Private Company Due Diligence Playbook

The private company diligence playbook provides a framework of initial due diligence requests.

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Private Company Due Diligence Playbook

The private company diligence playbook provides a framework of initial due diligence requests.

Download Template
Start Due Diligence With DealRoom
Start Integration With DealRoom

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What Tasks does the 

Private Company Due Diligence Playbook

 Include

The Group Companies

  • Group Structure
  • Legal structure of the Group being acquired (chart)
  • List of Group Companies’ names, share capital amounts and registered offices/main places of business (indicate if any Group Company is dormant or in a dissolution/liquidation process)
  • Copies of all corporate intercompany Group agreements (e.g. domination and/or profit and loss transfer agreements) and of all shareholders’ resolutions related thereto
  • The Companies
  • Copies of excerpts of the commercial/company register (historical excerpts) and (to the extent not yet entered in the commercial register) filings with the commercial/company registry for each Group Company and its legal predecessors
  • Copies of articles of association/bye-laws for each Group Company
  • Copies of shareholder agreements (from foundation)
  • List of branches and places of business wherever they are located
  • List of shareholding interests or other investments in equity of other companies, partnerships or entities
  • Description of the activities of each Group Company and of each Business within the Group
  • Copies of all documents relating to changes in the corporate structure of each Group Company (and its legal predecessors) since three years (as of the date of effectiveness of the relevant change)
  • Shareholders and Shares
  • List of holders (together with details of the beneficial owners, if different) of the shares of each Group Company (including name and address), with details of the shares held (or owned) or respectively a copy of the shareholders’ register
  • Copies of all deeds of incorporation for each Group Company
  • Copies of all documents evidencing the chain of title from the date of incorporation of each Group Company up to the current shareholders (all documents relating to any increase of share capital as well as all transfer documents)

Bank & Financial Liabilities

  • General description of the Group’s banking arrangements and list of loans and security interest
  • Copies of existing agreements regarding loans granted to Group Companies by third parties
  • Copies of existing agreements regarding loans granted to third parties by Group Companies
  • Copies or details (if copies are unavailable) of existing intra-Group borrowings
  • Copies of pledges, charges, security assignments and other security interests given by Group Companies to lenders or other third parties
  • Copies of guarantees/letters of comfort given by any Group Company in favour of third parties or another Group Company
  • Copies of guarantees/letters of comfort given by a third party (including the Seller and the companies or businesses being retained by the Seller) in respect of any obligations or liabilities of any Group Company
  • Copies of leasing/hire purchase/conditional sale/factoring agreements and other means of financing of the Group (including off-balance sheet financing)
  • Details of investment grants, other grants or subsidies given to the Group and copies of the respective official notifications/contracts
  • Details of change of control provisions in financing contracts to which the Group is a party
  • Copies of existing bonding agreements
  • Any other material contingent liabilities of Group Companies
  • Details and copies of any derivative financial instruments (including swaps, hedging, fx-transactions) to which the Group is a party

Real Property & Other Assets

  • List of real property occupied or used by a Group Company
  • List of real property owned by a Group Company
  • Copies of all documents evidencing the real property rights of the Group Companies (i.e. up-to-date extracts from the Land Register and/or the Register of Heritage Building Rights) together with copies of any documents constituting restrictions or limitations on title (i.e. mortgages, encumbrances and liens)
  • List of real property leased to a Group Company as lessee
  • Copies of all lease agreements with a Group Company as lessee (of real property and all other material fixed assets)
  • List of real property leased by a Group Company as lessor
  • Copies of all lease agreements with a Group Company as lessor (of real property and all other material fixed assets)
  • Copies of site plans and official maps of all real property owned or leased by a Group Company
  • Copies of all reports on, and all appraisals and valuations of, the Group’s real property carried out by external advisers within the last three years
  • Details of other principal assets (other than real property or intellectual property) owned or used by the Group, including
  • Technical equipment, plant and machinery;
  • Investments
  • Goodwill
  • Other principal assets
  • Details of age, maintenance policy and expected life of technical equipment, plant and machinery
  • Details of level, condition and turnover of stocks
  • Details of debtors, age of receivables and recovery record

