Legal Corporate Mergers & Acquisitions Checklist

Instructions for Use: This checklist is designed to guide our team through the complex process of mergers and acquisitions (M&A). To ensure thorough due diligence and compliance with legal standards, please follow each step carefully. Document all findings and decisions for future reference and compliance verification.

Preliminary Considerations

Initial Assessment: Conduct an initial review to determine the strategic fit of the potential merger or acquisition.
Confidentiality Agreement: Ensure a confidentiality agreement is signed by both parties to protect sensitive information.
Preliminary Due Diligence: Perform a preliminary due diligence to identify any potential deal breakers early in the process.

Due Diligence

Financial Analysis: Review the target’s financial statements, tax returns, and other financial metrics.
Legal Compliance: Verify the target company's compliance with laws and regulations.
Intellectual Property: Assess the integrity and ownership of intellectual property.
Contracts Review: Examine existing contracts with customers, suppliers, and employees.
Litigation Risks: Identify any current or potential litigation risks.

Valuation and Negotiation

Valuation: Determine the value of the target company using various valuation methods.
Offer Preparation: Prepare a preliminary offer based on the valuation and strategic considerations.
Negotiation: Engage in negotiations with the target company, aiming to reach a preliminary agreement.

Structuring the Deal

Deal Structure: Decide on the structure of the deal (e.g., asset purchase, stock purchase).
Financing Arrangements: Outline the financing arrangements, including loans, equity financing, or a combination of both.
Regulatory Approvals: Identify and apply for any necessary regulatory approvals.

Final Due Diligence

Comprehensive Legal Due Diligence: Conduct a thorough legal review covering all aspects of the target company.
Final Financial Review: Perform a final review of the target’s financial health and projections.
Operational Review: Evaluate the target company's operations, including IT systems, human resources, and operational capabilities.

Closing Preparation

Drafting Agreements: Draft the necessary legal documents, including the purchase agreement, with detailed terms and conditions.
Closing Checklist: Prepare a closing checklist to ensure all conditions are met before finalizing the deal.
Board Approvals: Obtain approval from our board of directors and the target company's board, if applicable.

Post-Merger Integration

Integration Planning: Develop a detailed plan for integrating the target company into our operations.
Employee Communication: Communicate the merger or acquisition to employees of both companies in a timely and clear manner.
Systems Integration: Begin the process of integrating systems, processes, and cultures.
Regulatory Compliance: Ensure ongoing compliance with all regulatory requirements post-merger or acquisition.

Review and Analysis

Performance Review: Assess the performance of the acquisition against initial objectives and projections.
Lessons Learned: Document lessons learned and best practices for future M&A activities.