M&A Due

Diligence Checklist
Editor’s Note: This sample letter and initial legal due diligence document request is directed to the domestic
seller or target company in an M&A transaction. The form below includes a general list of documents and
information requested in many M&A transactions.

Note, however, that some requests may not be appropriate for all transactions (e.g., certain requests may only
apply to a public or private company, and certain equity and property documents may not be relevant in an asset
purchase). If a request is broader than needed for the purposes of due diligence, it may be useful to limit the
scope of the particular request. In some cases, the five-year limitation may be sufficient; in other cases, limitations
such as a materiality standard may be appropriate.

Access additional M&A due diligence materials and on Bloomberg Law’s Due Diligence Toolkit resource.

Dear [Contact Person]:

We have been retained by our client, [Client Name] (“Client”) to conduct a legal due diligence review of [Seller/Target
Name], a [State] [Entity Type] (the “Company,” and, together with Client, the “Parties”) in connection with the proposed
[Transaction Type] transaction contemplated by the Parties. This Due Diligence Checklist identifies the information
necessary to complete our review. Should you wish to provide the information to us via access to a virtual data room,
please contact us in advance to arrange the terms of such arrangements.

Despite the comprehensive nature of this list, we may need to request additional information or seek further explanation
as we proceed with our review. It is also possible that some of the information requests listed below are not applicable
to the Company’s business. Please indicate this by checking the “N/A” box next to the specific request. Unless otherwise
specified below, where applicable, please provide all relevant documentation for the past [five (5) years].

If you have any questions about this Due Diligence Checklist, please contact [Law Firm Contact Person] at [Phone] or [E-Mail].

If you have any questions about this Due Diligence Checklist, please contact [Law Firm Contact Person] at [Phone] or [E-Mail].

A. Organizational and Corporate Documents

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. Copies of the articles or certificates of incorporation (or other ❏ ❏

organizational documents) and by-laws or operating agreements
of the Company and its subsidiaries, and all amendments thereto.

2. Copies of meeting minutes, and consents to actions without ❏ ❏

a meeting, of the shareholders, boards of directors, board
committees, and similar governing bodies of the Company
and its subsidiaries, and all materials and documents
presented at any such meeting or to any such individual.

M&A Due Diligence Checklist 1

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

3. An organizational chart of the Company and its subsidiaries, ❏ ❏

including a list of all current officers and directors of the
Company and each subsidiary.

4. Biographical information pertaining to all current officers and ❏ ❏

directors of the Company and its subsidiaries.

5. A list of all names under which the Company and its ❏ ❏

subsidiaries have conducted business (including fictitious
names) since their inception.

6. A schedule of all addresses at which the Company and its ❏ ❏

subsidiaries have had offices, held property, or conducted
business since their inception.

7. A schedule of all jurisdictions in which the Company and its ❏ ❏

subsidiaries are registered or qualified to do business and copies
of such qualifications or similar documents, as applicable.

8. A description of the equity structure of the Company and its ❏ ❏

subsidiaries, including the number of authorized and outstanding
shares of each class or series of the capital stock (or other equity
or membership interests).

9. A schedule of the holders of all shares of capital stock or other ❏ ❏

equity or membership interests, options, warrants, bonds, and
other securities of the Company and its subsidiaries, and the
holders of all rights to acquire such securities, including the
number of securities or rights held, a description of all rights
to acquire securities, and the consideration paid for all such
securities and rights.

10. Sample copies of all certificates or similar documents evidencing ❏ ❏

the shares of capital stock or other equity or membership interests,
options, warrants, bonds, and other securities of the Company and
its subsidiaries.

11. Copies of all shareholder agreements, voting trusts, proxies, powers ❏ ❏

of attorney, or other restrictive agreements relating to the sale or
voting of shares of capital stock or other equity or membership
interests of the Company or its subsidiaries since inception, and all
amendments thereto.

12. Copies of all applications or permits for the issuance or transfer ❏ ❏

of securities since inception.

M&A Due Diligence Checklist 2

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

13. Copies of all agreements, memoranda, or offering materials relating ❏ ❏

to sales of securities or other equity or membership interests of
the Company or its subsidiaries; copies of correspondence with
investors; and copies of any written proposals for the acquisition of
securities or other or membership equity interests of the Company
or its subsidiaries, including financial projections prepared in
connection therewith, private placement memoranda, and copies of
appraisals and fairness opinions issued, regardless of time period,
and all amendments thereto.