Intellectual Property

  • For the purpose of this paragraph, “IP” means all intellectual property rights including utility models, registered design patents (industrial design and typographical faces), trade marks and other signs (in particular trade marks, trade designations – company symbols and titles of work –, domain names, logos, get-up), patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights, know-how and other confidential information and all other similar rights in any part of the world, including (where such rights are obtained or enhanced by registration), any registration of such rights and applications and rights to apply for such registrations
  • Description of all IP used or created by the Group indicating the countries in which the IP subsists and details of any registration and applications and any matters likely to affect its register ability or enforceability; respective documents (patents, with patent specifications i.e. “Patentschriften” and patent registrations, trademark registrations, extracts of the Commercial Register, utility models and design patents
  • Details of the owner of the IP (if owned by the Group, state whether acquired or developed in-house)
  • Where the IP belongs solely or also partially to third parties, copies of any licence or copies/details of any other arrangement under which it is used by the Group
  • Where the IP is not used exclusively in the business of the Group, details of the circumstances in which it is used and by whom and copies of any licences
  • Copies of IP licences granted by the Group to third parties
  • Copies of research and development agreements to which the Group is a party
  • List of inventions and technical proposals of improvement by employees of the Group including details of claims for compensation already made/likely to be made and the likely value of any pay-outs; list of inventors (names), information about the operational practice (formal notification proceeding/formal acceptance proceeding), time of notification by employee, confirmation of notification, time of acceptance of the invention (and respective copies)
  • Description of all computer systems (meaning computer software and hardware, including peripherals and data and voice communications equipment and facilities) used or created by the Group, within the last three years (“Computer Systems”), including details of site and purpose of operation
  • Details of hardware and software comprised in the Computer Systems, stating in each case whether owned by the Group, licensed or leased to the Group, and whether used exclusively by and in relation to the business of the Group, and copies of any licences and other arrangements

Contracts

  • Copies of all material supply agreements to which the Group is a party, including payment terms
  • Copies of all material distribution, agency, commission, franchise or similar agreements to which the Group is a party
  • Copies of all material sub-contracting arrangements, consulting agreements and outsourcing agreements to which the Group is a party
  • Copies of all joint venture, partnership or other profit sharing arrangements to which the Group is a party
  • Copies of all general purchase and/or sales Terms and Conditions and any other general terms used in the business of the Group as well as details regarding their implementation
  • Copies of all other material agreements to which the Group is a party, within the ordinary course of business of the Group
  • List of contracts to which the Group is a party which may be affected by a transaction, including contracts which will require notice or consent, and contracts which will become terminable, as a result of the acquisition, excluding licences, agreements and arrangements referred to in 4 above
  • Copies of contracts, including any guarantees, which involve (i) the business of the Group and (ii) the Seller and/or the companies/businesses being retained by the Seller
  • Copies of intra-Group contracts
  • Copies of contracts to which the Group is a party for the acquisition or divestiture of business/assets/ shares for the last 3 years, giving details of any outstanding liabilities
  • Copies of contracts to which the Group is a party which provide for long term, onerous or otherwise unusual terms or are not on an arm’s-length basis or are of a loss-making nature
  • Copies of any other contract to which the Group is a party outside the ordinary course of business of the Group
  • Information concerning any agreements whose terms prohibited, by reason of confidentiality or otherwise, disclosure to third parties
  • Copies of intra-Group agreements, including sale and service agreements, which might affect the results of the Group (including contracts at a discount to the Group’s normal trading practices)
  • Copies of all agreements made or proposed in respect to prospective investments of the Group

Employees & Employee Benefits

  • Personal identifiers such as individuals’ names should be removed from the information provided under this paragraph, except where the identity of the individual is obvious or of material importance
  • Key employee information for each location (Separate display for management and other key employees with a yearly base salary exceeding EUR 70.000)
  • Total number of employees, headcount and full time equivalent; number of employees with dormant employment relation or who are sent abroad or to a group member, function, age, date of entry in the company;
  • Number of employees with special statutory protection from dismissal, broken down into the respective categories of protection, including but not limited to, employees with disabilities or treated as equivalent; pregnant employees; employees on parental leave (Elternzeit) - including scheduled date of return; employees in military or civil service; works council members; employees whose routine dismissal has been excluded by contract or collective agreement;
  • List of employees where the notice required from the employer exceeds six months to the end of a month;
  • Number of employees with fixed term contracts, indicating length of original term and length and number of renewals, original commencement and expiration dates, reason for the fixed term;
  • Number of employees with a pre-retirement part time arrangement (Altersteilzeitvereinbarung), indicating the commencement and expiration dates as well as the number of weekly working hours or the commencement date of the inactive phase (“Freistellung”); value of the acquired pre-retirement part time credit (“Altersteilzeitguthaben”) and information about insolvency securites;
  • List of employees whose employment has been terminated (aufgelöst) during the last three years or is intended to be terminated, including their respective date of birth, reason for termination, copy of termination agreement, indication if any and to which amount claims arising from such agreements have not been settled.
  • Copies of the service/employment agreements and related agreements of all management members (Geschäftsführer, Vorstände) and key employees (employees earning more than EUR 70.000 annual base salary), including all agreements or promises in respect of remuneration (e.g. bonus-arrangements or bonus policies, stock options, commissions), change of control agreements, confidentiality- and non-competition arrangements
  • Copies of standard employment contracts (currently and previously used – in a chronological order)

