Forms-Provider Survey
Legal due diligence request lists, compared topic by topic
A topic-by-topic comparison of four widely used legal due-diligence request lists, compiled from each list's own request text. The same topics get very different treatment, so each cell shows how much a list spends on that topic.
Related: OpenAgreements form · Templates library · All law surveys
Words per topic
≤75
≤150
≤300
300+
not covered
Hover a bar for the list’s own request wording; hover a topic name for what it means.
| Provision | OpenAgreements CC BY 4.0 as of 2026-07-01 16/16 · ≈1,308 words | K&L Gates (M&A) © K&L Gates LLP as of 2026-07-01 14/16 · ≈2,498 words | DLA Piper (M&A) © DLA Piper LLP (US) as of 2026-07-01 14/16 · ≈4,231 words | Carta (M&A) © Carta, Inc. as of 2026-07-01 14/16 · ≈5,519 words |
|---|---|---|---|---|
| Corporate & capital | ||||
| Corporate organization & governanceRequests for the entity's charter, bylaws, board and stockholder minutes and consents, good standing, and officer/director records — the basic corporate existence and authority record. | 134 words“### Section A — Corporate Organization, Authority, and Governance A.1 Certificate of Incorporation, all amendments, and the current certified or filed version. A.2 Bylaws or operating agreement, all amendments, and the current operative version. A.3 Complete minute books for the past 3 years, including board minutes, written consents, and committee minutes. A.4 Stockholder or member meeting minutes and written consents for the past 3 years. A.5 Certificates of good standing from the state of formation and from each state where the target is qualified to do business. A.6 Officer and director…”OpenAgreements — Section A · Corporate Organization, Authority, and Governance | 224 words“ORGANIZATION OF THE COMPANY 1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties. 2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company's jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein. 3. Current by-laws of the Company. 4. List…”K&L Gates (M&A) — Section A · ORGANIZATION OF THE COMPANY | 117 words“BASIC CORPORATE DOCUMENTS [ ] (a) Legal entity structure, including name, physical location and function of all divisions, subsidiaries or affiliated entities. [ ] (b) Certificate or Articles of Incorporation and Bylaws, including all amendments. [ ] (c) Minutes of all meetings and written consents of board of directors, Board committees and other committees and stockholders, including copies of notices of all such meetings where written notices were given and all written waivers of required notices. [ ] (d) List of all states and foreign countries where property is owned or leased or where…”DLA Piper (M&A) — Section 1 · BASIC CORPORATE DOCUMENTS | 172 words“ORGANIZATIONAL 1.1 Corporate structure chart showing all current and past subsidiaries, controlled affiliates, investments, joint ventures etc., including (i) the nature and percentage of ownership, (ii) jurisdiction of formation, and (iii) a description of the role each such entity plays in the operation of the Company’s business. 1.2 Organizational documents (including charter and bylaws or any equivalent organizational document), including all amendments thereto. 1.3 Minutes, resolutions and written consents of any board of directors, any committees thereof, and the securityholders of the…”Carta (M&A) — Section 1 · ORGANIZATIONAL |
| Capitalization & securitiesRequests for the cap table, equity ledgers (stock, options, warrants, SAFEs, notes), incentive-plan documents, securities-law compliance, and stockholder/voting/registration-rights agreements. | 101 words“FinCEN's March 26, 2025 interim final rule exempts U.S.-formed entities and U.S. persons; only foreign reporting companies remain subject. ### Section B — Capitalization and Securities B.1 Capitalization table as of the most recent month-end, showing authorized, issued, outstanding, and treasury securities by class. B.2 Stock ledger, option ledger, warrant ledger, SAFE ledger, and convertible-note ledger. B.3 Equity incentive plan documents, all amendments, and forms of grant agreement (option, RSU, restricted stock). B.4 All 83(b) election filings and proof of timely IRS submission within…”OpenAgreements — Section B · Capitalization and Securities | 71 words“OWNERSHIP AND CONTROL OF THE COMPANY 1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments. 