Insights

MPL General Counsel Corner – Devil is in the Details

May 02, 2022

The letter of intent is signed and now you want to look more into the deal.  What does that mean?  If you are the Buyer, do you just ask the Seller if business is going well and leave it at that?  Probably not unless you have some sort of magical insight.  Due diligence is one of the most parts of the whole buy/sell process because it is where you validate your assumptions or answer your questions about the business.  Below are some of the due diligence items that are most often reviewed:

  • Financial
    • Income Statements, balance sheets and cash flow
    • Tax Returns
    • Inventory
    • Asset List
    • Bank records and reconciliation
  • Legal
    • Organizational documents
    • State certificates of authority
    • Litigation
    • Insurance
    • Agreements
    • Intellectual property
    • Licenses/permits/regulatory approvals
  • Operations
    • Key vendors
    • Customer lists
    • Marketing
  • Employee
    • List of employees
    • Payroll info
    • Handbooks
    • Benefit plans
    • Employee contracts
  • IT
    • Website/social media/email
    • Software
    • Hardware
  • Environmental/Regulatory Issues

All of this should be ready to provide if you are the Seller and thoroughly reviewed if you are the Buyer.  The proverbial “devil is in the details” comes out in this phase.  Make sure you have a solid team of business advisors to help you through this process.

Here are a few other things that may be of interest:

Helpful Resource Pages

 

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com) or anyone in our office with questions or comments.  

Please see all of our prior updates at this link or if you would like to be added to our email list, please click here.  

Share:

Leave a Reply

Your email address will not be published. Required fields are marked *

Attorney Richard Robinson of MPL Law Firm is not a member of the York Suburban School District, and is not affiliated with any YSSD employee with the same name.