Compliance

  • Copies of any licences, consents, permits, authorisations and registrations from or with statutory or regulatory bodies necessary for the operations of the Group and of any applications therefore
  • Copies of any special arrangements, understandings and commitments agreed by the Group with statutory or regulatory bodies
  • Copies of any relevant order, judgement or decree imposing any liability or restriction on the Group
  • Details of circumstances which could cause the authorities to revoke any licences, consents, permits, authorisations or registrations relevant for the Group or to refuse the grant or renewal of any licences, consents, permits, authorisations and registrations
  • Description of liabilities of the Group resulting from violations of applicable law and governmental regulations
  • Details of any existing or threatened inquiries, investigations or disciplinary proceedings by statutory or regulatory bodies against the Group
  • Details of any known breaches of laws and regulations for which the Group is liable
  • Copies of the latest reports of the social insurance for occupational accidents of the Group
  • Description of goods the export of which either due to classification and/or due to the destination/customer requires an export authorisation; description of export control organisation and export control compliance management.

Environment

  • Copies of any environmental licences, consents, permits, authorisations and registrations from or with statutory or regulatory bodies necessary for the operations of the Group and of any applications therefore
  • Copies of any special arrangements, understandings and commitments agreed by the Group with statutory or regulatory bodies
  • Copies of any relevant order, judgement or decree imposing any liability or restriction on the Group
  • Details of any non-compliance with applicable regulations or environmental permits, in particular description of any circumstances which could cause the authorities to revoke any environmental licences, consents, permits, authorisations or registrations necessary for the operations of the Group or to refuse the grant or renewal of any environmental licences, consents, permits, authorisations and registrations
  • Copies of environmental audit reports in the last three years
  • Details of any known or suspected environmental problems or potential liabilities at or near any properties in which any member of the Group has or has had an interest or arising from the past or on-going activities of any member of the Group, including:
  • Substances buried underground;
  • Spillage or leakage;
  • Potential water pollution; or
  • Health hazards to employees/the public
  • Details of any manufacturing or other process or activity or materials currently or formerly carried on or used by the Group (whether at the current properties owned or used by the Group or elsewhere) which may be environmentally sensitive
  • Details of any existing or proposed legislative, regulatory, or permit requirements likely to require material capital expenditure to be incurred or to require any operation or process to be materially altered temporarily or permanently closed
  • Details of any existing or threatened investigation, litigation or other dispute resolution proceedings, whether civil, criminal or regulatory, against any member of the Group relating to environmental matters or any circumstances which might give rise to such investigations, litigation or proceedings
  • Copies of any special arrangements, understandings and commitments agreed by the shareholders

Tax Issues

  • Background Information (e.g. responsible tax offices)
  • Tax returns/assessments after the last tax audit; copies of last tax audit(s)
  • Social insurance paid tax by country
  • Profit tax paid by country
  • Property tax paid by country

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?

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 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

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.

Private Company Due Diligence Playbook

The private company diligence playbook provides a framework of initial due diligence requests.

Due diligence can be challenging

In order to execute M&A transactions in today’s environment, organizations need to understand the right questions to ask, all while preventing hundreds of diligence-related emails, back-and-forth Excel sheets, and information silos.

This is why we built DealRoom. Our due diligence solution will transform your diligence process into one efficient workflow.

Start trial with this playbook

Prepare for your due diligence

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

The template can act as a guide for common diligence requests categories such as the group companies, bank & financial liabilities, real property and other assets, intellectual property, employees and employee benefits and more. And when you use a diligence tracker inside DealRoom, everything will be in one centralized space.