2. List of security holders of the Company (including option and warrant holders), setting forth class and number of securities held. 3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company. C.”K&L Gates (M&A) — Section B · OWNERSHIP AND CONTROL OF THE COMPANY | 306 words“STOCKHOLDER INFORMATION [ ] (a) Samples of common and preferred stock certificates, debentures and any other outstanding debt or equity securities. [ ] (b) The Company’s stock books. [ ] (c) Lists of all current owners of shares, including address, number of shares owned, dates of issuance and full payment, the consideration received by the Company and applicable stop transfer orders or restrictive legends. [ ] (d) List of all options, warrants and other rights to acquire equity securities, including date of grant or issuance, exercise or conversion price, number of shares, vesting schedule…”DLA Piper (M&A) — Section 2-3 · STOCKHOLDER INFORMATION / AGREEMENTS REGARDING SECURITIES | 397 words“SECURITIES 2.1 A detailed capitalization table, including (i) all authorized, issued and outstanding shares and other securities of the Company, organized by type, class and series, (ii) a list of all current and past shareholders, optionholders, warrantholders and other securityholders of the Company, (iii) price paid, date acquired and class, series and type of each share held, (iv) each option, warrant and other convertible security, and for each, the date acquired, the exercise price, the vesting schedules and vesting terms (including any acceleration), and the number, type and class of…”Carta (M&A) — Section 2 · SECURITIES |
| Related-party transactionsRequests for transactions and arrangements between the company and insiders (officers, directors, founders, 5%+ holders and their family), insider indebtedness, and special-purpose-entity arrangements. | 45 words“M.3 Tail-coverage status and renewal terms for any claims-made policies. ### Section N — Related-Party Transactions N.1 Schedule of all transactions, agreements, or relationships between the target and any officer, director, founder, beneficial owner exceeding 5%, or family member of any of the foregoing. N.2 Indebtedness owed by or to insiders. N.3 Special-purpose-entity arrangements and any pass-through revenue or expense accounts. ### Section O — Environmental O.1 Environmental permits, registrations, and authorizations, and any notices of violation or noncompliance within the past 3 years.”OpenAgreements — Section N · Related-Party Transactions | 201 words“Samples of all forms, including purchase orders, invoices, supply agreements, etc. 21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, "Related Persons"), including but not limited to: a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property. b. Contracts or understandings between…”K&L Gates (M&A) — Section I · SIGNIFICANT CONTRACTS AND COMMITMENTS | 45 words“GENERAL [ ] (a) List and description of all actual or potential conflicts of interests that the Company’s directors, officers or employees have or may have due to their relationship with any competitor of the Company, any supplier of goods or services to the Company, any distributor of the Company, any customer of the Company or any other person or entity which has any interest, financial or otherwise, in the Company. [ ] (b) List and description of all transactions between the Company and any stockholder, director, officer, employee or affiliate of the Company (or any entity or person…”DLA Piper (M&A) — Section 21 · GENERAL | · |
| Subsidiaries & affiliatesRequests for the organizational chart, subsidiary formation/governance documents, and intercompany arrangements. Some lists fold this into corporate organization rather than breaking it out. | 38 words“B.7 SAFE and convertible-note conversion mechanics, valuation caps, discount rates, and MFN provisions for outstanding instruments. ### Section C — Subsidiaries and Affiliates C.1 Organizational chart showing the target and all subsidiaries and affiliates, with ownership percentages. C.2 Formation documents, certificates of good standing, and material governing documents for each subsidiary. C.3 Intercompany agreements (services, IP, leases, financing) currently in effect. ### Section D — Financial and Tax D.1 Audited financial statements for the past three fiscal years; unaudited interim…”OpenAgreements — Section C · Subsidiaries and Affiliates | · | 19 words“BASIC CORPORATE DOCUMENTS [ ] (a) Legal entity structure, including name, physical location and function of all divisions, subsidiaries or affiliated entities. [ ] (b) Certificate or Articles of Incorporation and Bylaws, including all amendments. [ ] (c) Minutes of all meetings and written consents of board of directors, Board committees and other committees and stockholders, including copies of notices of all such meetings where written notices were given and all written waivers of required notices. [ ] (d) List of all states and foreign countries where property is owned or leased or where…”DLA Piper (M&A) — Section 1 · BASIC CORPORATE DOCUMENTS | · |