14. Copies of all agreements under which any person has rights ❏ ❏
concerning issued or unissued securities or other equity or
membership interests of the Company or its subsidiaries since
inception, including, without limitation, rights of purchase,
re-purchase or sale, preemptive rights or rights of first
refusal, registration rights, options, warrants or convertible
securities, or other equity or membership interests, and
all amendments thereto.

15. Copies of all other agreements of the Company or its subsidiaries ❏ ❏

to issue any securities or other equity interests, since inception,
and all amendments thereto.

16. A copy of the most recent directors’ and officers’ questionnaire. ❏ ❏

17. Copies of all indemnification agreements for the directors and officers ❏ ❏
of the Company and its subsidiaries, and all amendments thereto.

18. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 3

B. Financial and Accounting Records

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. Copies of all audited and unaudited financial statements of the ❏ ❏

Company and its subsidiaries, including all independent auditor
reports relating to such statements.

2. Copies of all correspondence and documents concerning ❏ ❏

any audits of the Company and its subsidiaries, including any
management letters or special reports by auditors and any
responses thereto, and any letters of counsel to the Company
or its subsidiaries delivered to auditors.

3. A list and description of all liabilities not appearing in the most ❏ ❏

recent financial statements of the Company and its subsidiaries.

4. Copies of the most recent financial or operating budgets and ❏ ❏

projected financial and cash flow statements of the Company
and its subsidiaries.

5. A summary of the accounting policies of the Company and its ❏ ❏

subsidiaries and a description of any changes in their accounting
methods, policies, or principles.

6. Copies of documents relating to any material write-downs or ❏ ❏

write-offs by the Company and its subsidiaries other than in the
ordinary course of business.

7. Copies of all aging schedules for accounts receivable of the ❏ ❏

Company and its subsidiaries.

8. A breakdown of all general and administrative (G&A) expenses ❏ ❏

of the Company and its subsidiaries.

9. A breakdown of the revenue, gross margin, and average selling price ❏ ❏

of the products and services of the Company and its subsidiaries.

10. Copies of all valuations of the equity securities of the ❏ ❏

Company and its subsidiaries since inception.

11. Copies of all recorded contingent liabilities of the ❏ ❏

Company and its subsidiaries.

12. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 4

C. Tax Matters

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A schedule identifying in which states and local jurisdictions the ❏ ❏

Company and its subsidiaries currently file any tax returns and pay
any taxes, and the tax returns and taxes paid in each jurisdiction.
Taxes include income, personal property, real property, payroll,
unemployment, social security, and VAT and sales and use taxes.

2. Copies of all federal, state, and local income or other tax filings ❏ ❏
of the Company and its subsidiaries for the three (3) most recent
closed tax years and all open tax years.

3. Copies of all other documents providing evidence that the ❏ ❏

Company and its subsidiaries are current on all taxes, including
income, personal property, real property, payroll, unemployment,
social security, and VAT and sales and use taxes.

4. A description of all tax audits involving the Company and its ❏ ❏

subsidiaries for the three (3) most recent closed tax years and
all open tax years, and copies of all relevant correspondence
and documents.

5. Copies of all written tax sharing or tax benefit agreements, ❏ ❏

including, in connection with state unitary tax filings, involving
the Company and its subsidiaries, since inception and all
amendments thereto.

6. Copies of all consents and agreements with any tax authority ❏ ❏

executed by the Company and its subsidiaries since inception
and all amendments thereto.

7. A description and copies of all tax deficiency assessments filed ❏ ❏

against the Company and its subsidiaries, since inception, and
the resolution of all such deficiencies.

8. A description of all pending and threatened disputes with any ❏ ❏

tax authorities relating to the Company and its subsidiaries, and
copies of all relevant correspondence and documents.

9. A description of all real estate taxes payable with respect to the real ❏ ❏
property owned or leased by the Company and its subsidiaries.

10. Copies of all notices of assessment, revenue agents’ reports, and ❏ ❏

similar documents from federal, state, or local authorities with
respect to any currently “open” tax years.

M&A Due Diligence Checklist 5

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

11. Copies of any IRS Form 3115 - Application for Change ❏ ❏

in Accounting Method filed, including reporting any
Section 481(a) depreciation adjustments.

12. A description of any tax shelters, tax shelter transactions, ❏ ❏

or any reportable transactions.

13. A description of any material acquisitions with respect to which the ❏ ❏

Company does not have a pre-closing tax indemnity from the Seller.

