HR Due Diligence Playbook

Involving human resources from the very start, and getting a clear understanding of the company’s culture and people can save you time and money. This template acts as a guide for common HR and cultural diligence requests. Book a playbook demo to explore — schedule a call with us and we will reach out to help you get started.

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Due Diligence

What Tasks does the

HR Due Diligence Playbook

Include

General HR

List of all the executive employees of the company and employees of the company whose total annual compensation is above $300,000.
Basic employee demographics: title, position, salary, age, location, tenure, gender, skills, etc.
HR metrics: headcount, average tenure, turnover, time to fill, etc. -Schedule of any employees suspended (reason, salary implications, and other repercussions)
Performance review schedules and structure.
Review the recruiting and onboarding process, including copies of interview guides or templates and new-hire orientation practices.
Review and evaluate HRIS system/employee database.
Copies of payroll documents for all employees.
Detailed summary of HR and employee-related expenses.
Send out surveys to or interview employees regarding culture and employee engagement.

Human Resources Agreements

Copies of all tax allocation, sharing, or preparation that involve the company.
Copies of contract waivers or collection of any federal, state, local or other taxes.
Copies of all contracts relating to repurchase, redemption, exchanges, conversion or similar transaction.
Copies of all employee contracts and/or employment-at-will doctrine.
Copies of all Confidentiality Statements/Agreements.
Copies of all contracts pertaining to preemptive rights.
All labor contracts, union agreements, and collective bargaining agreements.
Copies of all non-compete contracts.

Benefits

Copies of all employee health insurance plans and policies, including summary of benefit coverages (SBCs) for medical, dental, group life, disability, and accident.
Verify compliance with ERISA.
Collect information on company’s COBRA.
Investigate any other types of nonmonetary compensation (i.e. flexible scheduling, gym memberships, free or discounted food, etc.).
Summary and copies of monetary compensation plan, including base salary, overtime structure, bonuses, commission, and raise schedule.
Summary of bonus or profit-oriented incentive programs and those who have received bonuses, detailing the bonus amount and reason why it was received.
Copies of severance plans and packages.
Detailed summary of all pension plans and/or other retirement plan options.

Human Resources Policies

Copies of Absenteeism and Tardiness Policies.
Copies of Discipline Policy.
Copies of the company’s Code of Ethics and/or Code of Conduct.
Copies of Grievance and Damage Control Policy.
Copies of Safety Policy and practices.
Copies of Media Relations Policy.
Copies of Personal Leave, Maternity Leave, Sick Leave, and Bereavement Policies.
Copies of Third-Party Confidential Information Policy.

Compliance

Summary of litigation or judgments settled within the last 5 years in which the company was involved directly or indirectly.
Summary of all pending or threatened litigation, inquiries or investigation, including copies of a petition or complaint.
Details of all consent decrees, judgments, injunction, other decrees, orders, and/or arbitration findings to which the company is subjected or bound.
List of all employees including those covered by any disability legislature in the company.
History of all sexual harassments accusations, charges, and convictions from the past five years.
Verify compliance with equal employment opportunity and anti-discrimination legislature.
History of Unemployment and Worker’s Compensation claims.
Verify compliance with Fair Labor Standards Act, i.e. minimum wage, child labor, etc. (if U.S. based).
Ensure employee personnel files and Form I-9s (if it is United States-based company) are in compliance with legal standards.

FAQ

What Is Due Diligence?

Due diligence is a critical aspect of any deal that begins very early in the process and can continue right up until closing. During due diligence, the potential buyer asks questions and requests documentation from the seller that helps the buyer understand the target company and its business. These requests are usually general to start and become more specific as the buyer develops a greater understanding of the target. Buyers use the information provided by the seller to evaluate the opportunities and risks associated with the potential transaction. It is important for sellers to stay organized throughout the process. Buyers often submit thorough, detailed request lists that require input from numerous members of the seller’s deal team.

What is a due diligence checklist?

As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.

What Questions Does the Master Due Diligence Questionnaire Include?

Key considerations when using our m&a due diligence template

Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.

Are the requests in the template comprehensive?

No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.

How to use the template with Dealroom

Start 14-day Free Trial of DealRoom and sign-up
Select a Master Due Diligence Template while creating a new room
Start assigning, adding to, and completing due diligence requests with needed documents by uploading them into the built-in virtual data room. The Requests tab is automatically populated with the requests from the due diligence template.

Can I change requests in this checklist or add new?

Every M&A process is different. Downloaders are urged to make these checklists their own by changing the providing information to better fit their needs.

Does this questionnaire provide all the necessary integration information?