| Financial | ||||
| Financial statementsRequests for audited and interim financial statements. Distinct from tax; some lists give it its own section, others fold it into an assets or miscellaneous bucket. | 19 words“C.3 Intercompany agreements (services, IP, leases, financing) currently in effect. ### Section D — Financial and Tax D.1 Audited financial statements for the past three fiscal years; unaudited interim financials for periods since the last audit. D.2 Federal tax returns for the past 6 years.”OpenAgreements — Section D · Financial and Tax | 134 words“ASSETS AND OPERATIONS 1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold. 2. All current budgets and projections including projections for product sales and cost of sales. 3. Any auditors (internal and external) letters and reports to management for the past [five] years (and management's responses thereto). 4. Provide a detailed breakdown of the…”K&L Gates (M&A) — Section C · ASSETS AND OPERATIONS | 247 words“FINANCIAL INFORMATION [ ] (a) Financial, operating or business plans and projections, including underlying assumptions. [ ] (b) Backup data for revenue forecasts by product and/or market segments and estimates of the Company’s market share in each. [ ] (c) Balance sheet account reconciliations and specific supporting detail: cash, receivables and unbilled receivables, sales-type leases, inventory, prepaids, fixed assets, reserves and accruals, sales tax, deferred income, debt, stock reconciliations. [ ] (d) Financial statements for past [three] fiscal years, and interim financial statements…”DLA Piper (M&A) — Section 11 · FINANCIAL INFORMATION | 563 words“FINANCIAL INFORMATION 19.1 Financial statements of the Company for the last three fiscal years, and unaudited financial statements for all interim periods if available. 19.2 Detailed P&L and cashflow forecasts for current and next 2 years including detailed calculations and assumptions. 19.3 3 years of historical and 2 years of forecast bookings waterfall by type (new, expansion, downsell, churn, etc.). 19.4 Detailed monthly trial balances for the last 2 fiscal years and year-to-date. 19.5 All material correspondence with independent accountants, including management letters. 19.6 Document…”Carta (M&A) — Section 19 · FINANCIAL INFORMATION |
| TaxRequests for federal/state/local and foreign tax returns, audit correspondence, tax-sharing and indemnification agreements, and nexus/registration analyses. | 79 words“D.2 Federal tax returns for the past 6 years. D.3 State and local tax returns for the past 6 years in each jurisdiction of meaningful operation. D.4 All tax audit correspondence, examination findings, and ongoing examinations regardless of date. D.5 Tax-sharing agreements, tax-indemnification agreements, and any tax-related schedules from prior acquisitions. D.6 Sales-and-use tax economic-nexus analysis under Wayfair, including registration status by state. D.7 Material correspondence with the IRS or state tax authorities regarding rulings, settlements, or contested matters. ### Section E —…”OpenAgreements — Section D · Financial and Tax | 166 words“TAX MATTERS 1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period. 2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company. 3.…”K&L Gates (M&A) — Section K · TAX MATTERS | 439 words“TAXATION [ ] (a) Provide all federal, state, local and foreign income and franchise tax returns of Company filed for the last three fiscal years and all such returns for any prior year that is still subject to audit or adjustment. [ ] (b) Identify all jurisdictions in which sales and use tax returns are filed by Company including a summary by jurisdiction of total sales and use taxes paid during the last three fiscal years. Please provide details with respect to any significant changes to this list of filing jurisdictions since incorporation. [ ] (c) Provide a schedule by jurisdiction of all…”DLA Piper (M&A) — Section 7 · TAXATION | 790 words“TAXES 20.1 Copies of U.S. and foreign corporate income and trade tax returns of the Company (including its predecessors) for the last 7 years (in every case including the respective tax balance sheets). 20.2 Copies of or statements of all tax elections filed with the relevant tax authorities, and copies of all consents, agreements and waivers, other than as attached to tax returns filed for any open year. 20.3 A detailed schedule of all tax free transactions and transactions not carried out at fair market value within the last 7 years not listed on the Company’s tax returns. 20.4 Summary of…”Carta (M&A) — Section 20 · TAXES |