14. Information regarding whether the Company is required to ❏ ❏

maintain a reserve in respect of taxes for purposes of ASC 740
(formerly FIN 48). If so, please state the total amount of such
reserve. Please discuss the issues, and associated assessments
of such issues, underlying any such reserve.

15. [Other Requests.] ❏ ❏

D. Loans and Obligations

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A schedule of all banks, creditors, guarantors, or other lenders ❏ ❏

with which the Company and its subsidiaries have a relationship,
including a description of the nature of the relationship.

2. Copies of all instruments evidencing any indebtedness and lines of ❏ ❏

credit under which the Company or its subsidiaries is the borrower,
or to which any of their respective assets may be subject, and all
amendments, consents, and waivers relating thereto.

3. Copies of all security agreements, trust indentures, mortgages, ❏ ❏

deeds of trust, guaranties, installment purchase agreements,
finances, leases, letters of credit, contingent obligations, and
indemnities as to which the Company or its subsidiaries may
be liable in whole or in part, or to which any of their respective
assets may be subject, and all amendments, consents, and
waivers relating thereto.

M&A Due Diligence Checklist 6

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

4. Copies of all documents relating to any debt, guaranty, ❏ ❏

indemnification, or similar arrangement still outstanding
between the Company or its subsidiaries and any officer,
director, manager, key employee, consultant, or shareholder
of the Company or its subsidiaries, and all amendments,
consents, and waivers relating thereto.

5. Copies of all outstanding letters of credit and performance and other ❏ ❏

bonds issued by or for the account of the Company or its subsidiaries
and all amendments, consents, and waivers relating thereto.

6. Copies of all instruments (and related financing statements) ❏ ❏

evidencing a mortgage, security interest, lien, or encumbrance on
any of the assets of the business of the Company and its subsidiaries
and all amendments, consents, and waivers relating thereto.

7. Copies of all compliance reports submitted by the Company or its ❏ ❏

subsidiaries or their independent public accountants during the
past three (3) years relating to any debt instruments.

8. Copies of all compliance certificates as to covenants or restrictions ❏ ❏

thereunder relating to all indentures, credit agreements, sale-
leaseback agreements or any other agreements, evidencing other
financing arrangements of the Company or its subsidiaries.

9. Copies of all other material correspondence between the ❏ ❏

Company or its subsidiaries and all banks, creditors, guarantors,
and other lenders.

10. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 7

E. Property and Equipment

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A schedule of all physical assets and equipment owned, held, or used ❏ ❏

by the Company and its subsidiaries, including a description of the
ownership and nature of such equipment and the material terms of
any finance lease or security agreement related to such equipment.

2. A schedule of all inventories of the Company and its subsidiaries, ❏ ❏

including descriptions, locations, and the quantity of inventory.

3. A schedule of all real property owned or leased by the Company

and its subsidiaries. ❏ ❏

4. Copies of all existing title insurance policies or abstracts of title

(including all binders, certificates, deeds, and other related
instruments) to real property owned by the Company and its ❏ ❏
subsidiaries, and all amendments thereto.

5. Copies of all leases, subleases, financing agreements, and security

agreements relating to all real and personal property leased by
or to the Company and its subsidiaries, all correspondence with ❏ ❏
lessors or lessees regarding alleged defaults under such leases,
subleases, or other agreements, and all amendments thereto.

6. Copies of all appraisal reports or surveys with respect to all real

property owned or leased by the Company and its subsidiaries. ❏ ❏

7. Copies of all warranties and guaranties in effect with respect to all

real and personal property owned or leased by the Company and ❏ ❏
its subsidiaries and all amendments thereto.

8. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 8

F. Intellectual Property

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A list of all registered and unregistered copyrights, trademarks, ❏ ❏

service marks, patents, and other intellectual property (including all
prior or pending applications relating thereto) owned by or licensed
by or to the Company and its subsidiaries since inception and copies
of all agreements, instruments, certificates of registration, and
correspondence relating to the acquisition, assignment, licensing,
ownership, and registration thereof.

2. A list and description of all software owned, licensed to or by, ❏ ❏

or used by the Company and its subsidiaries.

3. Copies of all active royalty, fee, and license agreements involving the ❏ ❏
Company or its subsidiaries and any other documents concerning
the grant to or by the Company or its subsidiaries of any concessions
or other special rights, privileges or franchises concerning intellectual
property, and all amendments thereto.

4. A list of all Internet domain names held, assigned to, or used by ❏ ❏

the Company and its subsidiaries.

