Due Diligence

Experience

Performed extensive due diligence on an asset acquisition transaction with price adjustment mechanisms, including coordinating forensic accounting and negotiating substantial purchase price reductions

Represented Series A investor during a financing round for a biotech start-up, including performing corporate, management and financial due diligence

Advised client in connection with a proposed M&A transaction, including guiding throughout due diligence process and preparing due diligence request for financial, intellectual property, corporate, litigation as well as other matters

Represented investor in connection with a Series A financing round in a successful UK-based biotech company, including corporate and financing due diligence and reviewing and negotiating subscription documents, convertible loan agreement and future participation rights

Represented client in connection with a pre-seed investment in a gaming start-up, including corporate due diligence, negotiating term sheet and structuring convertible note

Whether one plans to make an investment into a fresh startup, established hedge fund or a sophisticated M&A transaction, prospective investors must conduct a thorough due diligence to make sure their investment decision is informed and to ensure that all risks are disclosed.

At the basic level, legal due diligence and background checks are aimed to ensure that the entity is duly formed and in good standing, with sound corporate governance and capitalization in place.

Due diligence ensures that the managers, shareholders and sponsors are not red-flagged and are legally authorized to enter into the investment transaction. In addition, a thorough legal due diligence may reveal previously undisclosed risks and liabilities, including contractual, compliance, employment, intellectual property, tax and litigation issues.

Our legal due diligence services include:

  • Preparation of a customized due diligence checklist;
  • Background checks of the management, sponsors and shareholders: including running them through multiple high-risk databases (OFAC sanctions list, politically exposed persons (PEP) list, global watchlists, etc.);
  • Review of the essential corporate documentation (fund offering documents, company articles of incorporation, bylaws, minutes of director and stockholder meetings, partnership agreements, shareholder agreements, capitalization tables, etc.);
  • Review of material contracts with partners, management, employees, previous investors, lenders and service providers;
  • Review of IP rights;
  • Regulatory compliance review, including licensing, registrations, compliance policies, SEC Form D filings and “blue sky” state filings;
  • Other red flags, including industry misconduct.

This list is not exhaustive and some items may or may not be required depending on a transaction.

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