| Indebtedness & liensRequests for loan and credit agreements, guarantees and contingent obligations, UCC/lien searches, and change-of-control lender consents. | 41 words“D.7 Material correspondence with the IRS or state tax authorities regarding rulings, settlements, or contested matters. ### Section E — Indebtedness, Liens, and Security Interests E.1 All loan agreements, credit agreements, indentures, and instruments governing material indebtedness. E.2 Schedule of guarantees, letters of credit, and other contingent obligations. E.3 UCC searches and lien releases for material assets. E.4 Lender consent requirements triggered by change of control. ### Section F — Material Contracts F.1 All contracts with annual revenue or expenditure exceeding $100,000 or 5%…”OpenAgreements — Section E · Indebtedness, Liens, and Security Interests | 112 words“Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity. 8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations. 9. No-default certificates and similar documents delivered to lenders for the last [five] (or shorter period, if applicable) years evidencing compliance with…”K&L Gates (M&A) — Section I · SIGNIFICANT CONTRACTS AND COMMITMENTS | 30 words“OTHER MATERIAL CONTRACTS [ ] (a) Convertible, senior or other debt financings, if any. [ ] (b) Bank line of credit or loan agreements and guarantees, including any amendments, renewal letters, notices, etc. [ ] (c) Description of any default by any party under any contract or commitment affecting the Company or its property, or any circumstance which might reasonably be expected in the future to give rise to such default. [ ] (d) All outstanding leases of real and personal property, including equipment leases. [ ] (e) All agreements entered into by the Company or any of its subsidiaries…”DLA Piper (M&A) — Section 4 · OTHER MATERIAL CONTRACTS | 137 words“INDEBTEDNESS 3.1 Contracts and other documentation evidencing borrowings, whether secured or unsecured, by the Company, including loan and credit agreements, promissory notes, indentures, mortgages, capital leases, pledge agreements, security agreements, interest rate protection agreements and other evidences of indebtedness and all guarantees, and all amendments and waivers with respect thereto. 3.2 Agreements and other documentation evidencing other financing arrangements, including sale and lease back arrangements, installment purchases, factoring agreements, etc. 3.3 Agreements and other…”Carta (M&A) — Section 3 · INDEBTEDNESS |
| Commercial & property | ||||
| Material contractsRequests for material customer, supplier, partnership, distribution, and restrictive-covenant contracts, and contracts with change-of-control or anti-assignment triggers. | 111 words“E.4 Lender consent requirements triggered by change of control. ### Section F — Material Contracts F.1 All contracts with annual revenue or expenditure exceeding $100,000 or 5% of gross revenue. F.2 Top 20 customer contracts by revenue, regardless of dollar amount. F.3 Top 20 supplier and vendor contracts by spend, regardless of dollar amount. F.4 All contracts containing exclusivity, most-favored-nation pricing, non-compete, or similar restrictive covenants binding on the target. F.5 All contracts with change-of-control, anti-assignment, or termination-on-acquisition provisions. F.6 All…”OpenAgreements — Section F · Material Contracts | 228 words“Any correspondence or documentation for the last [five] years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements. 12. Contracts involving cooperation with other companies or restricting competition. 13. Contracts relating to other material business relationships, including: a. any current service, operation or maintenance contracts; b. any current contracts with customers; c. any current contracts for the purchase of fixed assets; and d. any franchise, distributor or agency contracts. 14. Without duplicating Section d above or the…”K&L Gates (M&A) — Section I · SIGNIFICANT CONTRACTS AND COMMITMENTS | 420 words“OTHER MATERIAL CONTRACTS [ ] (a) Convertible, senior or other debt financings, if any. [ ] (b) Bank line of credit or loan agreements and guarantees, including any amendments, renewal letters, notices, etc. [ ] (c) Description of any default by any party under any contract or commitment affecting the Company or its property, or any circumstance which might reasonably be expected in the future to give rise to such default. [ ] (d) All outstanding leases of real and personal property, including equipment leases. [ ] (e) All agreements entered into by the Company or any of its subsidiaries…”DLA Piper (M&A) — Section 4 · OTHER MATERIAL CONTRACTS | 450 words“AGREEMENTS 4.1 List of, and agreements with, 15 largest suppliers, vendors, service providers and advertisers based on payables for [last three years] YTD. 4.2 List of, and agreements with, 15 largest customers/clients by revenue, based on [last three years] YTD. 4.3 List of, and agreements with, 15 largest resellers or partners by revenue, based on [last three years] YTD. 4.4 General terms and conditions/standard forms of contract used in connection with purchases and sales. 