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DUE DILIGENCE CHECKLIST

DUE DILIGENCE CHECKLIST NIGEL A.L. BROOKS THE BUSINESS LEADERSHIP DEVELOPMENT CORPORATION

NIGEL A.L. BROOKS

THE BUSINESS LEADERSHIP DEVELOPMENT CORPORATION

DUE DILIGENCE CHECKLIST

The due diligence package is a set of documentation prepared by an enterprise for review by potential investors and lenders. It can also be used for establishing a baseline for strategic planning and profit improvement initiatives.

The checklist for the package includes:

Enterprise

Governance

Legal form of holding entity and subsidiary entities

Articles of incorporation

Charter

By-laws

Certificate of incorporation

Certificate of good standing

State of incorporation

Foreign authorizations

DBA/fictitious names

Tradenames

Licenses and authorizations

Business

Professional

Sales and use tax

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Management

Major shareholders

Directors

Officers

Relevant board minutes and resolutions

Organization charts

Capitalization

Equity capital

Schedule of shares authorized, issued, outstanding , and float by class and series

Schedule of shareholders

Schedule of warrants and options and vesting schedules

Stock purchase agreements

Stock warrant agreements

Stock option agreements

Qualified

Non qualified

Restricted stock agreements and vesting schedules

SEC filings

Debt capital

Schedule of debt

Schedule of debt holders

Indentures

3

Schedule of assets

Inventory

Investment capital assets with appraisals

Facilities (land and buildings)

Equipment

Plans and reports

Strategic

Business plan for financing

Operational

Financial

Private placement memoranda

Prospectuses and registration statements

Audited or compiled financial statements

Annual reports to shareholder investors

Schedule of key:

Employees

Customers

Suppliers

Investors

Competitors

Intellectual property

Patents

Trademarks, trade names, and service marks

Copyrights

License agreements

Licensed from

Licensed to

4

Research and development

Description of capability

Feasibility studies and proofs of concept

Major projects

Marketing and product materials and descriptions

Articles and press releases

Brochures

Advertisements

Websites

Product specifications

Warranties and service contracts

Insurance

Schedule of carriers and policy premiums, terms, limits, claims and settlements

Key man

Director and officer

Business liability

Product liability

Property and casualty

Errors and omissions

Workers compensation

Health

Self insurance through a captive insurance company

Litigation

Pending actions

Orders, decrees, and judgments

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Merger and acquisition activity

Business valuations

Outstanding offers

Rejected offers

Professional service r

Relationships

Attorneys

Accountants and auditors

Consultants

Financial institutions

Commercial banks

Investment banks

Insurance companies

Finance companies

Marketing and public relations

Factoring companies

Collection agencies

Strategic alliances

Joint ventures

Distributor relationships

Insourcing and outsourcing

Employees

Schedule of employees

Schedule of compensation and benefits

Profit sharing and pension plans

Labor agreements

Employee loan agreements

Contracts

Employee handbook

Job descriptions

Customers

Receivables

Schedule of aged receivables

Schedule of customers, terms, amounts owing., and guarantors

Schedule of leases

Proposals and major orders outstanding from

Contracts

UCC filings

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Suppliers

Credit and leases

Schedule of aged payables

Schedule of creditors, terms, amounts owing, and guarantees

Schedule of leases

Contracts

Unsecured debt and short-term borrowings

Secured debt

Real-estate

Vehicles

Other

Leases

Operating

Vehicles

Other equipment

Facilities

Capital

Proposals and major orders outstanding to

UCC filings

Investors

Debt

Equity

8

Regulators

Tax filings

Income tax returns

Employment tax returns

Sales and use tax returns

Property tax returns

Tax audit reports

Other regulatory reports

Environmental

Professional

For more information

For information about the due diligence services offered by The Business Leadership Development Corporation visit:

Development Corporation visit: www.bldsolutions.com For information about audiobooks, books, earticles, ebooks,

For information about audiobooks, books, earticles, ebooks, and eseminars offered by The Business Leadership Development Corporation visit www.etailia.com

For more information about the discipline of enterpriship visit www.enterpriship.com

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About Nigel A.L Brooks

Nigel A.L Brooks is a management consultant to entrepreneurs, business enterprise owners, executives, and managers, and the enterprises they serve. He specializes in developing the entrepreneurial, leadership, and managerial competencies that build sustainable advantage from vision to value. He is an author and a frequent speaker.

He obtained his professional experience as a partner at Andersen Consulting (now Accenture, Ltd.), as a vice president at Booz Allen Hamilton, Inc. (now Booz and Company), as a senior vice president at the American Express Company, as president of Javazona Cafes, Inc., and as president of The Business Leadership Development Corporation. He has been a contributing editor for the Bank Administration Institute magazine, and has served on boards of entrepreneurial networks. He was educated at the University of Exeter, Devon, United Kingdom.

His clients are in the financial services, food services, high-tech, manufacturing and distribution, pharmaceuticals, oil and gas, professional services, retail and wholesale, transportation, and government industries.

He has experience in North and Latin America, Europe and Asia-Pacific.

About The Business Leadership Development Corporation (BLD)

The Business Leadership Development Corporation is a professional services firm that works with entrepreneurs, lifestyle business enterprise owners, executives, and managers, and the enterprises they serve.

BLD develops entrepreneurial, leadership, and managerial competencies that achieve performance excellence by building sustainable advantage from vision to value through:

Strategic Management Consulting

Executive Coaching and Mentoring

Professional Training via The Center For Business Leadership Development (CBLD)

Motivational Speaking

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THE BUSINESS LEADERSHIP DEVELOPMENT CORPORATION 13835 NORTH TATUM BOULEVARD 9-102 PHOENIX, ARIZONA 85032 USA

THE BUSINESS LEADERSHIP DEVELOPMENT CORPORATION 13835 NORTH TATUM BOULEVARD 9-102 PHOENIX, ARIZONA 85032 USA www.bldsolutions.com (602) 291-4595

© Copyright 2008-10: The Business Leadership Development Corporation All rights reserved

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