Due Diligence Template

The Master Diligence Checklist is intended to provide an inclusive and wide-ranging list of initial due diligence requests that can be used for any target in any type of transaction.

• Suitable for use in any transaction
• Initial requests solicit general information to provide a broad overview of the target and its business and operations
• Playbooks are customizable to meet the specific circumstances of your deal

Create a Diligence Process that is Efficient for both Buyers and Sellers

Due diligence is an important part of any deal. It allows a buyer or investor to ask questions to learn about a company in order to evaluate a potential transaction or investment. Regardless of whether you are the buyer or seller, it is important to stay organised throughout due diligence process. Buyers need an efficient system to manage their requests and track seller responses. Sellers need an effective way to manage their workflow to ensure they are providing timely and responsive answers to buyer questions. In order to create a smooth and efficient process for all parties, DealRoom has created template due diligence request lists. Sellers can use these templates to get ahead of the game by anticipating buyer requests and preparing a professional, well-organized legal due diligence software. Buyers can save time and money by utilizing the templates to prepare their initial diligence requests.

What Questions Does the Master Due Diligence Questionnaire Include?

Though every deal and every diligence process is different, our templates are intended to cover typical topics and requests that are relevant in most transactions. Our templates include requests in categories such as

• legal
• finance
• commercial
• human resources
• intellectual property
• information technology
• environmental
• health and safety
• tax

Within each category, requests are further broken down into subcategories, including corporate organization, capital structure, material contracts, real estate, customers, suppliers, accounting, and more.

Legal Due Diligence Template

Understanding and conducting the proper legal analysis during integration is essential for completing a successful M&A transaction. This checklist includes the main legal requirements for pre-close and post-close integration such as coordinating negotiations, assisting deal evaluation and monitoring the escrow period. This checklist serves as a guideline and should be customized to fit the specifics of each M&A deal.

• Corporate Organization
• Management
• Capital Structure
• Legal
• Real Estate

Commercial Due Diligence Template

The commercial due diligence template enables teams to accurately evaluate a target company’s commercial attractiveness. The template covers request items for the target company’s internal and external environment. It includes a review of the target company’s business plan and predictions, market research and assessment, competitor and customer base analysis, revenue and gross margin modeling, and more.

• Suppliers
• Marketing
• Commercial Policies
  
• Customers

Financial Due Diligence Template

The following checklist includes the requirements needed to complete financial aspects of integration, both in planning and execution. This checklist includes the main financial obligations tasks needed to ensure that the integration of a target company is adequately conducted, meaning that all financial matters are appropriately considered.

• Accounting
• Finance
• Operations
  
• Insurance

HR Due Diligence Template

The human resource due diligence checklist within typically unearths a wide range of employee interests. This checklist includes information on retirement plans, health insurance, stock purchase plans, severance plans, salaries, titles, and more. This is also where major cultural differences could be discovered and planned accordingly for.

• Human Resources Agreements
• Benefits
• General HR
  
• HR Policies

Intellectual Property Due Diligence Checklist

Intellectual property is one of the major aspects of a company that is bought or transitioned during an M&A deal. Intellectual property creates immense value to the deal, and includes due diligence checking patents, trademarks, and digital domains. Intellectual property due diligence checklists ensure teams understand the quality and quantity of assets, processes, ownership, rights, and more.

• Intellectual Property Registrations
• Intellectual Property Contracts
  
• Intellectual Property Litigation
  
• Intellectual Property Development

Information Technology Due Diligence Template

Understanding and conducting the proper requirements in regards to IT during integration is essential for completing a successful M&A transaction. This checklist includes the main IT requirements and tasks needed to ensure that the integration of a target company is adequately conducted, meaning that all IT matters are sorted for the seamless combination of workforces.

• IT Administration
• IT Security
  

Environmental, Health and Safety (EH&S) Due Diligence Template

An environmental, health, and safety due diligence checklist helps teams assess risks and make environmentally conscious M&A decisions. Whether completing a potential acquirer or an angel investor due diligence checklist, it is important to assess EH&S risks. This list includes information regarding past or present environmental, health or safety liabilities, investigations or citations.

• Environmental
• Health & Safety
  

Tax Due Diligence Template

Companies utilize the extensive information collected during tax due diligence to prove their legality, legitimacy, and viability. This tax due diligence checklist template includes detailed request items such as property taxes, tax assets, audits, returns and any overseas activities.

• Tax Summary
• Returns
  

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.

Key considerations when using our template m&a due diligence checklist

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 illicit general information from the seller that will provide the buyer with a broad overview of the target and its 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 templates 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.  

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