5. A list and description of all pending or threatened claims for ❏ ❏

infringement or other violations of proprietary rights relating to
intellectual property owned, licensed to or by, or used by the
Company and its subsidiaries.

6. Copies of all Company policies regarding intellectual property ❏ ❏

registration, use, maintenance, and monitoring.

7. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 9

G. Material Contracts

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. Copies of all joint venture, partnership, teaming, subcontract, and ❏ ❏

alliance agreements to which the Company or any subsidiary is a
party, and all amendments thereto.

2. Copies of all agreements with customers making up the top [ten ❏ ❏

percent (10%) of the revenues] of the Company or any subsidiary in
its most recent fiscal year, together with all other agreements among
the Company and its subsidiaries, and all amendments thereto.

3. Copies of all brokers, finders, financial advisory or similar ❏ ❏

agreements to which the Company or any of its subsidiaries
is a party, and all amendments thereto.

4. A list of all affiliates (”Affiliates“) and associates (”Associates“), ❏ ❏

each as defined in Rule 12b-2 enacted under the Securities and
Exchange Act of 1934 (17 C.F.R. § 240.12b-1), as amended, of each
of the Company and its subsidiaries.

5. Copies of all written agreements, and summaries of all unwritten ❏ ❏

arrangements or understandings, presently in effect between the
Company or its subsidiaries and any Affiliate or Associate or any
of their affiliates or associates [since the formation of such entity],
including any (a) agreements with respect to apportionment or
sharing of tax liability; (b) indemnification agreements; (c) leases;
(d) guaranties; (e) consulting, management, or other service
agreements; (f) agreements with respect to shared facilities or
functions; (g) purchase and supply contracts; and (h) licenses,
and all amendments thereto.

6. Copies of all insurance policies (including all binders, ❏ ❏

certificates, and other related instruments) of the Company
and its subsidiaries, including all general liability, property,
casualty, product liability, directors and officers liability, workers
compensation, key man, stop-loss and excess policies,
cyberinsurance, and all amendments thereto.

7. Copies of all correspondence and documents relating to cancellation ❏ ❏

or non-renewal of, or declination of coverage under, any insurance
policy of the Company or its subsidiaries.

8. Information concerning the claims experience under each ❏ ❏

insurance policy of the Company and its subsidiaries.

9. A description of each self-insurance, captive insurance, and similar ❏ ❏

program of the Company and its subsidiaries and copies of all
related actuarial reports.

M&A Due Diligence Checklist 10

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

10. Copies of all other relevant documents and materials pertaining ❏ ❏

to the insurance and liability exposure of the Company and its
subsidiaries, including special reserve funds and accounts, and
all amendments thereto.

11. Information concerning any contemplated joint ventures, ❏ ❏

partnerships, alliances, subcontracts, acquisitions, or divestiture
of property or assets involving the Company or its subsidiaries.

12. Copies of all other contracts involving the Company or its subsidiaries ❏ ❏
not covered by the foregoing, including, without limitation, acquisition
or purchase agreements, agency or commission agreements, land
purchase agreements, building or construction agreements, supplier
or customer agreements, agreements with government entities
(domestic or foreign), and agreements to divest property or assets,
and all amendments thereto.

13. A list of any trade associations or other advocacy groups of ❏ ❏

which the Company or its subsidiaries are members.

14. A schedule of any and all material consents and approvals ❏ ❏

required from, and notices and filings required to be made to or
with, any third party (including any federal, state, local, or foreign
governmental body) in connection with the Transaction.

15. A schedule of any and all hedging or swap agreements to which ❏ ❏

the Company is a party or to which any of the assets of the
Company are subject, together with copies of the same, along with
a summary (or copies of) any policies for commodities trading and
for hedging market risk, and information regarding whether each
existing hedging arrangement that has been identified as a hedge
for U.S. federal income tax purposes.

16. A schedule of, and copies of, any and all agreements with any ❏ ❏
governmental entities.

17. A schedule of, and copies of, agreements or proposals for,

any and all pending bids or recompetes for contracts with any
governmental entities.

18. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 11

H. Operational Matters

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A schedule of all customers or clients of the Company ❏ ❏

and its subsidiaries.

2. A list of all suppliers and other third-party service providers ❏ ❏

of the Company and its subsidiaries.

3. Copies of all form purchase and supply contracts of the Company ❏ ❏

and its subsidiaries and description of their terms, including price
determination, conditions, rebate arrangements, special concessions,
etc.

