Legal Due Diligence

     Legal due diligence is a comprehensive appraisal of a target company or asset by a prospective buyer to identify legal risks and issues           before a transaction. It is crucial in mergers and acquisitions (M&A), investment decisions, real estate transactions, and various other               business activities. The process ensures that the buyer understands all legal obligations and liabilities associated with the transaction,             thereby making informed decisions and negotiating favorable terms.

      Key areas where we provide due diligence

      Corporate Structure and Governance

  • Organizational Documents: Review articles of incorporation, bylaws, and shareholder agreements.
  • Ownership Records: Verify equity structure, share issuances, and ownership stakes.
  • Board Minutes and Resolutions: Assess board decisions, governance practices, and corporate actions.

       Contracts and Agreements

  • Material Contracts: Evaluate significant agreements such as supply, distribution, and customer contracts.
  • Employment and Labor Agreements: Review employment contracts, collective bargaining agreements, and benefits.
  • Intellectual Property (IP) Licenses: Assess IP ownership, licensing agreements, and potential infringements.
  • Leases and Real Estate: Examine property leases, deeds, and zoning compliance.       

       Regulatory Compliance

  • Permits and Licenses: Verify that all necessary permits and licenses are in place and up to date.
  • Regulatory Filings: Review filings with government agencies and compliance with industry regulations.
  • Environmental Compliance: Assess adherence to environmental laws and potential liabilities.

       Litigation and Disputes

  • Current and Pending Litigation: Investigate ongoing and potential legal disputes or claims.
  • Historical Litigation: Analyze past litigation to understand any recurring issues or patterns.
  • Settlement Agreements: Review the terms and impact of any settled disputes.

       Intellectual Property (IP)

  • Patents, Trademarks, and Copyrights: Verify ownership, validity, and protection of IP assets.
  • Trade Secrets: Evaluate the measures in place to protect trade secrets and confidential information.
  • IP Infringements: Identify any claims of IP infringement or potential risks of future claims.

       Financial Obligations and Liabilities

  • Debt and Financing Agreements: Review loan agreements, credit facilities, and security interests.
  • Contingent Liabilities: Assess potential liabilities not recorded on the balance sheet.
  • Tax Liabilities: Examine tax filings, compliance, and any outstanding tax issues.

      Operational and Business Considerations

  • Key Assets: Verify ownership and condition of critical assets such as machinery, inventory, and technology.
  • Customer and Supplier Relationships: Evaluate the stability and terms of relationships with key customers and suppliers.
  • Insurance Coverage: Review insurance policies and coverage adequacy.

      Employee Matters

  • Employment Policies: Assess compliance with labor laws, employee handbooks, and internal policies.
  • Benefits and Pensions: Review employee benefit plans and pension liabilities.
  • Workplace Safety: Ensure compliance with occupational health and safety regulations.

 

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