This acquisition of common shares documents request for due diligence template has 7 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our acquisition of common shares documents request for due diligence template:
ACQUISITION OF COMMON SHARES (REQUEST FOR DOCUMENTS FOR DUE DILIGENCE) [DATE] Note: All references to the Company are references to [SPECIFY], a company incorporated under the Companies Act (the "Company"). Provided Herewith To Be Provided None/Not Applicable Organization ( ) ( ) ( ) 1.Provide capitalization and ownership of stock (common and preferred) information, and names of directors and officers of the Company. Please list, if any, subsidiaries or other entities in which the Company has an ownership interest. 2.List all provinces, states or countries in which the Company ( ) ( ) ( ) (a)Is qualified to do business; ( ) ( ) ( ) (b)Currently conducts business operations, either directly or through other parties / representatives. 3.Furnish copies of the following Company organization documents: ( ) ( ) ( ) (a)Articles of incorporation, as amended to date; ( ) ( ) ( ) (b)Bylaws, as amended to date; ( ) ( ) ( ) (c)Business licenses, permits, foreign qualification and other similar authorizations issued in connection with the operation of the business of the Company and its subsidiaries. ( ) ( ) ( ) 4.Furnish copies of minute books, stock books and other permanent corporate records of the Company. ( ) ( ) ( ) 5.Furnish copies of any notices of non-conformity with any applicable laws received by the Company or its subsidiaries and relating to their respective activities. ( ) ( ) ( ) 6.Furnish a description of each director's, officer's and key manager's equity and stock option interests in the Company, and family, financial or other close relationships with other officers, directors, major investors, customers, suppliers, lessors or other affiliated individuals who may be in an apparent personal conflict of interest position. ( ) ( ) ( ) 7.Furnish copies/details of any share option plans, debentures, warrants or other rights to be converted into or to acquire shares or other securities of the Company or its affiliates. ( ) ( ) ( ) 8.Furnish copies/details of any shareholders' agreements for the Company. ( ) ( ) ( ) 9.Furnish copies/details of any voting trust or similar agreements with respect to the shares or other securities of the Company. ( ) ( ) ( ) 10.Furnish copies/details of any registration rights agreements. ( ) ( ) ( ) 11.Furnish copies of any Business Plans or Private Placement Memoranda of the Company prepared within the past [NUMBER] years. ( ) ( ) ( ) 12.Provide copies of all agreements relating to the sale and issuance of the Company's securities. ( ) ( ) ( ) Financial Information 13.Furnish copies of the following financial statements and related information with respect to the Company: (a)Annual financial statements for the last [NUMBER] fiscal years ( ) ( ) ( ) (b)Unaudited financial statements as of the most recent complete month. ( ) ( ) ( ) 14.Identify and describe all (a) contingent liabilities not reflected on the Company's financial statements; (b) monetary reserves established for specific risk situations; (c) disagreements with the Company's accountants or outside auditors concerning the Company's financial reporting during the preceding five years; or (d) any letters from auditors to the Company management regarding internal accounting controls or any aspect of the Company's operations or finances during the last [NUMBER] years. ( ) ( ) ( ) 15.Furnish copies of federal, provincial, municipal and foreign income tax returns of the Company for the last [NUMBER] fiscal years. In addition: ( ) ( ) ( ) (a)Furnish copies of any correspondence pertaining to any tax deficiencies proposed or assessed or of any waivers of any statute of limitations on assessment or collection of any tax which the Company has executed; ( ) ( ) ( ) (b)Identify and describe any pending tax audits and furnish estimated assessments with respect to such audits, including but not limited to, sales tax, income tax, franchise tax, use tax, workers' compensation, and custom and duty audits. ( ) ( ) ( ) 16.Furnish copies of all of the Company's debt securities or instruments, notes, financial or performance guarantees and loan or credit agreements involving the Company, and all mortgages, liens, pledges, indemnifications, security agreements, or other financing statements filed by or against the Company, and charges or encumbrances of any nature whatsoever to which any of the properties or assets of the Company are subject. ( ) ( ) ( ) 17.Provide accounts payable information for the preceding fiscal year and fiscal year to date, including an accounts payable aging list. NOTE: An update of that list will be provided. ( ) ( ) ( ) 18.Provide an accounts receivable aging report and [NUMBER] years analysis of bad debt expense. ( ) ( ) ( ) 19.Provide a fixed asset detail showing original cost, accumulated depreciation, net book value and fair market value. ( ) ( ) ( ) 20.Provide the present fiscal year operating budget and forecast as well as a forecast of operations for the next [NUMBER] fiscal years. ( ) ( ) ( ) 21.Identify and describe all transactions where directors, officers, major investors or other have guaranteed or endorsed any Company obligation, or vice versa. Intellectual Property 22.Furnish copies of: ( ) ( ) ( ) (a)All [COUNTRY] and foreign patents and applications owned by and/or used in the course of business; ( ) ( ) ( ) (b)All registered [COUNTRY], foreign or state trademarks and pending trademark applications owned by and/or used in the course of business; ( ) ( ) ( ) (c)All registered copyrights and pending applications owned by and/or used by the Company in the course of business. ( ) ( ) ( ) (d)All registered business names and pending applications for business names owned by and/or used by the Company in the course of business. ( ) ( ) ( ) 23.Furnish copies of, and identify and describe, all licenses, sublicenses, confidential disclosure, non-competition and other agreements relating to patents, trademarks, copyrights, technical assistance, know-how, inventions, trade secrets and similar intellectual property arrangements to which the Company is a party, including copies of agreements evidencing assignment to the Company of all inventions and other intellectual property rights of past and present employees. ( ) ( ) ( ) 24.Provide full information on any claim of any employee that technology belonging to, or claimed by, such employee has not been transferred to the Company ( ) ( ) ( ) Contracts 25.Furnish copies of all agreements relating to the Company's ownership, lease, lease-back or other acquisition of any real property or items of personal property having a value in excess of [AMOUNT]. ( ) ( ) ( ) 26.Furnish copies of all sales representative, distributor, agency and similar agreements of the Company. Describe all oral agreements of a similar nature. ( ) ( ) ( ) 27.Provide copies of, or identify and describe, all contracts and contractual obligations of the Company, including purchase and sales orders, outstanding bids, proposals and other commitments for the purchase or sale of products, written and oral, other than those involving a contract price of value less than [AMOUNT] and performance of less than one year duration. Include all agreements with clients, customers and governmental entities. NOTE: Additional agreements may be provided. ( ) ( ) ( ) 28.Furnish copies of any development, partnership or joint venture agreements to which the Company is a party. ( ) ( ) ( ) 29.Provide copies of closing binders and any and all documents in respect of important transactions. ( ) ( ) ( ) 30
