并购尽职调查清单-英文版

2025-05-15 2 0 419.5KB 23 页 10玖币

[Target Name]

Page 1

DUE DILIGENCE REQUEST-

[DATE]

The following information and documents are needed for all legal entities or assets being acquired and any liabilities potentially being assumed

(collectively the “Target” or “Company”). Information may also be needed concerning third parties. References to stocks, shares and holders and

holdings of same shall be understood to include respectively any security or equity interest and the holder thereof (except where the context clearly

indicates otherwise).

Section #

Section Name

1.0

Change of Control

2.0

Corporate Records

3.0

Intellectual Property

4.0

Other Material Contracts

5.0

Litigation

6.0

Regulatory/Compliance

7.0

EHS

8.0

Insurance

9.0

Encumbrances

10.0

Employment, Employee Relations and Benefits

11.0

Organization / Staffing

12.0

Human Resources

13.0

Real Property

14.0

Facility Information

15.0

Tax

16.0

Treasury

17.0

Accounting

18.0

Finance

19.0

Sales

20.0

Sourcing

21.0

Acquisition and Divestitures

22.0

Computing Platforms

23.0

Communications Platforms and Systems

24.0

Applications Systems

25.0

General

26.0

Distribution

27.0

Operations

28.0

Marketing

29.0

Competition

[Target Name]

Page 2

1.0 Change of Control Response (e.g., “provided” or “none”)

1.01

 List and briefly describe any liability or expense that would be incurred as a result of

a change of control of the Company (through an asset sale, stock sale or merger),

whether under any arrangement with governmental entities or private third parties or

otherwise

2.0 Corporate Records

2.01

 All minute books, including the charter/formation documents (e.g., articles of

incorporation, articles of organization, other charter documents, etc.)

2.01.01

- certificate of incorporation and any certificate of incorporation on change of

name or re-registration

2.01.02

- minutes from meetings of stockholders/members or consents (together with

copies of all resolutions amending charter documents to the extent that those

amendments have not been incorporated in the documents provided)

2.02

 All bylaws, operating agreement, regulations

2.03

 All share ownership records

2.04

 All stockholder or voting agreements

2.05

 All option and warrant agreements

2.06

 Filings showing compliance with securities laws, if applicable

2.07

 Chart or other data showing the relationship of the Company with any subsidiaries,

joint ventures, or partnerships

2.08

 Copies of the stock certificates held by the company of any subsidiaries or other

companies

3.0 Intellectual Property

3.01

 All patents and patent applications, indicate any patents held by shareholders,

management or other individuals

3.02

 All trademarks (registered and unregistered) and applications therefore

3.03

 All domain name registrations and disputes

3.04

 All copyrights (registered and unregistered), copyright applications, and work-for-

hire agreements

3.05

 Evidence of any security interest assigned or granted against any intellectual

property

3.07

 Indemnification agreements and covenants not to sue concerning intellectual

property

[Target Name]

Page 3

3.08

 Any opposition or cancellation proceedings and equivalent foreign proceedings

3.09

 License agreements involving intellectual property (including trade secrets and

know-how), and assignments thereof

3.10

 Product development agreements

3.11

 List/description of all negotiations, claims and lawsuits, pending or threatened,

involving intellectual property

4.0 Other Material Contracts

4.01

 All distributor and sales representative agreements including contracts where the

Company acts as agent/distributor for others

4.02

 All material (long-term or significant) supplier or other contracts for the purchase of

inputs and products (and provide standard form agreements, if any)

4.03

 All material customer sales and manufacturing contracts

4.04

 All contracts outside the ordinary course (e.g., joint venture, partnership,

requirements, output and non-compete agreements)

4.05

 Company’s standard terms and conditions of sale, standard terms and conditions of

purchase, standard form quotations, acknowledgments, invoices, and purchase orders

4.06

 All contracts in which Company warranties a product for more than one year

4.07

 All contracts with any related or affiliated parties

4.08

 All government contracts

4.09

 All leases for personal property (e.g., vehicles, equipment, computer hardware and

software and other business assets)

