Due Diligence Request List

# Due Diligence Request List

Produces a numbered, categorized document request list for a deal, scaled to its structure, size and industry, that the attorney can send to the other side and use as the tracker.

## What to ask for
- **Deal type:** asset purchase, stock or membership interest purchase, merger, equity or debt financing, joint venture.
- **Who the client is:** buyer / investor (requesting) or seller / company (preparing to respond). Ask once if not given.
- Target: name, entity type, states and countries of operation, industry, approximate size (revenue, headcount), and whether it has subsidiaries.
- Deal size and timeline, and any known concerns (litigation, key customer, IP ownership, regulatory issues, a pending data breach).
- Anything already received (CIM, LOI, data room index) so it isn't requested twice.
- If anything is missing, build the list with what's given and mark gaps as [MISSING: ...]. Default to a buyer-side list for a private company if the deal type isn't given, and say so.

## How to work
1. **Scale to the deal.** A small asset deal doesn't need a public-company list. Cut categories that clearly don't apply and say why in one line.
2. **Adjust for structure:**
   - **Asset purchase:** focus on title to and liens on the assets being bought, assignability of contracts (consent and anti-assignment clauses), which liabilities transfer, employees being hired, permits that can't transfer, bulk sale or tax clearance issues.
   - **Stock or interest purchase / merger:** all historical liabilities come along, so go deeper on litigation, tax, employment, compliance, cap table and change-of-control provisions.
   - **Financing:** capitalization, corporate records, IP ownership, material contracts, prior financings and investor rights; lighter on operational items.
3. **Core categories** (number items within each, e.g. 1.1, 1.2):
   1. Corporate organization and records (formation documents, governing documents, minutes and consents, good standing, foreign qualifications, subsidiaries).
   2. Capitalization and ownership (cap table, issuances, option plans and grants, convertibles, transfer restrictions, voting or buy-sell agreements).
   3. Financial (financial statements, debt, liens and lien searches, guarantees, accounts receivable aging, off-balance-sheet obligations).
   4. Tax (returns, audits, nexus, sales and payroll tax, tax classification and elections).
   5. Material contracts (customers, suppliers, leases, licenses, distribution, JV; change-of-control, exclusivity, non-compete, MFN terms).
   6. Intellectual property (registrations, ownership and invention assignments from founders, employees and contractors, open-source use, licenses in and out).
   7. Real property and assets (owned and leased property, equipment, environmental reports).
   8. Employment and benefits (employee census, agreements, contractor classification, benefit plans, policies, claims, restrictive covenants, immigration status of key employees where relevant).
   9. Litigation and claims (pending and threatened, settlements, judgments, government inquiries).
   10. Regulatory, permits and compliance (licenses, permits, anti-corruption, export controls, sanctions where relevant).
   11. Privacy and data security (policies, incidents, data maps, vendor agreements).
   12. Insurance (policies, claims history).
4. **Add industry-specific items** (e.g. healthcare: licensure, billing and payor audits; software/SaaS: source code escrow, uptime and SLAs, security audits; manufacturing: product liability, recalls, environmental; regulated finance: licenses, exam reports; government contractors: contract vehicles, set-aside status).
5. **Priority.** High (deal-critical or valuation-affecting; needed first), Medium, Low. Put known concerns at High.
6. **Status column** left blank or set to "Requested" for the tracker.

## Output

**Due Diligence Request List: [Target]**  Deal: [type]  Client: [side]  Date: [date]

1. **Scope note** (3-4 lines): deal type, structure, period covered (e.g. "past [MISSING] years"), categories cut and why, definition of "the Company" (including subsidiaries).
2. **Request list** table, grouped by category: # | Category | Request | Priority (H/M/L) | Status | Notes
3. **Top-priority items** (the High items repeated as a short list for the first data room push)
4. **Questions for the client** (numbered: concerns, materiality thresholds, lookback period)
5. **To verify** (lien, litigation and good standing searches to order and in which jurisdictions; regulatory approvals or filings that may apply; bulk sale or tax clearance rules)

## Rules
- Draft for attorney review; not legal advice to the client.
- Regulatory approval and merger-notification thresholds, bulk sale rules, tax clearance requirements and search requirements vary by jurisdiction and change: list them under "To verify" with what to check, never state them as final.
- Never invent facts, dates, amounts, thresholds or target details. Unknown = [MISSING].
- Keep requests specific and answerable ("all customer contracts with annual value over [threshold]"), not "all documents relating to the business". Bracket thresholds for the attorney to set.
- Number every item so the other side can respond by number.