Project Tristan
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Groups
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  • Group Structure
  • Legal structure of the Group being acquired (chart)
  • List of Group Companies’ names, share capital amounts and registered offices/main places of business (indicate if any Group Company is dormant or in a dissolution/liquidation process)
  • Copies of all corporate intercompany Group agreements (e.g. domination and/or profit and loss transfer agreements) and of all shareholders’ resolutions related thereto
  • The Companies
  • Copies of excerpts of the commercial/company register (historical excerpts) and (to the extent not yet entered in the commercial register) filings with the commercial/company registry for each Group Company and its legal predecessors
  • Copies of articles of association/bye-laws for each Group Company
  • Copies of shareholder agreements (from foundation)
  • List of branches and places of business wherever they are located
  • List of shareholding interests or other investments in equity of other companies, partnerships or entities
  • Description of the activities of each Group Company and of each Business within the Group
  • Copies of all documents relating to changes in the corporate structure of each Group Company (and its legal predecessors) since three years (as of the date of effectiveness of the relevant change)
  • Shareholders and Shares
  • List of holders (together with details of the beneficial owners, if different) of the shares of each Group Company (including name and address), with details of the shares held (or owned) or respectively a copy of the shareholders’ register
  • Copies of all deeds of incorporation for each Group Company
  • Copies of all documents evidencing the chain of title from the date of incorporation of each Group Company up to the current shareholders (all documents relating to any increase of share capital as well as all transfer documents)
  • General description of the Group’s banking arrangements and list of loans and security interest
  • Copies of existing agreements regarding loans granted to Group Companies by third parties
  • Copies of existing agreements regarding loans granted to third parties by Group Companies
  • Copies or details (if copies are unavailable) of existing intra-Group borrowings
  • Copies of pledges, charges, security assignments and other security interests given by Group Companies to lenders or other third parties
  • Copies of guarantees/letters of comfort given by any Group Company in favour of third parties or another Group Company
  • Copies of guarantees/letters of comfort given by a third party (including the Seller and the companies or businesses being retained by the Seller) in respect of any obligations or liabilities of any Group Company
  • Copies of leasing/hire purchase/conditional sale/factoring agreements and other means of financing of the Group (including off-balance sheet financing)
  • Details of investment grants, other grants or subsidies given to the Group and copies of the respective official notifications/contracts
  • Details of change of control provisions in financing contracts to which the Group is a party
  • Copies of existing bonding agreements
  • Any other material contingent liabilities of Group Companies
  • Details and copies of any derivative financial instruments (including swaps, hedging, fx-transactions) to which the Group is a party
  • List of real property occupied or used by a Group Company
  • List of real property owned by a Group Company
  • Copies of all documents evidencing the real property rights of the Group Companies (i.e. up-to-date extracts from the Land Register and/or the Register of Heritage Building Rights) together with copies of any documents constituting restrictions or limitations on title (i.e. mortgages, encumbrances and liens)
  • List of real property leased to a Group Company as lessee
  • Copies of all lease agreements with a Group Company as lessee (of real property and all other material fixed assets)
  • List of real property leased by a Group Company as lessor
  • Copies of all lease agreements with a Group Company as lessor (of real property and all other material fixed assets)
  • Copies of site plans and official maps of all real property owned or leased by a Group Company
  • Copies of all reports on, and all appraisals and valuations of, the Group’s real property carried out by external advisers within the last three years
  • Details of other principal assets (other than real property or intellectual property) owned or used by the Group, including
  • Technical equipment, plant and machinery;
  • Investments
  • Goodwill
  • Other principal assets
  • Details of age, maintenance policy and expected life of technical equipment, plant and machinery
  • Details of level, condition and turnover of stocks
  • Details of debtors, age of receivables and recovery record
  • For the purpose of this paragraph, “IP” means all intellectual property rights including utility models, registered design patents (industrial design and typographical faces), trade marks and other signs (in particular trade marks, trade designations – company symbols and titles of work –, domain names, logos, get-up), patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights, know-how and other confidential information and all other similar rights in any part of the world, including (where such rights are obtained or enhanced by registration), any registration of such rights and applications and rights to apply for such registrations
  • Description of all IP used or created by the Group indicating the countries in which the IP subsists and details of any registration and applications and any matters likely to affect its register ability or enforceability; respective documents (patents, with patent specifications i.e. “Patentschriften” and patent registrations, trademark registrations, extracts of the Commercial Register, utility models and design patents
  • Details of the owner of the IP (if owned by the Group, state whether acquired or developed in-house)
  • Where the IP belongs solely or also partially to third parties, copies of any licence or copies/details of any other arrangement under which it is used by the Group
  • Where the IP is not used exclusively in the business of the Group, details of the circumstances in which it is used and by whom and copies of any licences
  • Copies of IP licences granted by the Group to third parties
  • Copies of research and development agreements to which the Group is a party
  • List of inventions and technical proposals of improvement by employees of the Group including details of claims for compensation already made/likely to be made and the likely value of any pay-outs; list of inventors (names), information about the operational practice (formal notification proceeding/formal acceptance proceeding), time of notification by employee, confirmation of notification, time of acceptance of the invention (and respective copies)
  • Description of all computer systems (meaning computer software and hardware, including peripherals and data and voice communications equipment and facilities) used or created by the Group, within the last three years (“Computer Systems”), including details of site and purpose of operation
  • Details of hardware and software comprised in the Computer Systems, stating in each case whether owned by the Group, licensed or leased to the Group, and whether used exclusively by and in relation to the business of the Group, and copies of any licences and other arrangements
  • Copies of all material supply agreements to which the Group is a party, including payment terms
  • Copies of all material distribution, agency, commission, franchise or similar agreements to which the Group is a party
  • Copies of all material sub-contracting arrangements, consulting agreements and outsourcing agreements to which the Group is a party
  • Copies of all joint venture, partnership or other profit sharing arrangements to which the Group is a party
