Five groups of documents a buyer should request
Corporate documents, material contracts, litigation, intellectual property, permits and employees: what a buyer requests in an acquisition.
The exact list depends on the transaction, but a buyer usually requests five groups of documents.
- Corporate documents: articles of association, shareholding structure, key resolutions, evidence of authority to represent the company.
- Material contracts: with principal customers and suppliers, banks, leases or distribution agreements. Of particular interest are clauses triggered by a change of control.
- Litigation and liabilities: pending or threatened proceedings, enforcement actions, security granted.
- Intellectual property: trademarks, domain names, software, copyright, and evidence that the company owns them or holds a licence.
- Permits and employees: approvals and permits required for the business, employment contracts of key personnel, internal regulations.
Do not ask for everything at once. Prioritise the request according to what matters for price and risk, and agree from the outset who has access to what, so that sensitive information remains protected by a confidentiality agreement.
The information in these articles is general. Your specific situation requires a review of the documents.
Alina PufuAlina Pufu is a corporate and commercial lawyer in Bucharest (sole practice: Alina Pufu Law Office). She works on commercial contracts, M&A transactions, due diligence and intellectual property.