APPENDIX III
Due diligence checklist
Plan of a detailed long-form due diligence or investigation report
1 Executive summary 2 History and description of business
History & development Corporate name and address of parent company; country and date of incorporation; subsequent name changes. Brief history and significant events since incorporation; significant changes in controlling ownership. Brief details on growth in turnover, profits, assets and employees. Group organisation Names and addresses of companies and divisions in the group; extent of holdings in subsidiary undertakings; countries and dates of incorporation; dates of acquisition; trading activities; auditors. Key locations and premises. Statistical information For the group and each main activity: total personnel employed; total net tangible assets; total earnings before tax for latest year; return on net tangible assets. Relative size in local markets and internationally, with brief details of major competitors.
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THE ESSENTIAL GUIDE TO BUYING AND SELLING UNQUOTED BUSINESSES
Due diligence checklist (continued)
Statistics for the relevant period of the industry/industries as a whole, including the market background, and appropriate price indices to measure the effect of inflation. Capital structure Particulars of the authorised and issued share capital of parent company, divided by classes of shares. Voting and other powers of the various classes of shares; recent share issues; major shareholdings; share options. Share performance (if quoted); total market capitalisation; investment ratings. Corporate objectives Brief summary of corporate objectives and philosophy; present and desired corporate perceptions.
3 Management and employees
Management structure Charts of functional and line management responsibilities. Key head office functions; method of control. Frequency of meetings of directors and other management committees. Details of other committees’ duties and membership....