Due Diligience Chart Notes
This is a sample of our (approximately) 4 page long Due Diligience Chart notes, which we sell as part of the Private Acquisitions Notes collection, a D package written at Cambridge And Oxilp And College Of Law in 2017 that contains (approximately) 339 pages of notes across 85 different documents.
The original file is a 'Word (Docx)' whilst this sample is a 'PDF' representation of said file. This means that the formatting here may have errors. The original document you'll receive on purchase should have more polished formatting.
Due Diligience Chart Revision
The following is a plain text extract of the PDF sample above, taken from our Private Acquisitions Notes. This text version has had its formatting removed so pay attention to its contents alone rather than its presentation. The version you download will have its original formatting intact and so will be much prettier to look at.
Due Diligence Issue Key Contracts
Competitors could use •
Price adjustment the same software or
Enter into exclusivity products agreement
Contract/products not •
worth as much
Restricts scope of use
Applicable for an asset purchase The contract can be terminated
Change of Control
Articles of Association
Can terminate on written notice resulting in the loss of an important contract
Breached already so could be sued or contract terminated
Other shareholders can prevent the Buyer from acquiring the entire share capital of the Target if they decide to exercise their preemption rights
Need consent - condition precedent Warranty that there have been no breaches and that any debts are fully paid up
Seek a waiver of change of control clause
Make SPA conditional on waiver
Enter into a new contract
Sellers obtain permission to disclose details of contract, if the answer is no then reevaluate purchase price
Or indemnity for breach
Remover pre-emption rights on transfer from articles
Ask sellers to obtain a written waiver of preemption rights from the
How do they intend to use the contract & IP rights?
How key to the deal is this contract?
Is an exclusivity deal a viable option?
Is there an alternative supplier that could be used?
Have there been any breaches or are there any potential breaches?
Is there any other product that could be used?
Is termination likely?
Confidentiality Has there been any waiver of confidentiality?
Have pre-emption rights been followed in the past - have there been valid transfers in the past?
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