  • Copies of all general purchase and/or sales Terms and Conditions and any other general terms used in the business of the Group as well as details regarding their implementation
  • Copies of all other material agreements to which the Group is a party, within the ordinary course of business of the Group
  • List of contracts to which the Group is a party which may be affected by a transaction, including contracts which will require notice or consent, and contracts which will become terminable, as a result of the acquisition, excluding licences, agreements and arrangements referred to in 4 above
  • Copies of contracts, including any guarantees, which involve (i) the business of the Group and (ii) the Seller and/or the companies/businesses being retained by the Seller
  • Copies of intra-Group contracts
  • Copies of contracts to which the Group is a party for the acquisition or divestiture of business/assets/ shares for the last 3 years, giving details of any outstanding liabilities
  • Copies of contracts to which the Group is a party which provide for long term, onerous or otherwise unusual terms or are not on an arm’s-length basis or are of a loss-making nature
  • Copies of any other contract to which the Group is a party outside the ordinary course of business of the Group
  • Information concerning any agreements whose terms prohibited, by reason of confidentiality or otherwise, disclosure to third parties
  • Copies of intra-Group agreements, including sale and service agreements, which might affect the results of the Group (including contracts at a discount to the Group’s normal trading practices)
  • Copies of all agreements made or proposed in respect to prospective investments of the Group
  • Personal identifiers such as individuals’ names should be removed from the information provided under this paragraph, except where the identity of the individual is obvious or of material importance
  • Key employee information for each location (Separate display for management and other key employees with a yearly base salary exceeding EUR 70.000)
  • Total number of employees, headcount and full time equivalent; number of employees with dormant employment relation or who are sent abroad or to a group member, function, age, date of entry in the company;
  • Number of employees with special statutory protection from dismissal, broken down into the respective categories of protection, including but not limited to, employees with disabilities or treated as equivalent; pregnant employees; employees on parental leave (Elternzeit) - including scheduled date of return; employees in military or civil service; works council members; employees whose routine dismissal has been excluded by contract or collective agreement;
  • List of employees where the notice required from the employer exceeds six months to the end of a month;
  • Number of employees with fixed term contracts, indicating length of original term and length and number of renewals, original commencement and expiration dates, reason for the fixed term;
  • Number of employees with a pre-retirement part time arrangement (Altersteilzeitvereinbarung), indicating the commencement and expiration dates as well as the number of weekly working hours or the commencement date of the inactive phase (“Freistellung”); value of the acquired pre-retirement part time credit (“Altersteilzeitguthaben”) and information about insolvency securites;
  • List of employees whose employment has been terminated (aufgelöst) during the last three years or is intended to be terminated, including their respective date of birth, reason for termination, copy of termination agreement, indication if any and to which amount claims arising from such agreements have not been settled.
  • Copies of the service/employment agreements and related agreements of all management members (Geschäftsführer, Vorstände) and key employees (employees earning more than EUR 70.000 annual base salary), including all agreements or promises in respect of remuneration (e.g. bonus-arrangements or bonus policies, stock options, commissions), change of control agreements, confidentiality- and non-competition arrangements
  • Copies of standard employment contracts (currently and previously used – in a chronological order)
  • Copies of any licences, consents, permits, authorisations and registrations from or with statutory or regulatory bodies necessary for the operations of the Group and of any applications therefore
  • Copies of any special arrangements, understandings and commitments agreed by the Group with statutory or regulatory bodies
  • Copies of any relevant order, judgement or decree imposing any liability or restriction on the Group
  • Details of circumstances which could cause the authorities to revoke any licences, consents, permits, authorisations or registrations relevant for the Group or to refuse the grant or renewal of any licences, consents, permits, authorisations and registrations
  • Description of liabilities of the Group resulting from violations of applicable law and governmental regulations
  • Details of any existing or threatened inquiries, investigations or disciplinary proceedings by statutory or regulatory bodies against the Group
  • Details of any known breaches of laws and regulations for which the Group is liable
  • Copies of the latest reports of the social insurance for occupational accidents of the Group
  • Description of goods the export of which either due to classification and/or due to the destination/customer requires an export authorisation; description of export control organisation and export control compliance management.
  • Copies of any environmental licences, consents, permits, authorisations and registrations from or with statutory or regulatory bodies necessary for the operations of the Group and of any applications therefore
  • Copies of any special arrangements, understandings and commitments agreed by the Group with statutory or regulatory bodies
  • Copies of any relevant order, judgement or decree imposing any liability or restriction on the Group
  • Details of any non-compliance with applicable regulations or environmental permits, in particular description of any circumstances which could cause the authorities to revoke any environmental licences, consents, permits, authorisations or registrations necessary for the operations of the Group or to refuse the grant or renewal of any environmental licences, consents, permits, authorisations and registrations
  • Copies of environmental audit reports in the last three years
  • Details of any known or suspected environmental problems or potential liabilities at or near any properties in which any member of the Group has or has had an interest or arising from the past or on-going activities of any member of the Group, including:
  • Substances buried underground;
  • Spillage or leakage;
  • Potential water pollution; or
  • Health hazards to employees/the public
  • Details of any manufacturing or other process or activity or materials currently or formerly carried on or used by the Group (whether at the current properties owned or used by the Group or elsewhere) which may be environmentally sensitive
  • Details of any existing or proposed legislative, regulatory, or permit requirements likely to require material capital expenditure to be incurred or to require any operation or process to be materially altered temporarily or permanently closed
  • Details of any existing or threatened investigation, litigation or other dispute resolution proceedings, whether civil, criminal or regulatory, against any member of the Group relating to environmental matters or any circumstances which might give rise to such investigations, litigation or proceedings
  • Copies of any special arrangements, understandings and commitments agreed by the shareholders
  • Background Information (e.g. responsible tax offices)
  • Tax returns/assessments after the last tax audit; copies of last tax audit(s)
  • Social insurance paid tax by country
  • Profit tax paid by country
  • Property tax paid by country

