Radovic and Ratkovic - Commercial Lawyers Belgrade Serbia

ACQUISITION CHECKLIST

No

INFO/DOC’S

AV/NA

RESP

TIME

(A) Corporate Documents of the Company and Subsidiaries

1

Articles of Incorporation and all amendments thereto

 

 

 

2

Bylaws and all amendments thereto

 

 

 

3

Minutes of all Boards of Directors, committee and shareholders meetings and all consents to actions without meeting

 

 

 

4

List of states and jurisdictions in which qualified to do business and in which the Company has offices, holds property or conducts business

 

 

 

5

Material information or documents furnished to shareholders and to directors during the last two years

 

 

 

6

Most recently obtained good standing certificates for all states and jurisdictions where the Company is qualified to do business.

 

 

 

(B) Previous issuances of Securities (if due)

1

All applications and permits for issuance/transfer of securities.

 

 

 

2

Sample copy of stock certificates, warrants and options.

 

 

 

3

Stockholders information, indicating number of shares held, dates of issuance and consideration paid.

 

 

 

4

All stock option, stock purchase and other employee benefit plans and forms of agreements.

 

 

 

5

List of any outstanding stock options and warrants.

 

 

 

6

Any voting trust agreements, buy/sell agreements, stockholder agreements, warrant agreements, proxies, or right of first refusal agreements.

 

 

 

7

Any registration rights or pre-emptive rights agreements.

 

 

 

8

Powers of attorney on any matter.

 

 

 

9

Convertible debt instruments.

 

 

 

10

Other contracts, agreements, or public or private documents or commitments relating to the stock of the Company.

 

 

 

11

Any debt arrangements, guarantees or indemnification between officers, directors or the shareholder and the Company.

 

 

 

(C) Material Contracts and Agreements

1

List of banks or other lenders with whom Company has a financial relationship

 

 

 

2

Credit agreements, debts instruments, security agreements, mortgages, financial or performance guaranties, indemnifications, lines, equipment leases or other agreements evidencing outstanding loans to which the Company is a party or was a party within the past two years.

 

 

 

3

All material correspondence with lenders during the last three years, including all compliance reports submitted by the Company or its accountants.

 

 

 

4

List of major clients and their locations.

 

 

 

5

Any other material contracts. Orders, service level agreements etc.

 

 

 

(D) Litigation

1

Copies of any pleadings or correspondence for pending or prior lawsuits involving the Company or the Founders.

 

 

 

2

Summery of disputes with suppliers, competitors, or customers.

 

 

 

3

Correspondence with auditor or accountant regarding threatened or pending litigation, assessment or claims.

 

 

 

4

Decrees, orders or judgments of courts or governmental agencies.

 

 

 

5

Settlement documentation.

 

 

 

(E) Employees and Related Parties

1

A management organization chart and biographical information.

 

 

 

2

Summary of any labor disputes.

 

 

 

3

Correspondence, memoranda or notes concerning pending or threatened labor stoppage.

 

 

 

4

All employment and consulting agreements, loan agreements and documents relating to other transactions with officers, directors, key employees and related parties.

 

 

 

5

Schedule of all compensation paid to officers, directors and key employees for most recent fiscal year showing separately salary, bonuses and non-cash compensation (i.e. use of cars, property, etc.)

 

 

 

6

Summary of employee benefits and copies of any pension, profit sharing, deferred compensation and retirement plans.

 

 

 

7

Calculation of price per working hour, incl/excl. overhead cost.

 

 

 

8

Summary of management incentive or bonus plans not included in (7) above, as well as other non-cash forms of compensation.

 

 

 

(F) Financial Information

1

Audited financial statements since inception (unaudited financials are unavailable).

 

 

 

2

Accounting statements on a cash basis.

 

 

 

3

Quarterly income statements for the last two years and the current year (to date).

 

 

 

4

Financial or operating budgets of projections.

 

 

 

5

Business plan and other documents describing current and/or expected business of the Company including all material marketing studies, consulting studies or reports prepared by the Company.

 

 

 

6

A description of all changes in accounting methods or principles during the last three fiscal years.

 

 

 

7

Any documents relating to materials write-offs other than in the ordinary course.

 

 

 

8

Revenue gross margin and average selling price by product or service.

 

 

 

9

Management letters or special reports by auditors and any responses thereto for the last three fiscal years.

 

 

 

10

Letters of counsel to the Company delivered to auditors for the last three fiscal years.

 

 

 

11

Aging schedules for accounts receivable for the last two years.

 

 

 

12

Breakdown of G&A expenses for the last two years.

 

 

 

13

Copies of any valuations of the Company’s stock.

 

 

 

14

Description of all contingent liabilities.

 

 

 

(G) Property

1

List of all real and material personal property owned by the Company.

 

 

 

2

List of all real estate material and immaterial property owned by the Company.

 

 

 

3

Documents of title, register, mortgages, deeds of trust and security agreements pertaining to the properties listed by article 1 + 2.

 

 

 

4

Trademarks

 

 

 

5

Software

 

 

 

6

Hardware

 

 

 

7

Internet Domain

 

 

 

8

Data Base

 

 

 

9

Insurance policy

 

 

 



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