LPC Law Notes > Cambridge And Oxilp And College Of Law LPC Law Notes > Private Acquisitions Notes

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.

Learn more about our Private Acquisitions Notes

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

Risk Non-exclusivity

Assignment Termination

Solution


Competitors could use •
Price adjustment the same software or


Enter into exclusivity products agreement


Contract/products not •
Deal breaker?
worth as much


Restricts scope of use

Applicable for an asset purchase The contract can be terminated

Change of Control

Confidentiality

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

Pre-emption Rights

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

Further Information


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?

****************************End Of Sample*****************************

Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.