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Due DiligenceCorporate / M&AAdvanced

M&A Due Diligence Checklist Prompt

Creating a customized M&A due diligence request list for a specific transaction type and target. Saves significant time on deal structuring and diligence planning.

📋 Prompt — Copy & Use
Generate a comprehensive legal due diligence checklist for the following transaction:

**Transaction Type:** [e.g., Asset Purchase, Stock Purchase, Merger]
**Target Company:** [Brief description — industry, size, public/private]
**Buyer:** [Brief description]
**Transaction Size:** [Approximate value]
**Special Considerations:** [e.g., regulated industry, international operations, IP-heavy, PE-backed]

Create a detailed due diligence request list organized by category. For each item, include:
- Document/information requested
- Why it matters for this transaction
- Any red flags to watch for

Categories to cover:
1. **Corporate & Governance** — formation docs, equity, governance
2. **Financial** — financials, liabilities, accounting practices
3. **Contracts** — material agreements, customer/vendor contracts, change of control
4. **Intellectual Property** — owned IP, licenses, freedom to operate
5. **Employment & HR** — key employees, benefits, employment agreements, union status
6. **Litigation & Disputes** — pending/threatened litigation, regulatory matters
7. **Real Estate** — owned/leased property, environmental
8. **Regulatory & Compliance** — licenses, permits, regulatory history
9. **Data Privacy & Cybersecurity** — data practices, breaches, compliance
10. **Tax** — tax returns, audits, positions

Flag items that are particularly critical for a [transaction type] in [industry].
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✓ Best Practices

  • Specify the transaction type and industry — the checklist changes significantly
  • Note any known issues (pending litigation, regulatory concerns) to get targeted guidance
  • Use this as a starting point and add firm-specific items
  • Have deal counsel review to add jurisdiction-specific requirements
  • Cross-reference against a practice area resource like Practical Law for completeness

⚠ Limitations

  • Checklists are starting points — transaction-specific issues may require additional items
  • Regulated industries (healthcare, financial services, defense) require specialized regulatory diligence
  • Cannot replace deal counsel's judgment on what to prioritize

Expected Output

A comprehensive due diligence checklist organized by category with context on why each item matters, typically 50-150 line items across all categories.

Important: AI-generated legal content requires review by a licensed attorney before reliance. Verify all cited cases and legal authority independently. Nothing on this page constitutes legal advice.