Up-to-date constitutional document

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?

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

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

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?

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

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?

Any expenses borne by target other than for the benefit of target?

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)

Surveyors’ reports?

Planning/use restrictions?

Necessary planning permissions/building regulation approvals obtained?

Special risks (e.g. mines, flooding, subsidence, landfill, common land, asbestos, deleterious materials, environmental etc)

Any contingent liabilities under previously assigned leases?

Copies of all standard terms and conditions of employment and details of material deviations

Identify key employees

Details of all directors’ service agreements (in particular salaries, notice periods, restrictive covenants and ‘parachute’ provisions)

Details of any bonus/profit sharing/option schemes for directors/employees

Identify all existing and potential employee claims against target

Details of all pension schemes (including actuarial valuations)

Identify all registered IPRs and conduct necessary searches (i.e. Trade Marks Registry, Patents Office)

Identify all material unregistered IPRs

Particulars of any licence agreement granted by or to a third party

Details of any IPR-related disputes (actual or prospective)

Particulars of all confidentiality agreements to which the target is a party

Does target trade under any name other than its full corporate name?

Is the processing of any of target’s data under the control of any third party?

Do target’s computer systems have adequate capacity for the foreseeable future?

What disaster recovery plans are in place?

Is any third-party software subject to appropriate escrow agreements?

Has target suffered any material breakdowns in respect of its computer systems?

Does target have adequate backup, security and anti-virus protection?

Is target properly licensed to use the software it actually uses?

Is any of target’s software subject to a ‘time stamp’ or ‘logic bomb’ or ‘date field’ or similar restrictions?

Details for the last six years of all target/target group tax returns and any prior years still open

Any intragroup transfer of capital assets in last six years?

Any tax liabilities incurred since date of last audited accounts other than in the ordinary course of trading?

Any other relevant insurance arrangements (product liability/recall, etc)?

Any current claims under insurance policies?

Particulars of any other existing or threatened litigation or claims

Contingent liabilities (e.g. product liability, guarantees, maintenance obligation, product returns, liabilities under customer incentives, etc)

Overseas subsidiaries: what overseas advice is required? What governmental or tax consents are required?