4.10

 All contracts with respect to capital expenditures

4.11

 All confidentiality agreements

4.12

 All power of attorneys

5.0 Litigation

5.01

 All pleadings and other documents relating to pending or threatened litigation or

regulatory proceedings

5.03

 A list and brief description of claims that have not yet resulted in lawsuits, and

occurrences involving bodily injury or property damage that could result in a claim

5.04

 All settlement agreements under which the Company has continuing rights or

obligations

5.05

 A list of closed litigation, claims and incident files for the past five years

5.06

 Information about past, present and contemplated product retrofits or recalls,

whether or not conducted in cooperation with the CPSC or other agency

[Target Name]

Page 4

5.07

 Information concerning the degree to which the Company's insurers manage the

Company's insured litigation

5.08

 A description of the Company's product safety activities, including company policies

regarding product safety committees

6.0 Compliance Matters

6.01

General

 Provide copies of all currently in effect import, export, and trade sanction, and

anti-boycott compliance policies, procedures, and manuals.

 Provide the nature, circumstances, and results of any audit, inquiry,

investigation, or enforcement action in the past five years by any governmental

authority responsible for import, export, or economic sanctions regulations.

 Provide an organizational chart for the company’s staff with international trade

compliance responsibility.

 For the past five years, describe in detail and provide copies of all prior

disclosures and voluntary self disclosures filed with any governmental agency

related to import or export activities.

 Provide the company’s record retention policy.

 Provide all classification (import and export) guides, matrices, checklists, and

decision trees the company uses.

 Does the company have direct contracts (sales) with the government?

6.03

Export

 For each of the past five years, provide a list of the countries to which the

company has exported products, by value of exports.

 Provide a list of the export classifications the company has used in the past five

years.

 Describe the screening process the company uses.

 Does the company manufacture ITAR-controlled product.

 What trade programs does the company certify (outbound, sales)?

 Provide Census data for the most recent FY.

[Target Name]

Page 5

6.04

Import

 For the each of the past five years, provide the value of imports by country of

origin.

 For each of the past five years, provide the volume of entries (number of entries

filed).

 In the past two years, what trade programs has the company utilized for imported

goods?

 Provide ITRAC data or the ACE AM-008 report for the most recent FY.

6.05

Anti-corruption

 In what countries does the company have offices, sales, agents, representatives,

consultants, or distributors?

 Describe the company’s financial controls to reduce the risk of improper

payments to foreign government officials.

 Does the company have its foreign agents, distributors, representatives,

consultants, and distributors complete a questionnaire in advance of retention? If

so, please provide a sample of the questionnaire.

 Does the company require its foreign agents, distributors, representatives,

consultants, and distributors to certify compliance with the FCPA? If so, how

often and please provide a copy of the certification

 In the past five years, is the company aware of any payments, favors, gifts, or

bribes made to foreign government officials*? If so, please describe in detail.

*The U.S. government broadly-defines “foreign government official” to include (but not be limited to)

employees of government-owned and government-controlled entities; persons acting officially on behalf

of a government entity; private persons advising government entities; relatives of officials; foreign political

parties, party officials, and candidates; and employees of non-governmental organizations.

7.0 Environment, Health and Safety

7.01

 Please provide a list of current business locations/facilities, and a description of the

prior history, including uses of land, of each location/facility

7.02

 Please provide a list of closed or former locations and any properties sold or divested

at any prior time

7.03

 Please provide any government notices inquiring about environmental

contamination, including on-site, off-site, or third-party disposal activities

7.04

 Please provide a list and brief summary of any pending, threatened enforcement

actions associated with health, safety, environmental, or remediation activity

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摘要：

[TargetName]Page1DUEDILIGENCEREQUEST-[DATE]Thefollowinginformationanddocumentsareneededforalllegalentitiesorassetsbeingacquiredandanyliabilitiespotentiallybeingassumed(collectivelythe“Target”or“Company”).Informationmayalsobeneededconcerningthirdparties.Referencestostocks,sharesandholdersandholdingso...

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