4. Copies of all marketing, sales, franchise, distribution, commission, ❏ ❏

agency, promotion, influencer, and representative agreements,
and a list of all independent salespersons or distributors for each
of the Company and its subsidiaries.

5. Copies of all business plans, marketing plans, sales forecasts, ❏ ❏

consultant studies or reports, and similar documents prepared
in connection with the development or implementation of any
marketing plan or strategy of the Company and its subsidiaries,
including documents discussing pricing, price trends, off-list
pricing, and industry trends, whether historical or forecasted.

6. Copies of all written agreements of the Company and its ❏ ❏

subsidiaries regarding advertising, promotion, or public relations
and copies of all advertising materials, sales brochures, and other
marketing materials, and all amendments thereto.

7. A description of the credit or collection policies of the Company ❏ ❏

and its subsidiaries.

8. Copies of all manuals describing the internal policies (including ❏ ❏

any policies regarding social media and online privacy policies)
and procedures of the Company and its subsidiaries.

9. Copies of all press releases issued by the Company and its subsidiaries. ❏ ❏

10. A description of any significant changes in the operations of the ❏ ❏

Company or its subsidiaries that have occurred within the past [2 years].

11. Copies of any information concerning competitors compiled by, ❏ ❏

or for the benefit of, the Company or its subsidiaries.

12. Copies of any customer satisfaction surveys compiled by, or ❏ ❏

for the benefit of, the Company or its subsidiaries.

M&A Due Diligence Checklist 12

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

13. A list of social media platforms utilized by the Company, a ❏ ❏

description of the Company’s use of the platforms, and a list
of any employee or contractor who has access or operates the
Company’s account(s) on the platforms.

14. [Other Requests.] ❏ ❏

I. Litigation

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A list and description of all pending or threatened litigation or ❏ ❏

governmental investigations (domestic or foreign) involving the
Company or its subsidiaries (including antitrust violations).

2. A list and description of all pending or threatened litigation or ❏ ❏

governmental investigations (domestic or foreign) involving any
officer, director, manager, or holder of more than [five percent
(5%)] of the outstanding capital stock, partnership interests, or
membership interests of the Company or its subsidiaries.

3. A list and description of all orders, writs, decrees, injunctions, ❏ ❏

judgments or rulings by any court or agency that may bind the
Company or its subsidiaries.

4. A list and description of all settlements of litigation and/or any ❏ ❏

waiver agreement canceling any claim or right [of substantial
value] involving the Company or its subsidiaries.

5. Copies of all settlement documents relating to the Company or its ❏ ❏

subsidiaries, including agreements waiving statutes of limitations
or extending time.

6. A schedule containing descriptions of all disputes between the ❏ ❏

Company or its subsidiaries and any suppliers, competitors,
customers, or clients, including a description of the disputed
contract terms, and if resolved, a description of the resolution
reached by the parties.

7. Copies of any correspondence between the Company or its ❏ ❏

subsidiaries and any auditor or accountant regarding any
threatened or pending litigation, assessment, or claims.

8. [Other Requests.] ❏ ❏

M&A Due Diligence Checklist 13

J. Regulatory Matters

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A list and description of all regulatory filings, reports, licenses, ❏ ❏

permits, consents, registrations, and regulatory approvals required
for the Company and its subsidiaries to conduct business.

2. Copies of all regulatory filings, reports, licenses, permits, certificates ❏ ❏

of authority, consents, and regulatory approvals made or obtained
by Company and its subsidiaries.

3. A list and description of all violations and alleged violations of ❏ ❏

governmental laws or regulations by the Company or its subsidiaries.

4. Copies of all correspondence with federal, state, local, or foreign ❏ ❏

regulatory bodies that currently regulate or regulated any portion
of the business of the Company or its subsidiaries, including any
notices of violations from such regulatory bodies.

5. Copies of minutes or other transcripts of any and all meetings held ❏ ❏

with, and copies of any correspondence with, any federal, state, local,
or foreign regulatory agency.

6. A list and description of all governmental filings and consents required ❏ ❏

for a purchase of the shares of the Company or its subsidiaries.

7. Copies of the Company’s antitrust compliance program, including ❏ ❏

manuals and policies.

8. [Other Requests.] ❏ ❏

K. Employment and Compensation Matters

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. A schedule of each officer, director, manager, [key] employee, ❏ ❏

consultant, and independent contractor of the Company and
its subsidiaries, including his or her title, length of service, and
salary, hourly rate, or other compensation (including any non-cash
compensation) for the last three (3) years.

