CONFIDENTIAL

SLS SAMPLE DOCUMENT 07/12/17

Project X: Merger
Time and Responsibility Schedule

Client [ ]
Partner [ ]
W [ ] (counsel to Client)
X&Y [ ] (counsel to Partner)

Timeframe Action Responsibility

November Prepare and sign NDA Client, Partner

November Prepare and deliver due diligence request to Partner W, Client

November Set up Dropbox account for due diligence materials Partner

November Complete delivery of due diligence materials Partner

December Review due diligence materials Client, W

December Deliver internal due diligence report to Client W

January Regular Client Board meeting, including discussion of Client

proposed transaction

January Determine structure for transaction All

January Draft and sign letter of intent or term sheet setting forth basic All
business terms of transaction

January-May Ongoing due diligence review and communication Client, Partner

January-May Create preliminary business integration plan, including: Client, Partner

• Terms of employment, as appropriate
• New employee materials
• Press release and new website content

March Regular Client Board meeting, including discussion of Client

proposed transaction

March Draft merger agreement W, X&Y

March Draft proposed Client Board resolutions approving merger W

and merger agreement and related matters

March Draft proposed Partner Board resolutions approving merger X&Y

and merger agreement and related matters

April Regular Client Board meeting, including proposed approval Client

of merger agreement and related matters (e.g. possible
amendments to Client articles and bylaws to take effect upon
merger)

NOTE: this is an exemplar document only. It is not tailored for use in any specific transaction. It
reflects the assumption that the Client will be the continuing entity in the transaction.

Note: This document does not reflect or constitute legal advice. This is a sample made available by the Organizations
and Transactions Clinic at Stanford Law School on the basis set out at nonprofitdocuments.law.stanford.edu. Your use
of this document does not create an attorney-client relationship with the Clinic or any of its lawyers or students.
 Timeframe Action Responsibility

April Partner Board meeting, including proposed approval of Partner

merger agreement and related matters

April Sign merger agreement and other related transaction Client, Partner
documents (following board approval)

April Client obtains third party approvals, if any, under grants, Client
contracts, etc.

April Partner obtains third party approvals, if any, under grants, Partner
contracts, etc.

May Prepare officers’ certificates for both Client and Partner (to W, X&Y
accompany filing with California Secretary of State)

May Notify California Attorney General of proposed merger, Client, Partner

including a copy of the merger agreement (must be done at
least 20 days before the intended effective merger date)

May File merger agreement and officers’ certificates (from both Client, Partner
Partner and Client) with California Secretary of State

May Secretary of State notifies the Franchise Tax Board of the

merger

June Issue press release Client, Partner

June Merger becomes effective

July Commence integration of operations and programs Client

July Notify donors and other parties about merger Client

July Partner notifies IRS of merger by filing final Form 990 and Partner
enclosing merger agreement (due within 4.5 months
following effective date of merger)

July Partner files final state tax return with California Franchise Partner
Tax Board

Note: parties and counsel should modify this document to reflect actual events and deadlines
as they come into view.