4.5 List of warranties and guarantees provided to customers. 4.6 Material research and development agreements. 4.7…”Carta (M&A) — Section 4 · AGREEMENTS |
| Real & personal propertyRequests for owned/leased real property and material personal property, equipment leases, and title/lease documentation. | 95 words“F.9 Forms of standard customer contract, supplier contract, NDA, and any other contract regularly used by the target. ### Section G — Real and Personal Property G.1 Schedule of all owned real property with title reports and material correspondence; if none, a written confirmation that the target owns no real property. G.2 All real property leases, subleases, licenses, and material correspondence; if none, a written confirmation that the target leases no real property. G.3 Schedule of material personal property (servers, manufacturing equipment, vehicles); for cloud-native targets, a written…”OpenAgreements — Section G · Real and Personal Property | 80 words“Letters to auditors from outside counsel. 7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings. 8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets. 9.”K&L Gates (M&A) — Section C · ASSETS AND OPERATIONS | 276 words“PROPERTY, FACILITIES, PERMITS AND ENVIRONMENTAL MATTERS [ ] (a) List and description of all real property owned or leased by the Company; location, character and general nature of operations conducted at each location; nature of the title held, and any mortgages, liens or encumbrances on the property; title documents confirming ownership; report by public notary (in civil law countries) or other person authorized to conduct title searches. [ ] (b) List, with brief description, of all material personal property owned, leased or otherwise used by the Company. [ ] (c) List of all facilities…”DLA Piper (M&A) — Section 15 · PROPERTY, FACILITIES, PERMITS AND ENVIRONMENTAL MATTERS | 146 words“ASSETS 5.1 List of real property owned, leased or subleased by the Company, indicating whether such property is owned, leased or subleased (and if leased or subleased, the lessor/sublessor and lessee/sublessee thereof), together with any security interests or other encumbrances thereon. 5.2 List of material personal property owned and all personal property leased by or leased from the Company, indicating whether such property is owned or leased by or from the Company (and if leased by the Company, the lessor thereof, and if leased from the Company, the lessee thereof), together with any…”Carta (M&A) — Section 5 · ASSETS |
| IP & data | ||||
| Intellectual propertyRequests for patent/trademark/copyright/domain schedules, invention-assignment (PIIA) coverage, and inbound/outbound IP and technology licenses. | 164 words“G.5 Service-provider arrangements (coworking, virtual-office, residential-address service) used in lieu of a physical headquarters. ### Section H — Intellectual Property — Core H.1 Schedules of all U.S. and foreign patents, patent applications, and provisionals, including title, application/patent number, filing/issue date, status, and beneficial owner. H.2 Schedule of all registered and material unregistered trademarks, including registration number, jurisdiction, and goods/services description. H.3 Schedule of all material copyrights and copyright registrations. H.4 Schedule of all domain…”OpenAgreements — Section H · Intellectual Property — Core | 53 words“INTELLECTUAL PROPERTY List of all patents, trademarks, tradenames, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist). E.”K&L Gates (M&A) — Section D · INTELLECTUAL PROPERTY | 1,212 words“TECHNOLOGY AND PROPRIETARY RIGHTS [ ] (a) List and copies of all patents and applications pending, held or being prosecuted by the Company in the United States or elsewhere, with descriptive titles, numbers, jurisdiction, and copies of all correspondence to or from examining authorities or other parties regarding such patents and patent applications. [ ] (b) List of all copyright registrations and applications related to the all intellectual property and intellectual