2. A copy of each employment, consultant, independent contractor, ❏ ❏

noncompetition, confidentiality, nondisclosure, or similar agreement
between the Company or its subsidiaries and each officer, director,
manager, [key] employee, consultant, or independent contractor, and
all amendments thereto.

M&A Due Diligence Checklist 14

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

3. A copy of each agreement or other document relating to any ❏ ❏

loan or other transaction between the Company or any subsidiary
and each officer, director, manager, employee, consultant, or
independent contractor and all amendments thereto.

4. A copy of each employee benefit, executive compensation, or ❏ ❏

similar plan or agreement maintained by the Company and its
subsidiaries, including each pension, retirement, profit-sharing,
incentive, bonus, commission, severance, salary continuation,
change of control, stock option, stock purchase, restricted stock,
deferred compensation, welfare, medical, disability, and fringe
benefit plan, including all individual agreements or schedules, trust
agreements, funding agreements, insurance contracts, and summary
plan descriptions related thereto, and all amendments thereto.

5. Copies of the most recent IRS determination letter (or application ❏ ❏

therefor), the three most recent IRS Form 5500s (including all
schedules and attachments thereto) and the three most recent
actuarial reports for each such plan, as applicable.

6. For each Welfare Plan (as defined in the Internal Revenue Code), ❏ ❏
information indicating all premiums paid, claims incurred, claims
paid, reserves, and administrative expenses during the last three (3)
years, as applicable.

7. A copy of each collective bargaining agreement to which the ❏ ❏

Company or any subsidiary is a party and all amendments thereto.

8. A schedule of all current negotiations with any party seeking to ❏ ❏

become the bargaining unit for any employees of the Company or
its subsidiaries.

9. A copy of each multiemployer plan to which the Company or its ❏ ❏

subsidiaries contribute, or had an obligation to contribute, during
the past six (6) years.

10. With respect to each such multiemployer plan, a schedule of all ❏ ❏

contributions by the Company and its subsidiaries for the last six
(6) years, a calculation of the potential withdrawal liability to the
Company and its subsidiaries pursuant to Section 4221(c) of ERISA,
and a description of all pending claims for complete or partial
withdrawal against the Company or its subsidiaries.

11. A description of all pending or threatened employment claims ❏ ❏

(e.g., discrimination, sexual harassment, wrongful termination),
union organizing activity, strikes, slowdowns, work stoppages,
or other labor disputes at any facility of the Company or its
subsidiaries, since inception, and copies of all correspondence and
documents related thereto.

M&A Due Diligence Checklist 15

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

12. Copies of all correspondence and documents relating to any pending ❏ ❏

or threatened audits, inquiries, or investigations concerning any plan,
officer, director, manager, employee, consultant, or independent
contractor of the Company or its subsidiaries by the Internal Revenue
Service, Department of Labor, Pension Benefit Guaranty Corporation,
Occupational Safety and Health Administration, or any other federal,
state, or local agency within the last six (6) years.

13. Copies of all reports or material correspondence submitted by, or ❏ ❏

on behalf of, the Company or its subsidiaries to any federal, state,
or local governmental agency during the last three (3) years.

14. Copies of all correspondence and documents concerning all ❏ ❏

“reportable events” with respect to any plan to which the Company
or its subsidiaries contribute, or had an obligation to contribute,
during the last six (6) years.

15. Copies of all employee and personnel handbooks, policies, ❏ ❏

procedures, and manuals maintained by the Company and
its subsidiaries.

16. Copies of all Company policies relating to sexual harassment and

misconduct, including descriptions of all policies and procedures
concerning sexual harassment and misconduct.

17. [Other Requests.] ❏ ❏

L. Data Privacy & Security

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. Copies of all Company policies related to the protection of privacy of ❏ ❏

employees, customers, and consumers, including privacy disclosures
on web sites, mobile apps, and other written notices of privacy
practices required under applicable law.

2. Copies of all Company policies directed to information security ❏ ❏

at the Company and at its external service providers, including
physical, administrative, and logical/computer security policies.

3. To the extent not addressed in documents responsive to item (2) ❏ ❏

above, copies of all Company policies related to preparation and
response to breaches of data security and/or unauthorized access
to personal data of employees, customers, and consumers.

M&A Due Diligence Checklist 16

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

4. Copies of the last three (3) years of reports for any audits conducted ❏ ❏
on Company’s internal systems and controls, including but not limited
to audits specifically directed at compliance with data privacy laws
(e.g., Statement on Standards for Attestation Engagements (SSAE) or
other audit protocols).

