Drafts M&A closing checklists tracking documents, approvals, consents, and action items from signing through post-closing. Use when coordinating closings for mergers, acquisitions, stock purchases, asset deals, or any corporate transaction requiring multi-party document tracking and funds flow management.
Drafts M&A closing checklists tracking documents, approvals, consents, and action items from signing through post-closing. Use when coordinating closings for mergers, acquisitions, stock purchases, asset deals, or any corporate transaction requiring multi-party document tracking and funds flow management.
M&A Closing Checklist
Generates a transaction-specific closing checklist covering corporate authorizations, transaction documents, third-party consents, regulatory filings, funds flow, and post-closing obligations.
Prerequisites
Before drafting, collect:
Definitive agreement — purchase/merger agreement with all schedules
Transaction structure — stock purchase, asset purchase, or merger
Party information — legal names of buyer, seller, target, escrow agent
Closing logistics — date, time (with timezone), location or virtual platform
Material contracts — contracts with change-of-control or consent provisions
Bring-down/MAC certificate (no material adverse change since signing)
Tax certificates: W-9 (domestic), FIRPTA under IRC § 1445 (foreign seller), state withholding
VI. Funds Flow
Prepare a funds flow memorandum itemizing: base purchase price, working capital adjustment, escrow deposits (indemnification + earnout), creditor payoffs, transaction expenses (both sides), transfer taxes, and net proceeds to seller. Each line: amount, payee, wire instructions.
Wire instructions verified via verbal callback (fraud prevention)
Closing/settlement statement for tax reporting
VII. Post-Closing
File certificate of merger (coordinate effective time)
Press release (both parties approve; securities law compliance if public)