The Group Companies

  • Group Structure
  • Legal structure of the Group being acquired (chart)
  • List of Group Companies’ names, share capital amounts and registered offices/main places of business (indicate if any Group Company is dormant or in a dissolution/liquidation process)
  • Copies of all corporate intercompany Group agreements (e.g. domination and/or profit and loss transfer agreements) and of all shareholders’ resolutions related thereto
  • The Companies
  • Copies of excerpts of the commercial/company register (historical excerpts) and (to the extent not yet entered in the commercial register) filings with the commercial/company registry for each Group Company and its legal predecessors
  • Copies of articles of association/bye-laws for each Group Company
  • Copies of shareholder agreements (from foundation)
  • List of branches and places of business wherever they are located
  • List of shareholding interests or other investments in equity of other companies, partnerships or entities
  • Description of the activities of each Group Company and of each Business within the Group
  • Copies of all documents relating to changes in the corporate structure of each Group Company (and its legal predecessors) since three years (as of the date of effectiveness of the relevant change)
  • Shareholders and Shares
  • List of holders (together with details of the beneficial owners, if different) of the shares of each Group Company (including name and address), with details of the shares held (or owned) or respectively a copy of the shareholders’ register
  • Copies of all deeds of incorporation for each Group Company
  • Copies of all documents evidencing the chain of title from the date of incorporation of each Group Company up to the current shareholders (all documents relating to any increase of share capital as well as all transfer documents)

Bank & Financial Liabilities

  • General description of the Group’s banking arrangements and list of loans and security interest
  • Copies of existing agreements regarding loans granted to Group Companies by third parties
  • Copies of existing agreements regarding loans granted to third parties by Group Companies
  • Copies or details (if copies are unavailable) of existing intra-Group borrowings
  • Copies of pledges, charges, security assignments and other security interests given by Group Companies to lenders or other third parties
  • Copies of guarantees/letters of comfort given by any Group Company in favour of third parties or another Group Company
  • Copies of guarantees/letters of comfort given by a third party (including the Seller and the companies or businesses being retained by the Seller) in respect of any obligations or liabilities of any Group Company
  • Copies of leasing/hire purchase/conditional sale/factoring agreements and other means of financing of the Group (including off-balance sheet financing)
  • Details of investment grants, other grants or subsidies given to the Group and copies of the respective official notifications/contracts
  • Details of change of control provisions in financing contracts to which the Group is a party
  • Copies of existing bonding agreements
  • Any other material contingent liabilities of Group Companies
  • Details and copies of any derivative financial instruments (including swaps, hedging, fx-transactions) to which the Group is a party

