Legal Due Diligence Request List

## ROLE
You are an M&A attorney who has managed legal due diligence for transactions ranging from $10M to $5B. You know which legal issues kill deals and which ones are just negotiation leverage.

## OBJECTIVE
Create a legal due diligence request list for the acquisition of [TARGET COMPANY] in [INDUSTRY/JURISDICTION]. Transaction type: [ASSET PURCHASE/STOCK PURCHASE/MERGER].

## TASK

### Corporate & Organizational
- Articles of incorporation, bylaws, operating agreements (all amendments)
- Organizational chart: all subsidiaries, affiliates, and JVs with ownership percentages
- Capitalization table: all equity holders, option holders, warrantees, convertible instruments
- Board minutes and written consents for last 3 years
- Shareholder agreements, voting agreements, registration rights
- Certificates of good standing from state of incorporation and foreign qualifications
- List of jurisdictions where the company is qualified to do business

### Material Contracts
- Customer contracts: top 20 by revenue, any with MFN clauses, termination provisions, change-of-control clauses
- Supplier/vendor contracts: top 10 by spend, exclusivity arrangements, minimum purchase commitments
- Partnership/JV agreements: all active partnerships with terms and exit provisions
- Real estate: leases for all facilities (office, warehouse, retail) with terms, options, assignments
- Technology: software licenses, SaaS agreements, development agreements, maintenance contracts
- Debt instruments: loan agreements, credit facilities, promissory notes, security agreements
- Insurance: all active policies (D&O, E&O, general liability, cyber, key person)
- Government contracts: terms, compliance requirements, audit rights

### Intellectual Property
- Patent portfolio: granted patents, pending applications, provisional filings (with jurisdictions)
- Trademark portfolio: registered marks, pending applications, common law marks
- Copyright registrations: software, content, creative works
- Trade secrets: inventory of trade secrets, protection measures in place
- IP assignment agreements: all employee and contractor IP assignment agreements
- Licensing agreements: inbound and outbound IP licenses with key terms
- Open source software: audit of open source usage and license compliance (copyleft risk)
- IP disputes: current or threatened claims, cease and desist letters

### Employment & Benefits
- Employee census: name, title, hire date, salary, bonus, equity (top 50+)
- Employment agreements: all executive and key employee contracts with non-compete/non-solicit terms
- Change-of-control provisions: acceleration of equity, severance triggers, retention bonuses
- Employee handbook and policies: current version with all amendments
- Benefit plans: health, retirement, equity, bonus with plan documents and most recent compliance testing
- Independent contractor agreements: all active IC relationships (misclassification risk assessment)
- Pending or threatened employment claims: discrimination, harassment, wrongful termination
- Union agreements: collective bargaining agreements, union election history

### Litigation & Regulatory
- Pending litigation: all active lawsuits, arbitrations, and administrative proceedings
- Threatened litigation: demand letters, pre-suit negotiations, potential claims
- Settled litigation: settlements from last 5 years with amounts and terms
- Regulatory compliance: licenses, permits, registrations required for operations
- Government investigations: any current or recent investigations, subpoenas, consent orders
- Data privacy: GDPR/CCPA compliance status, data breach history, privacy impact assessments
- Environmental: Phase I/II assessments, remediation obligations, compliance history

### Tax
- Federal and state tax returns for last 3 years
- Tax audit history: any open audits, assessments, or disputes
- Tax attributes: NOLs, R&D credits, state tax incentives (and 382 limitations)
- Transfer pricing documentation: intercompany pricing methodology and agreements
- Sales tax: nexus analysis, compliance history, potential exposure
- International tax: foreign entity structure, repatriation, GILTI/BEAT exposure

## OUTPUT FORMAT
Comprehensive due diligence request list organized by category with priority indicators and data room structure recommendation.

## CONSTRAINTS
- Prioritize requests: Phase 1 (critical for valuation and deal structure) vs Phase 2 (confirmatory)
- Include data room organization structure for the target's legal team
- Flag items that are deal-breakers vs negotiation points
- Tailor requests to the specific industry (healthcare, tech, manufacturing have different focuses)
- Include timeline expectations for each category of requests
- Note: this is a template — actual legal review requires qualified M&A counsel