This checklist was created by and for M&A professionals. It includes a comprehensive starting point for the integration process. However, every deal is different and may require additional requirements and tasks.

How to use this template with DealRoom?

Start 14-day Free Trial of DealRoom and sign-up
Select an Integration Template while creating a new workspace
Start planning, assigning, adding to, and completing integration tasks. The Requests tab is automatically populated with the tasks from the integration template.

Key considerations when using our m&a due diligence template

Are the requests in the template comprehensive?

How to use the template with Dealroom

Start 14-day Free Trial of DealRoom and sign-up
Select a Master Due Diligence Template while creating a new room
Start assigning, adding to, and completing due diligence requests with needed documents by uploading them into the built-in virtual data room. The Requests tab is automatically populated with the requests from the due diligence template.

HR Due Diligence Playbook

Download now free

This template comes with Single Project plan and above

Automate your process today with this M&A checklist.

Utilizing a checklist is just step one. In order to have a seamless process, M&A checklists need to be utilized with the proper deal workflow tool.

Request a demo to learn how you can turn a checklist into an automated process and workflow with the DealRoom platform. With DealRoom, you can tackle any type of due diligence.

Requests

Documents

Groups

Analytics

Overview

Progress

Timeline

Filter

All Requests

Export

List of all the executive employees of the company and employees of the company whose total annual compensation is above $300,000.
Basic employee demographics: title, position, salary, age, location, tenure, gender, skills, etc.
HR metrics: headcount, average tenure, turnover, time to fill, etc. -Schedule of any employees suspended (reason, salary implications, and other repercussions)
Performance review schedules and structure.
Review the recruiting and onboarding process, including copies of interview guides or templates and new-hire orientation practices.
Review and evaluate HRIS system/employee database.
Copies of payroll documents for all employees.
Detailed summary of HR and employee-related expenses.
Send out surveys to or interview employees regarding culture and employee engagement.

Copies of all tax allocation, sharing, or preparation that involve the company.
Copies of contract waivers or collection of any federal, state, local or other taxes.
Copies of all contracts relating to repurchase, redemption, exchanges, conversion or similar transaction.
Copies of all employee contracts and/or employment-at-will doctrine.
Copies of all Confidentiality Statements/Agreements.
Copies of all contracts pertaining to preemptive rights.
All labor contracts, union agreements, and collective bargaining agreements.
Copies of all non-compete contracts.

Copies of all employee health insurance plans and policies, including summary of benefit coverages (SBCs) for medical, dental, group life, disability, and accident.
Verify compliance with ERISA.
Collect information on company’s COBRA.
Investigate any other types of nonmonetary compensation (i.e. flexible scheduling, gym memberships, free or discounted food, etc.).
Summary and copies of monetary compensation plan, including base salary, overtime structure, bonuses, commission, and raise schedule.
Summary of bonus or profit-oriented incentive programs and those who have received bonuses, detailing the bonus amount and reason why it was received.
Copies of severance plans and packages.
Detailed summary of all pension plans and/or other retirement plan options.

Copies of Absenteeism and Tardiness Policies.
Copies of Discipline Policy.
Copies of the company’s Code of Ethics and/or Code of Conduct.
Copies of Grievance and Damage Control Policy.
Copies of Safety Policy and practices.
Copies of Media Relations Policy.
Copies of Personal Leave, Maternity Leave, Sick Leave, and Bereavement Policies.
Copies of Third-Party Confidential Information Policy.

Summary of litigation or judgments settled within the last 5 years in which the company was involved directly or indirectly.
Summary of all pending or threatened litigation, inquiries or investigation, including copies of a petition or complaint.
Details of all consent decrees, judgments, injunction, other decrees, orders, and/or arbitration findings to which the company is subjected or bound.
List of all employees including those covered by any disability legislature in the company.
History of all sexual harassments accusations, charges, and convictions from the past five years.
Verify compliance with equal employment opportunity and anti-discrimination legislature.
History of Unemployment and Worker’s Compensation claims.
Verify compliance with Fair Labor Standards Act, i.e. minimum wage, child labor, etc. (if U.S. based).
Ensure employee personnel files and Form I-9s (if it is United States-based company) are in compliance with legal standards.

Prepare for your HR due diligence

DealRoom’s human resources due diligence template is designed to help teams have an efficient due diligence process from the beginning. By providing your team with a premade professional diligence checklist, you can get a jump start on fulfilling diligence requests.

The template can act as a guide for common HR diligence requests categories such as general, Human resources agreements, human resources policies, benefits, compliance and more. And when you use a diligence tracker inside DealRoom, everything will be in one centralized space.