Real Property & Other Assets

  • List of real property occupied or used by a Group Company
  • List of real property owned by a Group Company
  • Copies of all documents evidencing the real property rights of the Group Companies (i.e. up-to-date extracts from the Land Register and/or the Register of Heritage Building Rights) together with copies of any documents constituting restrictions or limitations on title (i.e. mortgages, encumbrances and liens)
  • List of real property leased to a Group Company as lessee
  • Copies of all lease agreements with a Group Company as lessee (of real property and all other material fixed assets)
  • List of real property leased by a Group Company as lessor
  • Copies of all lease agreements with a Group Company as lessor (of real property and all other material fixed assets)
  • Copies of site plans and official maps of all real property owned or leased by a Group Company
  • Copies of all reports on, and all appraisals and valuations of, the Group’s real property carried out by external advisers within the last three years
  • Details of other principal assets (other than real property or intellectual property) owned or used by the Group, including
  • Technical equipment, plant and machinery;
  • Investments
  • Goodwill
  • Other principal assets
  • Details of age, maintenance policy and expected life of technical equipment, plant and machinery
  • Details of level, condition and turnover of stocks
  • Details of debtors, age of receivables and recovery record

Intellectual Property

  • For the purpose of this paragraph, “IP” means all intellectual property rights including utility models, registered design patents (industrial design and typographical faces), trade marks and other signs (in particular trade marks, trade designations – company symbols and titles of work –, domain names, logos, get-up), patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights, know-how and other confidential information and all other similar rights in any part of the world, including (where such rights are obtained or enhanced by registration), any registration of such rights and applications and rights to apply for such registrations
  • Description of all IP used or created by the Group indicating the countries in which the IP subsists and details of any registration and applications and any matters likely to affect its register ability or enforceability; respective documents (patents, with patent specifications i.e. “Patentschriften” and patent registrations, trademark registrations, extracts of the Commercial Register, utility models and design patents
  • Details of the owner of the IP (if owned by the Group, state whether acquired or developed in-house)
  • Where the IP belongs solely or also partially to third parties, copies of any licence or copies/details of any other arrangement under which it is used by the Group
  • Where the IP is not used exclusively in the business of the Group, details of the circumstances in which it is used and by whom and copies of any licences
  • Copies of IP licences granted by the Group to third parties
  • Copies of research and development agreements to which the Group is a party
  • List of inventions and technical proposals of improvement by employees of the Group including details of claims for compensation already made/likely to be made and the likely value of any pay-outs; list of inventors (names), information about the operational practice (formal notification proceeding/formal acceptance proceeding), time of notification by employee, confirmation of notification, time of acceptance of the invention (and respective copies)
  • Description of all computer systems (meaning computer software and hardware, including peripherals and data and voice communications equipment and facilities) used or created by the Group, within the last three years (“Computer Systems”), including details of site and purpose of operation
  • Details of hardware and software comprised in the Computer Systems, stating in each case whether owned by the Group, licensed or leased to the Group, and whether used exclusively by and in relation to the business of the Group, and copies of any licences and other arrangements

Contracts

  • Copies of all material supply agreements to which the Group is a party, including payment terms
  • Copies of all material distribution, agency, commission, franchise or similar agreements to which the Group is a party
  • Copies of all material sub-contracting arrangements, consulting agreements and outsourcing agreements to which the Group is a party
  • Copies of all joint venture, partnership or other profit sharing arrangements to which the Group is a party
  • Copies of all general purchase and/or sales Terms and Conditions and any other general terms used in the business of the Group as well as details regarding their implementation
  • Copies of all other material agreements to which the Group is a party, within the ordinary course of business of the Group
  • List of contracts to which the Group is a party which may be affected by a transaction, including contracts which will require notice or consent, and contracts which will become terminable, as a result of the acquisition, excluding licences, agreements and arrangements referred to in 4 above
  • Copies of contracts, including any guarantees, which involve (i) the business of the Group and (ii) the Seller and/or the companies/businesses being retained by the Seller
  • Copies of intra-Group contracts
  • Copies of contracts to which the Group is a party for the acquisition or divestiture of business/assets/ shares for the last 3 years, giving details of any outstanding liabilities
  • Copies of contracts to which the Group is a party which provide for long term, onerous or otherwise unusual terms or are not on an arm’s-length basis or are of a loss-making nature
  • Copies of any other contract to which the Group is a party outside the ordinary course of business of the Group
  • Information concerning any agreements whose terms prohibited, by reason of confidentiality or otherwise, disclosure to third parties
  • Copies of intra-Group agreements, including sale and service agreements, which might affect the results of the Group (including contracts at a discount to the Group’s normal trading practices)
  • Copies of all agreements made or proposed in respect to prospective investments of the Group

