| name | due-diligence-checklist |
| title | Due Diligence Checklist |
| description | Drafts due diligence checklists for U.S. corporate transactions (M&A, asset purchases, investments, JVs, restructurings). Covers corporate structure, financials, tax, contracts, IP, litigation, employment, benefits, insurance, and environmental compliance. Surfaces change-of-control triggers, consent requirements, and red flags. Use when preparing for deal closing, board presentations, or investor disclosure. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/due-diligence-checklist |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Due Diligence Checklist
Generates a structured, transaction-ready due diligence checklist for U.S. M&A and corporate transactions.
Quick Start
Collect before drafting:
- Transaction type — merger, acquisition, asset purchase, investment, JV, or restructuring
- Target — company name, incorporation/operation jurisdictions
- Timeline — anticipated closing date
- Scope — business units, subsidiaries, time periods, materiality thresholds
- Priorities — known concerns, industry-specific risks, regulatory focus
Output each line item as: Item | Documents Requested | Received (Y/N/Partial) | Issues/Notes
Checklist Sections
1. Corporate Structure & Governance
- Formation docs (articles, bylaws, amendments), good standing certificates
- Cap table, stock ledger, shareholder agreements, voting trusts, transfer restrictions
- Subsidiary org chart with formation docs and ownership % for all subs/affiliates/JVs/VIEs
- Board and shareholder minutes (last 3 years); resolutions authorizing the transaction
Red flags: Governance irregularities, corporate formality gaps, piercing-the-veil risk, conflicted approvals.
2. Financial Records & Tax
- Audited financials (3–5 years): balance sheets, P&L, cash flow, footnotes, management letters
- Interim financials (current period + prior-year comparable)
- Tax returns (federal, state, local, foreign); audits, assessments, open examinations
- AR/AP aging, debt schedule with covenant compliance, off-balance-sheet obligations
- Revenue recognition policies, related-party transactions, restatements
Red flags: Covenant defaults, audit qualifications, restatements, contingent liabilities, aggressive revenue recognition.
3. Material Contracts
- Top customer/supplier contracts; change-of-control and consent provisions
- Distribution, franchise, dealer, referral agreements
- Real property leases (options, renewal, assignment restrictions); deeds for owned property
- Equipment/capital leases, financing arrangements
- Loan agreements, credit facilities, security agreements, guarantees
- JV agreements, partnership agreements, NDAs, settlement agreements
Red flags: Change-of-control triggers, consent requirements, acceleration clauses, unusual indemnification, oral agreements, post-termination obligations.
