Categories most reviews cover
Most checklists start with the company's own foundation: formation documents, ownership records, board and shareholder approvals, and any agreements that give investors special rights. Material contracts come next, read for consent requirements, change-of-control triggers, exclusivity, and termination rights that a deal could set off. Pending and threatened litigation, government inquiries, and regulatory permits show where exposure already exists. Intellectual property review asks whether the company actually owns what it uses, including code and designs created by contractors and founders. Employment matters, real estate, tax, data privacy, and insurance usually round out the list, with the weight shifting by industry.
Fitting the list to the deal
A generic checklist is a starting point, not a plan. A software acquisition puts more weight on licenses, open-source use, and customer data, while a manufacturing target may raise environmental, product safety, and supply chain questions first. Structure matters too: in a stock purchase or merger, liabilities generally stay with the company the buyer now owns, while an asset deal lets the parties negotiate more about what transfers. Sellers benefit from running the same checklist on themselves before the data room opens, because problems found early can often be fixed, disclosed on their own terms, or priced. Requests that go unanswered deserve a follow-up rather than an assumption that nothing is there.
What the review should produce
The output that matters is usually a short report that ranks issues by consequence rather than a long summary of every document. Some findings call for a closing condition, such as a third-party consent or a corrected filing. Others shape the purchase agreement through specific indemnities, escrow or holdback arrangements, or representations tailored to a known risk. A few may change the price or the structure, and occasionally a finding is serious enough to end the conversation. When we take on a review, we first agree with the client on scope, materiality levels, and timing, and we coordinate with the financial, tax, and technical advisors so that work is not duplicated.
