Investigation of a Company


Explanation:


This is a form to be used in connection with a due diligence investigation of a company. It is in the nature of a request for various kinds of documents from the company.


Use:


A form such as this is often used in connection with a legal due diligence investigation for a venture capital investment.





Due Diligence Checklist


In connection with a potential transaction with venture investors, please provide us with the following materials or information relating to ______________________________, and any subsidiaries (together, the "Company"). Upon review, we may request additional documents. If compiling any of the requested items would be unduly burdensome, please let us know so that we may arrange a less burdensome alternative. If you have already delivered any of the information, please so indicate and you need not provide an additional copy.


(A) Corporate Documents of the Company and Subsidiaries


1. Articles of Incorporation and all amendments thereto.


2. Bylaws and all amendments thereto.


3. Minutes of all Board of Directors, committee and shareholders meetings and all consents to actions without meeting.


4. List of states and jurisdictions in which qualified to do business and in which the Company has offices, holds property or conducts business.


5. Material information or documents furnished to shareholders and to directors during the last two years.


6. Most recently obtained good standing certificates for all states and jurisdictions where the Company is qualified to do business.


(B) Previous Issuances of Securities


1. All applications and permits for issuance/transfer of securities.


2. Sample copy of stock certificates, warrants and options.


3. Stockholder information, indicating number of shares held, dates of issuance, and consideration paid.


4. All stock option, stock purchase and other employee benefit plans and forms of agreements.


5. List of any outstanding stock options and warrants.


6. Any voting trust agreements, buy/sell agreements, stockholder agreements, warrant agreements, proxies, or right of first refusal agreements.


7. Any registration rights or pre-emptive rights agreements.


8. Powers of attorney on any matter.


9. Convertible debt instruments.


10. Other contracts, arrangements, or public or private documents or commitments relating to the stock of the Company.


11. Any debt arrangements, guarantees or indemnification between officers, directors or the shareholder and the Company.


(C) Material Contracts and Agreements


1. List of banks or other lenders with whom Company has a financial relationship (briefly describe nature of relationship - lines of credit, equipment lessor, etc.).


2. Credit agreements, debt instruments, security agreements, mortgages, financial or performance guaranties, indemnifications, liens, equipment leases or other agreements evidencing outstanding loans to which the Company is a party or was a party within the past two years.


3. All material correspondence with lenders during the last three years, including all compliance reports submitted by the Company or its accountants.


4. List of major clients and their locations.


5. Any other material contracts.


(D) Litigation


1. Copies of any pleadings or correspondence for pending or prior lawsuits involving the Company or the Founders.


2. Summary of disputes with suppliers, competitors, or customers.


3. Correspondence with auditor or accountant regarding threatened or pending litigation, assessment or claims.


4. Decrees, orders or judgments of courts or governmental agencies.


5. Settlement documentation.


(E) Employees and Related Parties


1. A management organization chart and biographical information.


2. Summary of any labor disputes.


3. Correspondence, memoranda or notes concerning pending or threatened labor stoppage.


4. List of negotiations with any group seeking to become the bargaining unit for any employees.


5. All employment and consulting agreements, loan agreements and documents relating to other transactions with officers, directors, key employees and related parties.


6. Schedule of all compensation paid to officers, directors and key employees for most recent fiscal year showing separately salary, bonuses and non-cash compensation (i.e. use of cars, property, etc.).


7. Summary of employee benefits and copies of any pension, profit sharing, deferred compensation and retirement plans.


8. Summary of management incentive or bonus plans not included in (7) above, as well as other non-cash forms of compensation.


9. Confidentiality agreements with employees.


10. Description of all related party transactions which have occurred during the last three years (and any currently proposed transaction) and all agreements relating thereto.


(F) Financial Information


1. Audited financial statements since inception (unaudited if audited financials are unavailable).


2. Quarterly income statements for