Due Diligence

1. Ask for the expectation of the client related to due-dilligence report – full-fledged or
red flag
2. Look at the public available data
3.

Due-Diligence Report

1. Proposed Transaction
2. Scope – Everything about the due-diligence report – Date is important – when did you
start and when did you end.
3. Share Capital – What kind of shares and its affect – V Important – Details about the
share – how it is issued and to identify the chain of how capital was raised and is
raised -
4. The articles of association divided into two parts – Special and Ordinary drop of
special incase of IPO just by resolution and not by amending articles of associates –
Lazy way of doing things xD
5. What the issues are and how you deal with it
6. Consent requirement –

First Part of Due Diligence

1. Corporate Matter
2. Government and Regulatory Matters – Company to give you data heavy reliance
unlike corporate where data is available public.
3. Indebtness
4. Employment
5. Material Contracts
6. Real Property
7. Intellectual Property and Privacy
8. Insurance

Identify a target that you will review

Shareholders agreement

Liquidation preference depends on the transactions

Class of Investors and Promoters – Shareholders

Within the same class more preference can be given – hybrid structure comes
Any party wants to pledge their share

requirement – need to pledge my share in flexibility -