orders and Judgments for the past five (5) years.
5.       Consent decree and injunctions for the past five (5) years.

PROPERTIES:

1.       Title Insurance Policies issued within the past two (2) years.
2.       Title and/or abstract reports and title opinions done within the past two (2) years.
3.       Insurance policies (hazard, casualty and liability) presently in effect.
4.       Leases and sub-leases presently in effect.

AUTHORIZATIONS:

1.       Copies of all authorizations issued by the Board of Directors for the past three (3) years.
2.       Copies of Shareholders authorization required by Articles or Certificate of Incorporation.
3.       Copies of Shareholders authorization required by specific agreements.
4.       Copies of Creditor Authorizations.
5.       Copies of Lease Authorizations.
6.       Copies of Material Contract Authorizations.
7.       Corporate authority and certificate of vote for this agreement.

CONTRACTS:

  1. Copies of  Manufacturer and Supplier Contracts
  2. Copies of Facilities Contracts
  3. Copies of Employee Contracts

 

CUSTOMERS:

  1. Copies of  Customers pending purchase orders
  2. Copies of Invoices, current, past due, and pending
  3. Copies of Letters of Intent from Customers

 

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