property rights used in connection with the Company’s business or necessary for its business as presently conducted and as…”DLA Piper (M&A) — Section 16-17 · TECHNOLOGY AND PROPRIETARY RIGHTS / DEFENSE AND PROSECUTION OF INTELLECTUAL PROPERTY CLAIMS | 663 words“INTELLECTUAL PROPERTY 7.1 List of all products currently or previously manufactured, distributed, licensed, supplied or sold by the Company and all products currently under development by the Company, and a list of all third party software programs, hardware and hardware components, technologies, drivers, interfaces and code modules and their respective version numbers, which are integrated, bundled or distributed with the Company’s products (listed by version number of the products). 7.2 Copy of the Company’s product and technology roadmap, if applicable. 7.3 A schedule of all intellectual…”Carta (M&A) — Section 7 · INTELLECTUAL PROPERTY |
| Privacy & cybersecurityRequests for privacy notices, data-protection and information-security policies, processing/DPA records, incident history, and GDPR/CCPA compliance documentation. | 76 words“Identify any agreements where third-party consent will be required to consummate the transaction. ### Section I — Privacy and Cybersecurity — Core I.1 Public-facing privacy notices, terms of use, and cookie policies. I.2 Internal data-protection and information-security policies, including incident response plan and access-control policies. I.3 Schedule of personal-data processing activities, categories of data subjects and personal data, and any DPAs with material processors. I.4 Cybersecurity-incident history for the past 3 years, including breach notifications to regulators, customers, or…”OpenAgreements — Section I · Privacy and Cybersecurity — Core | · | · | 710 words“PRIVACY AND DATA SECURITY 18.1 List all categories of personal data the Company collects, uses, or processes, and identify whether such information relates to employees, customers, suppliers, or consumers. As used herein, personal data means all information that may be reasonably linked to a natural person or a natural person’s device, including name, contact information, government identification number, IP address, unique device identifier (e.g., device serial number), usage data, or any other categories of data that are considered personal information, personally identifiable information,…”Carta (M&A) — Section 18 · PRIVACY AND DATA SECURITY |
| People | ||||
| Employment, comp & benefitsRequests for employment/contractor agreements and PIIAs, benefit plans and filings, worker-classification analysis, labor matters, and severance/retention/acceleration arrangements. | 103 words“I.5 GDPR / CCPA / state-privacy-law compliance documentation, including data-subject-request handling procedures and any DPIA / TIA records. ### Section J — Employment, Compensation, and Benefits J.1 Organizational chart with reporting lines and material compensation tiers. J.2 Standard form employment agreement, contractor agreement, and PIIA executed by all employees and material contractors. J.3 All employee benefit plans, including 401(k), health, welfare, severance, and any defined-benefit plans, with IRS Form 5500 filings for the past 3 years. J.4 Equity incentive plan documents and…”OpenAgreements — Section J · Employment, Compensation, and Benefits | 221 words“EMPLOYEES, BENEFITS AND CONTRACTS 1. Copies of the Company's employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents: a. all applicable trust agreements for the foregoing plans; b. copies of all IRS determination letters for the foregoing qualified plans; c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and…”K&L Gates (M&A) — Section J · EMPLOYEES, BENEFITS AND CONTRACTS | 367 words“EMPLOYEES AND MANAGEMENT [ ] (a) Description of any significant labor problems the Company has experienced. [ ] (b) Management and Organization chart. [ ] (c) Description of any material transactions since inception with any “insider” (i.e., any officer, director, or owner of a substantial amount of the Company’s securities) or any associate of an “insider.” [ ] (d) Copy of form of any invention and confidentiality agreement to protect trade secrets and list of any officers, directors, employees or consultants who have not signed such agreements. [ ] (e) Copy of form of offer letter and all…”DLA Piper (M&A) — Section 9-10 · EMPLOYEES AND MANAGEMENT / EMPLOYEE BENEFITS | 856 words“LABOR & EMPLOYMENT 6.1 Copies of all current employment agreements to which the Company is party. 6.2 “Change in control”, severance, retirement, retention or transaction bonus agreements. 6.3 Standard form of proprietary information and invention assignment agreements entered into with employees and independent contractors/consultants, list of any current or former employees or independent contractors/consultants who have not entered into such agreements, and copies of any such agreements that deviate from the standard form or for which inventions are carved out. 6.4 Organizational chart…”Carta (M&A) — Section 6 · LABOR & EMPLOYMENT |