Employees & Employee Benefits

  • Personal identifiers such as individuals’ names should be removed from the information provided under this paragraph, except where the identity of the individual is obvious or of material importance
  • Key employee information for each location (Separate display for management and other key employees with a yearly base salary exceeding EUR 70.000)
  • Total number of employees, headcount and full time equivalent; number of employees with dormant employment relation or who are sent abroad or to a group member, function, age, date of entry in the company;
  • Number of employees with special statutory protection from dismissal, broken down into the respective categories of protection, including but not limited to, employees with disabilities or treated as equivalent; pregnant employees; employees on parental leave (Elternzeit) - including scheduled date of return; employees in military or civil service; works council members; employees whose routine dismissal has been excluded by contract or collective agreement;
  • List of employees where the notice required from the employer exceeds six months to the end of a month;
  • Number of employees with fixed term contracts, indicating length of original term and length and number of renewals, original commencement and expiration dates, reason for the fixed term;
  • Number of employees with a pre-retirement part time arrangement (Altersteilzeitvereinbarung), indicating the commencement and expiration dates as well as the number of weekly working hours or the commencement date of the inactive phase (“Freistellung”); value of the acquired pre-retirement part time credit (“Altersteilzeitguthaben”) and information about insolvency securites;
  • List of employees whose employment has been terminated (aufgelöst) during the last three years or is intended to be terminated, including their respective date of birth, reason for termination, copy of termination agreement, indication if any and to which amount claims arising from such agreements have not been settled.
  • Copies of the service/employment agreements and related agreements of all management members (Geschäftsführer, Vorstände) and key employees (employees earning more than EUR 70.000 annual base salary), including all agreements or promises in respect of remuneration (e.g. bonus-arrangements or bonus policies, stock options, commissions), change of control agreements, confidentiality- and non-competition arrangements
  • Copies of standard employment contracts (currently and previously used – in a chronological order)

Compliance

  • Copies of any licences, consents, permits, authorisations and registrations from or with statutory or regulatory bodies necessary for the operations of the Group and of any applications therefore
  • Copies of any special arrangements, understandings and commitments agreed by the Group with statutory or regulatory bodies
  • Copies of any relevant order, judgement or decree imposing any liability or restriction on the Group
  • Details of circumstances which could cause the authorities to revoke any licences, consents, permits, authorisations or registrations relevant for the Group or to refuse the grant or renewal of any licences, consents, permits, authorisations and registrations
  • Description of liabilities of the Group resulting from violations of applicable law and governmental regulations
  • Details of any existing or threatened inquiries, investigations or disciplinary proceedings by statutory or regulatory bodies against the Group
  • Details of any known breaches of laws and regulations for which the Group is liable
  • Copies of the latest reports of the social insurance for occupational accidents of the Group
  • Description of goods the export of which either due to classification and/or due to the destination/customer requires an export authorisation; description of export control organisation and export control compliance management.

Environment

  • Copies of any environmental licences, consents, permits, authorisations and registrations from or with statutory or regulatory bodies necessary for the operations of the Group and of any applications therefore
  • Copies of any special arrangements, understandings and commitments agreed by the Group with statutory or regulatory bodies
  • Copies of any relevant order, judgement or decree imposing any liability or restriction on the Group
  • Details of any non-compliance with applicable regulations or environmental permits, in particular description of any circumstances which could cause the authorities to revoke any environmental licences, consents, permits, authorisations or registrations necessary for the operations of the Group or to refuse the grant or renewal of any environmental licences, consents, permits, authorisations and registrations
  • Copies of environmental audit reports in the last three years
  • Details of any known or suspected environmental problems or potential liabilities at or near any properties in which any member of the Group has or has had an interest or arising from the past or on-going activities of any member of the Group, including:
  • Substances buried underground;
  • Spillage or leakage;
  • Potential water pollution; or
  • Health hazards to employees/the public
  • Details of any manufacturing or other process or activity or materials currently or formerly carried on or used by the Group (whether at the current properties owned or used by the Group or elsewhere) which may be environmentally sensitive
  • Details of any existing or proposed legislative, regulatory, or permit requirements likely to require material capital expenditure to be incurred or to require any operation or process to be materially altered temporarily or permanently closed
  • Details of any existing or threatened investigation, litigation or other dispute resolution proceedings, whether civil, criminal or regulatory, against any member of the Group relating to environmental matters or any circumstances which might give rise to such investigations, litigation or proceedings
  • Copies of any special arrangements, understandings and commitments agreed by the shareholders

Tax Issues

  • Background Information (e.g. responsible tax offices)
  • Tax returns/assessments after the last tax audit; copies of last tax audit(s)
  • Social insurance paid tax by country
  • Profit tax paid by country
  • Property tax paid by country

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