Practical guides

Buyer’s checklist: five groups of documents

1. Corporate documents: articles of association, shareholding structure, key resolutions, evidence of authority to represent the company.
2. Material contracts: with principal customers and suppliers, banks, leases or distribution agreements; in particular, clauses triggered by a change of control.
3. Litigation and liabilities: pending or threatened proceedings, enforcement actions, security granted.
4. Intellectual property: trademarks, domain names, software, copyright, and evidence that the company owns them or holds a licence.
5. Permits and employees: approvals and permits required for the business, employment contracts of key personnel, internal regulations.

Seller’s checklist: before discussions begin

• Organise the corporate documents and the shareholder register.
• Gather the material contracts and check the change-of-control clauses.
• Clarify pending litigation and liabilities.
• Put trademarks, domain names and rights in software or content in order.
• Decide what information is disclosed at each stage and sign the confidentiality agreement before opening the documents.

Before investing in a trademark

• Check whether the name is available and whether it can be protected.
• Choose the classes of goods and services that fit your business.
• Check who owns the domain name.
• Register the trademark in the company’s name, not the founder’s.
• Make sure the logo and materials created by contractors are assigned to the company by contract.