| Risk & compliance | ||||
| Litigation & investigationsRequests for pending/threatened claims, settlements and consent decrees, regulator correspondence, and outside-counsel audit-response letters. | 93 words“J.7 Severance and retention arrangements with key employees, including any single-trigger or double-trigger acceleration. ### Section K — Litigation, Disputes, Investigations K.1 Schedule of all pending and threatened claims, lawsuits, administrative proceedings, arbitrations, and investigations within the past 3 years. Include the parties, forum, claim summary, status, and amount in controversy. K.2 All settlement and release agreements with ongoing obligations regardless of date. K.3 All consent decrees, judgments, injunctions, and similar orders binding on the target regardless of date.…”OpenAgreements — Section K · Litigation, Disputes, Investigations | 181 words“LITIGATION 1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last [ten] years. 2. Information as to any past or present governmental investigation of or…”K&L Gates (M&A) — Section H · LITIGATION | 111 words“LITIGATION AND AUDITS [ ] (a) All management letters or special reports from the auditor and responses thereto concerning internal accounting controls in connection with any current audit and the audits for the last three fiscal years. [ ] (b) Settlement documents, if any. [ ] (c) Decrees, order and judgments of courts or governmental agencies with respect to the Company. [ ] (d) Description of any warranty claims which have been made against the Company or any related partnership or joint venture and the resolutions of such claims. [ ] (e) List of pending, asserted or threatened lawsuits or…”DLA Piper (M&A) — Section 8 · LITIGATION AND AUDITS | 175 words“LITIGATION AND SIMILAR PROCEEDINGS 8.1 List of prior, pending or threatened litigation, proceedings, or claims involving the Company or its assets, or any principal securityholder, officer or director in their capacity as such, and all material documents related thereto, including settlement agreements. 8.2 Correspondence, reports, notices or other documents relating to any violation or infringement or alleged violation or infringement by the Company of any applicable law or regulation (federal, state, local or foreign) or with respect to any dispute with any governmental authority. 8.3…”Carta (M&A) — Section 8 · LITIGATION AND SIMILAR PROCEEDINGS |
| Compliance, permits & licensesRequests for operating licenses and permits, regulatory filings and certifications, and internal compliance-program documentation. | 58 words“K.5 Audit response letters from the target's outside counsel for the past 3 years. ### Section L — Compliance with Laws, Permits, Licenses L.1 Schedule of material licenses, permits, registrations, and authorizations required to operate the target's business. L.2 Routine regulatory filings and compliance certifications for the past 3 years. L.3 Internal compliance program documentation, including code of conduct, training records, and whistleblower hotline records. L.4 Any prior compliance investigations, internal audits, or third-party allegations relating to the target's regulated…”OpenAgreements — Section L · Compliance with Laws, Permits, Licenses | 329 words“COMPLIANCE WITH LAWS 1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing. 2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority. 3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other…”K&L Gates (M&A) — Section F · COMPLIANCE WITH LAWS | 179 words“GOVERNMENTAL REGULATIONS [ ] (a) Permits for conduct of business, including licenses, franchises and concessions, if any. [ ] (b) All certificates, permits, etc., evidencing compliance with specific regulations, including environmental and workers health and safety regulations. [ ] (c) List and description of any government regulations (federal, state, local or foreign) of whatever kind (safety, labor, environmental, etc.) which have special application to the Company’s business. [ ] (d) Copies of all material filings, applications and correspondence with, all documents relating to…”DLA Piper (M&A) — Section 6 · GOVERNMENTAL REGULATIONS | 161 words“GOVERNMENTAL REGULATIONS AND FILINGS 17.1 Copies of all regulatory compliance policies and procedures. 17.2 List of all permits, licenses, registrations and other authorizations required for the operation of the business from governmental entities, self-regulatory entities or other industry groups, copies of each such document, and a listing of renewal schedules for each such permit, etc. 17.3 Any material reports to and correspondence with any governmental authority. 17.4 Copies of agreements relating to, and information regarding, the Company’s performance of services or delivery of a…”Carta (M&A) — Section 17 · GOVERNMENTAL REGULATIONS AND FILINGS |
