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The Toolbox: A Due Diligence Checklist

May 10, 2012
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One of this website’s purposes is to serve as a toolbox. Maybe you or I will never use these things. But when opportunity drops into your lap, it never hurts to have a reference at your fingertips.

The following due diligence checklist comes to us courtesy of the good folks at Reputational Compliance. The original material can be found here.


A. Organization and Good Standing.


  • The Company’s Articles of Incorporation, and all amendments thereto.
  • The Company’s Bylaws, and all amendments thereto.
  • The Company’s minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups.
  • The Company’s organizational chart.
  • The Company’s list of shareholders and number of shares held by each.
  • Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.
  • A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated.
  • Copies of active status reports in the state of incorporation for the last three years.
  • A list of all states where the Company is authorized to do business and annual reports for the last three years.
  • A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business.
  • A list of all of the Company’s assumed names and copies of registrations thereof.


    B. Financial Information.


  • Audited financial statements for three years, together with Auditor’s Reports.
  • The most recent unaudited statements, with comparable statements to the prior year.
  • Auditor’s letters and replies for the past five years.
  • The Company’s credit report, if available.
  • Any projections, capital budgets and strategic plans.
  • Analyst reports, if available.
  • A schedule of all indebtedness and contingent liabilities.
  • A schedule of inventory.
  • A schedule of accounts receivable.
  • A schedule of accounts payable.
  • A description of depreciation and amortization methods and changes in accounting methods over the past five years.
  • Any analysis of fixed and variable expenses.
  • Any analysis of gross margins.
  • The Company’s general ledger.
  • A description of the Company’s internal control procedures.


    C. Physical Assets.


  • A schedule of fixed assets and the locations thereof.
  • All U.C.C. filings.
  • All leases of equipment.
  • A schedule of sales and purchases of major capital equipment during last three years.


    D. Real Estate.


  • A schedule of the Company’s business locations.
  • Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances or use permits.


    E. Intellectual Property.


  • A schedule of domestic and foreign patents and patent applications.
  • A schedule of trademark and trade names.
  • A schedule of copyrights.
  • A description of important technical know-how.
  • A description of methods used to protect trade secrets and know-how.
  • Any “work for hire” agreements.
  • A schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the Company.
  • Any patent clearance documents.
  • A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property.


    F. Employees and Employee Benefits.


  • A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service.
  • All employment, consulting, nondisclosure, nonsolicitation or noncompetition agreements between the Company and any of its employees.
  • Resumés of key employees.
  • The Company’s personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies.
  • Summary plan descriptions of qualified and non-qualified retirement plans.
  • Copies of collective bargaining agreements, if any.
  • A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination.
  • A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years.
  • A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements.
  • A description of worker’s compensation claim history.
  • A description of unemployment insurance claims history.
  • Copies of all stock option and stock purchase plans and a schedule of grants thereunder.


    G. Licenses and Permits.


  • Copies of any governmental licenses, permits or consents.
  • Any correspondence or documents relating to any proceedings of any regulatory agency.


    H. Environmental Issues.


  • Environmental audits, if any, for each property leased by the Company.
  • A listing of hazardous substances used in the Company’s operations.
  • A description of the Company’s disposal methods.
  • A list of environmental permits and licenses.
  • Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies.
  • A list identifying and describing any environmental litigation or investigations.
  • A list identifying and describing any known superfund exposure.
  • A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations.


    I. Taxes.


  • Federal, state, local, and foreign income tax returns for the last three years.
  • States sales tax returns for the last three years.
  • Any audit and revenue agency reports.
  • Any tax settlement documents for the last three years.
  • Employment tax filings for three years.
  • Excise tax filings for three years.
  • Any tax liens.


    J. Material Contracts.


  • A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements.
  • Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates.
  • All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party.
  • All security agreements, mortgages, indentures, collateral pledges, and similar agreements.
  • All guaranties to which the Company is a party.
  • Any installment sale agreements.
  • Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements.
  • Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years.
  • Any options and stock purchase agreements involving interests in other companies.
  • The Company’s standard quote, purchase order, invoice and warranty forms.
  • All nondisclosure or noncompetition agreements to which the Company is a party.
  • All other material contracts.


