Data Room Checklist
A comprehensive legal due diligence request list. Have these documents organized and ready before engaging with potential buyers. Buyers can smell dysfunction - being prepared signals a well-run company.
1. Organizational
Certificates of incorporation, bylaws, and all amendments
Corporate organizational chart showing subsidiaries and equity investments
Minutes of all board meetings, written consents, and stockholder meetings
2. Equity
List of stockholders with issuance dates and original prices
List of option holders with grant dates and exercise prices
Summary of vesting schedules including any acceleration provisions
Stockholder agreements, voting agreements, registration rights
Stock option plans and equity award policies
409A compliance review results (if conducted)
3. Indebtedness
Loan agreements, promissory notes, credit facilities
Bank letters confirming lines of credit
Guarantees, security agreements, pledge agreements
Compliance reports submitted to lenders (past 5 years)
4. Material Agreements
Material customer contracts and licensing agreements
Material vendor and supply contracts
Distribution, management, and servicing agreements
Joint venture and partnership agreements
Non-compete and exclusivity agreements
Standard form offer letter and employment agreement
5. Assets
List of real property owned (current and past 5 years)
Real property leases with terms and renewal rights
Material personal property owned with any encumbrances
6. Labor & Employment
Organizational chart with functions and reporting
Employee list with compensation, start dates, responsibilities
Headcount data (full-time, part-time, contractors by location)
Employment, severance, and retention agreements
Indemnification agreements for officers and directors
Non-competition and confidentiality agreements
Benefit plans and 401(k) documentation
Any pending employment disputes or investigations
Recent layoff documentation (if applicable)
7. Intellectual Property
Schedule of all IP: patents, trademarks, copyrights, domains, trade secrets
IP licensing agreements (to and from third parties)
IP infringement claims or disputes (actual or threatened)
Invention assignment agreements with employees/contractors
Documentation of IP acquisitions and assignments from founders
8. Litigation
Schedule of all litigation (past 3 years)
Customer complaints documentation
Government agency disputes
Attorney letters to auditors regarding litigation
Consent decrees, judgments, settlement agreements
9. Tax
Tax returns for all open years (federal, state, foreign)
Tax sharing and indemnity agreements
Tax reserves and accruals analysis
Current and anticipated audit issues
NOL carryforwards and tax credits
10. Insurance
List of all insurance policies (property, liability, D&O, key employee)
Claims experience (past 5 years)
11. Operations
List of major suppliers (sole source noted)
Key performance indicators
Technical documentation: platform, infrastructure, data centers, SLAs
Disaster recovery and backup procedures
Privacy and data protection policies
12. Sales & Marketing
Top 20 customers by revenue with contracts
OEM and reseller agreements
Standard warranties and guarantees
13. Financial Information
Financial statements (past 3 years)
Management letters from auditors
Revenue and cost recognition methodology
Revenue by country/geography
14. Foreign Operations
List of countries where doing business
Countries where qualified to do business
15. Government Regulations
Permits, licenses for conduct of business
Government contracts and grants
Any citations or regulatory correspondence
16. Miscellaneous
Bank accounts and authorized signers
Related party transactions
Any other material documents