5. Provide the name(s) and title(s) of the person or persons who ❏ ❏

function as the Company’s chief privacy officer and chief security
officer or who have comparable job responsibilities at the Company.

6. A copy of data privacy and security awareness or other ❏ ❏

training materials used with Company employees during
the past three (3) years.

7. A list of any current certifications held by the Company or its ❏ ❏

employees for compliance with information security standards
(e.g., System and Organization Controls (SOC), Payment Card
Industry Data Security Standard (PCI DSS), Health Insurance
Portability and Accountability Act (HIPAA) / Health Information
Technology for Economic and Clinical Health (HITECH) Act,
International Organization for Standardization (ISO), Cloud Security
Alliance (CSA), National Institute of Standards and Technology
(NIST) Cybersecurity Framework).

8. A description of the type of background checks conducted by the ❏ ❏

Company with employees and contractors who will have access
to personal data of employees, customers, and consumers and/or
access to Company systems that process personal data.

9. Identification and description of any incidents, investigations, claims, ❏ ❏

or legal or administrative actions occurring within the last three (3)
years involving (i) an actual or potential violation by the Company of
any law or regulation protecting the privacy or security of personal
data, and (ii) actual or potential unauthorized access to Company
systems or to personal data held by or on behalf of the Company. A
description of the resolution of such incidents, investigations, claims,
or legal or administrative actions, whether notification of individuals
or regulators was made pursuant to any applicable laws, and
whether any fines or consent decrees were imposed.

10. If the Company transfers or receives personal data from data ❏ ❏

subjects residing outside the United States, a description of the
measures taken by the Company to comply with applicable laws
governing cross-border transfer of personal data, such as the
European Union General Data Protection Regulation (GDPR).

11. Describe any personal information shared with affiliated or ❏ ❏

unaffiliated entities for marketing purposes.

M&A Due Diligence Checklist 17

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

12. Describe the Company’s use of first-party cookies or other first- ❏ ❏

party identifiers, web beacons, tracking pixels, or other tracking
technologies or the Company’s allowance of third parties to place
their own tracking devices on user computers.

13. List and describe the Company’s use of any global or regional ❏ ❏
databases or applications for the purpose of storing personal data.

14. [Other Requests.] ❏ ❏

M. Environmental, Social, Governance (ESG) Matters

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. Copies of all environmental investigations, reviews, or assessments, ❏ ❏

including Phase I and Phase II environmental investigations or
assessments, regardless of timeframe, relating to the real property
and buildings owned or leased by the Company and its subsidiaries.

2. A list and description of all hazardous substances used by the ❏ ❏

Company or its subsidiaries.

3. Copies of all books and records of the Company and its subsidiaries ❏ ❏
relating to the use, handling, storage, transportation, and disposal of
hazardous substances.

4. A list and description of any off-site hazardous material storage ❏ ❏

or disposal locations.

5. Copies of any studies, analyses, or reports on: ❏ ❏

a) pollution and contamination resulting from
the Company’s business operations;
b) the impacts on biodiversity and relevant ecosystems
resulting from the Company’s business operations;
c) the Company’s exposure to climate change risks and
impacts of exposure to extreme weather;
d) the Company’s energy and water usage; or
e) the usage of any other scare resources.

6. Copies of any Company policies or statements on responsible ❏ ❏

sourcing and supply chain risks.

M&A Due Diligence Checklist 18

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

7. Copies of any legal actions, regulatory investigations, complaints, ❏ ❏

settlements, orders, or fines or similar documents relating to
environmental concerns.

8. A list of all licenses, permits, or similar arrangements related to ❏ ❏

the environmental impact of the Company’s business operations.

9. Describe any known contaminations or hazardous material ❏ ❏

concerns, such as (but not limited to): asbestos; lead paint;
petroleum products; mercury; radioactivity; and radon.

10. Copies of any studies, analyses, or reports on customer ❏ ❏

satisfaction with the Company.

11. Copies of any studies, analyses, or reports on employee

satisfaction with the Company.

12. Copies of any investigation reports, litigation, fines, penalties, ❏ ❏

or other sanctions relating to workplace safety violations.

13. Copies of any investigation reports, litigation, fines, penalties, ❏ ❏

or other sanctions relating to product safety violations or
product liability.

14. Copies of Company policies on workplace safety, child labor, ❏ ❏

and human trafficking.