| EnvironmentalRequests for environmental audits/site assessments, permits, and hazardous-materials or CERCLA-type liability records. | 109 words“N.3 Special-purpose-entity arrangements and any pass-through revenue or expense accounts. ### Section O — Environmental O.1 Environmental permits, registrations, and authorizations, and any notices of violation or noncompliance within the past 3 years. O.2 Phase I and Phase II environmental site assessments and any environmental audit reports for owned or leased real property. O.3 Correspondence with the EPA or state environmental agencies regarding investigations, remediation, or alleged liability, regardless of date. O.4 Records of hazardous-materials use, storage, or disposal, and any…”OpenAgreements — Section O · Environmental | 431 words“ENVIRONMENTAL MATTERS 1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any. 2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties. 3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties. 4. Copies of all…”K&L Gates (M&A) — Section G · ENVIRONMENTAL MATTERS | 463 words“UCC searches in relevant states; judgment searches in relevant states; description of other liens, encumbrances and zoning restrictions. [ ] (g) List of all facilities formerly owned, leased or otherwise used by the Company, including location, square footage, presence of any known aboveground or underground chemical or fuel storage tanks or sumps, dates of ownership/lease/use, and brief description of usage (including use by other owners and tenants, if known). [ ] (h) List, including maximum quantity onsite at any one time and brief description of usage, of all hazardous materials/wastes…”DLA Piper (M&A) — Section 15 · PROPERTY, FACILITIES, PERMITS AND ENVIRONMENTAL MATTERS | 224 words“ENVIRONMENTAL 9.1 A schedule of all permits required under applicable environmental protection laws for the operation of the business of the Company, and copies of all such permits currently held. 9.2 Information concerning compliance by the Company under applicable environmental protection laws and any notices of violation thereof. 9.3 A schedule and copies of all material documentation with respect to any claims pending, or to the knowledge of the Company threatened, against the Company alleging a violation of, or any liability (including liability for indemnity or contribution) under…”Carta (M&A) — Section 9 · ENVIRONMENTAL |
| InsuranceRequests for material insurance policies, claims history, and tail-coverage/renewal terms. Some lists give it a section; others fold it into contracts. | 42 words“L.4 Any prior compliance investigations, internal audits, or third-party allegations relating to the target's regulated operations. ### Section M — Insurance M.1 Schedule of all material insurance policies, including commercial general liability, D&O, E&O, cyber, employment-practices liability, and any industry-specific policies. M.2 Claims history for the past 3 years for each policy type. M.3 Tail-coverage status and renewal terms for any claims-made policies. ### Section N — Related-Party Transactions N.1 Schedule of all transactions, agreements, or relationships between the target and any…”OpenAgreements — Section M · Insurance | 67 words“List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto. 22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last [five] years. A summary of all material claims for the last [five] years as well as aggregate claims experience data and…”K&L Gates (M&A) — Section I · SIGNIFICANT CONTRACTS AND COMMITMENTS | · | 75 words“INSURANCE 10.1 List of all insurance contracts to which Company is a party indicating the insurance company, the risks covered and the insured amount as well as the premiums (including premiums due but not yet paid) and copies of the insurance contracts; information as to whether Company complies with the provisions of such contracts, and whether coverage is impaired. 10.2 History of insurance claims, with details of any pending claims or incidents which arise in claims. 11.”Carta (M&A) — Section 10 · INSURANCE |