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Additional Due Diligence Checklist of Items for Share Acquisition

  • Review minute book, charter documents
  • Corporate organization
  • Share option agreements/warrants or agreements to purchase or acquire securities of vendor
  • List jurisdictions in which vendor is qualified to do business and particulars
  • Copies of all certificates, permits or other registration documents
  • Shareholder agreements, voting, pooling, put or call agreements
  • Copies of all financial reports, auditors' reports
  • Any OSC filings for the past 2 years
  • List of all liabilities including contingent liabilities
  • List any corporate guarantees or indemnities
  • Copies of current year's budget, cash flow and capital programs
  • Copies of any governmental grants or support agreements
  • Details of any non-arms' length asset acquisition or disposition to which vendor has been a party in the past 5 years
  • List of all trade names, corporate names and business names, jurisdiction and number of registrations
  • List trademark applications and registrations of vendor or property
  • List trademark, trade names, industrial design, copyright
  • Licences or distribution or franchise agreements re: intellectual property
  • Copies of all trade secret and non-disclosure agreements including employee and independent contractor trade secret and non-disclosure agreements
  • Copies of all software licences held by vendor or property including web addresses and domain names. Create list of all web addresses associated with the property
  • A list and copies of all material notices, information requests, filings, permits, licenses, approvals and certificates obtained or required to be obtained from federal, provincial, local or foreign government authorities or agencies, or any other approvals or permits required to be held, in connection with vendor’s business or property, including expiration date and status
  • Copies of any reports filed with local, provincial, federal or foreign governmental authorities or agencies during the last 3 years, and copies of all correspondence to and from governmental authorities relating to the matters described above
  • List all matters currently under discussion with any local, provincial, federal or foreign governmental authorities or agencies
  • To the extent not disclosed in response to other items, details of all cases of non-compliance or alleged non-compliance with laws, regulations, regulatory policies and rules
  • Copies of all agreements relating to outstanding indebtedness of vendor property
  • Copies of all agreements and instruments evidencing security over any of the assets of vendor relating to property
  • Copies of all assignments of indebtedness, security, options or other similar agreements
  • A schedule detailing intercompany indebtedness owing to or from all affiliates
  • Copies of all guarantees provided to or by vendor or property
  • Copies of federal and provincial tax returns for previous 5 years and all Revenue Canada audit report assessments and re-assessments
  • List of all taxes, duties or charges unpaid and details of any failure to file any material tax report or return relating to the business or related to any operations of vendor or property
  • List of any tax matters, including audits, assessments, objectives, waivers or litigation, relating to vendor property currently under investigation by or discussion with Revenue Canada
  • Details of any asset acquisition by vendor which was or will be the subject of an election under section 85 of the Income Tax Act (Canada), including copies of any election forms prepared or filed
  • Details of any corporate reorganization to which vendor has been a party of which resulted in the formation of vendor, including copies of any tax opinions or memoranda in relation thereto
  • A list of all pending or threatened litigation (against or initiated by vendor), arbitration and investigations relating to vendor including parties, remedies sought and nature of action
  • Copies of pleadings and other relevant documents for all actions identified above
  • Copies of any consent decrees, judgments, etc. under which there are continuing or contingent obligations affecting vendor and its business or properties