    K. Product or Service Lines.


  • A list of all existing products or services and products or services under development.
  • Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company’s products or services.
  • A summary of all complaints or warranty claims.
  • A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development.


    L. Customer Information.


  • A schedule of the Company’s twelve largest customers in terms of sales thereto and a description of sales thereto over a period of two years.
  • Any supply or service agreements.
  • A description or copy of the Company’s purchasing policies.
  • A description or copy of the Company’s credit policy.
  • A schedule of unfilled orders.
  • A list and explanation for any major customers lost over the last two years.
  • All surveys and market research reports relevant to the Company or its products or services.
  • The Company’s current advertising programs, marketing plans and budgets, and printed marketing materials.
  • A description of the Company’s major competitors.


    M. Litigation.


  • A schedule of all pending litigation.
  • A description of any threatened litigation.
  • Copies of insurance policies possibly providing coverage as to pending or threatened litigation.
  • Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party.
  • A list of unsatisfied judgments.


    N. Insurance Coverage.


  • A schedule and copies of the Company’s general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker’s compensation, and other insurance.
  • A schedule of the Company’s insurance claims history for past three years.


    O. Professionals.


  • A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years.


    P. Articles and Publicity.


  • Copies of all articles and press releases relating to the Company within the past three years.
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  • Sometimes good things happen to good people.

    May 1, 2012
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    Good things sometimes happen to good people

    Every once in a while, the good guys win.

    Many years ago, I worked with a group of engineers in Zelinograd, Russia on a variety of semiconductor IP design projects. Their leader was a gentleman named Eugene Shiro.

    A series of corporate strategy changes eventually caused the relationship between our two organizations to erode, and most of the Russian team moved their separate ways. Eugene elected to start over and emigrated to Toronto, Canada. He has persevered through the global economic downturn and learned today that he is starting a new career with a global oil & gas company as a senior project manager.

    Now THAT is the right way to end a day. Congrats, Eugene!

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    The Ultimate strategy geek – Carl von Clausewitz

    April 30, 2012
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    Carl von Clausewitz

    Carl von Clausewitz

    If you’re like me, you probably rolled your eyes at every mention of Sun Tzu’s Art of War during the 80s and 90s. (Wall Street, the Sopranos, Die Another Day, … I’m sure there’s more of them.) Don’t get me wrong, it deserves a spot on any strategy geek’s bookshelf. But for my money, a far more interesting author is a Mr. Carl von Clausewitz.

    I have a distinct memory, as a teenager, of seeing Clausewitz’s name in print while reading a novel. The protagonist, a “proper gentleman” of European aristocracy, planned to “read a Chapter of Clausewitz” before retiring for the evening. I can’t explain why the phrase struck. But it did.

    Years later I noticed a worn book, bound in old-school green leather, in a garage sale. Somebody had REALLY studied him – seemingly every other page was dog-eared as if the reader was keeping track of particularly interesting nuggets.

    “On War” is readable – but dense. His theories are cited quite often in popular literature, especially “War is the continuation of Politik by other means”. He covers a lot of material across eight main chapters:

    • On the Nature of War
    • Basic Theory
    • Strategy – General Concepts
    • Engagements
    • Military Force Makeup
    • Defensive Concepts
    • Offensive Concepts
    • War Planning

    The third chapter on General Concepts is the most illuminating. It doesn’t concern tactics per se but instead delves into the moral and psychological aspects of – let’s face it – a horrifying prospect for most humans: courage, patriotism, boldness, perseverance (I prefer the word “grit”), general superiority of numbers, surprise & cunning, concentration of forces, having a reserve force, states of rest and equilibrium, and so on.

    If you have an interest in strategy or even human behavior, you could do worse than to become familiar with Mr. Clausewitz.

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    Backstretch: a jQuery plugin for dynamic image resizing

    March 15, 2012
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    Backstretch jQuery plugin

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