15. Copies of Company policies on diversity and inclusion, at the board ❏ ❏

level, among senior management, and throughout the workforce.

16. Copies of the Company’s policies concerning the vetting of ❏ ❏

subcontractors, independent contractors, and suppliers

17. Describe or identify the persons, management systems, boards, ❏ ❏

or other personnel responsible for monitoring the Company’s
sourcing and supply chain risks, particularly with respect to social
issues. Identify which persons are internal to the Company (e.g.,
Company employees) or are external consultants or contractors.

18. A list of all of the Company’s suppliers, subcontractors, and ❏ ❏

independent contractors and a description of the projects they are
working on and the geographical location of those projects.

19. Copies of the Company’s consumer protection and product ❏ ❏

safety policies.

20. Copies of Company records and policies on employee

recruitment and retention.

M&A Due Diligence Checklist 19

 Provided [or
Requested Item Public Filing N/A Comments
Identified]

21. Copies of Company records and policies on workplace safety. ❏ ❏

22. Describe the processes through which the Company reviews and ❏ ❏
investigates allegations of sexual harassment or misconduct.

23. Identify the types of corrective action the Company takes to ❏ ❏

prevent further sexual harassment or misconduct, and describe
how the Company evaluates which actions to take.

24. Identify any reports of sexual harassment made by employees ❏ ❏

within the last [five (5) years], including any made against Company
executives, directors, or employees in a management or supervisory
role. Provide copies of same.

25. Identify any settlement agreements the Company has entered into ❏ ❏
relating to allegations of sexual harassment or misconduct.

26. Copies of any reports, records, assessments, or disclosures concerning ❏ ❏

the Company’s whistleblower and grievance mechanisms.

27. Copies of any reports, policies, and disclosures concerning the ❏ ❏

Company’s compliance with accounting and disclosure standards.

28. Describe the Company’s internal controls for compliance with ❏ ❏

accounting and disclosure standards. Provide copies of any written
documentation regarding same.

29. Describe or identify the persons, management systems, boards, ❏ ❏

or other personnel responsible for monitoring the Company’s
compliance with accounting and disclosure standards. Identify
which persons are internal to the Company (e.g., Company
employees) or are external consultants or contractors.

30. Describe how the Company has integrated ESG data and/or ESG ❏ ❏
issues into executive compensation policies or plans. Provide
copies of any written documentation regarding same.

31. Copies of any plans or policies regarding management succession. ❏ ❏

32. Describe any investor initiatives or activist campaigns related ❏ ❏
to ESG data and/or ESG issues. Provide copies of any written
documentation regarding same.

33. Describe all shareholder matters, including proxies, activist ❏ ❏

investors, no action requests, or shareholder proposals, within
the last [five (5) years].

M&A Due Diligence Checklist 20

 © 2023 Bloomberg Industry Group, Inc. Bloomberg Law is a trademark and service mark of Bloomberg Finance L.P. (a Delaware limited partnership), or its subsidiaries. 782222
Provided [or
Requested Item Public Filing N/A Comments
Identified]

34. Identify all voluntary standards, frameworks, or other guidance ❏ ❏

systems or metrics not disclosed in response to prior requests
that the Company uses to determine its internal standards and
goals regarding governance issues, environmental matters, social
goals, or DEI matters and that the Company voluntarily holds itself
to. Provide copies of all disclosures or reports made under all
applicable frameworks.

35. Identify all mandatory standards, frameworks, or other metrics ❏ ❏

not disclosed in response to prior requests that the Company is
required to abide by (e.g., ESG mandatory reporting regimes, EU
regulations, EU taxonomies). Provide copies of all disclosures or
reports made under all applicable frameworks.

36. Describe or identify the persons, management systems, boards, ❏ ❏

or other personnel responsible for monitoring the Company’s
compliance with its ESG commitments and determining how
and which ESG matters are prioritized. Identify which persons
are internal to the Company (e.g., Company employees) or are
external consultants or contractors. Provide copies of all written
documentation regarding same.

37. Describe systems used to measure the importance of ESG matters ❏ ❏

among shareholders and key stakeholders. Identify how often such
importance is measured and describe how the data is used to
inform the Company’s ESG strategies. Provide copies of all written
documentation regarding same.

38. [Other Requests.] ❏ ❏

N. [Other Specific Request Categories]

Provided [or
Requested Item Public Filing N/A Comments
Identified]

1. [Other Requests.] ❏ ❏
2. [Other Requests.] ❏ ❏
0523

M&A Due Diligence Checklist 21