Property due diligence in corporate transactions

The following Property practice note provides comprehensive and up to date legal information covering:

  • Property due diligence in corporate transactions
  • The purpose of due diligence
  • Scope of due diligence
  • Nature of due diligence
  • Full investigation of title
  • Certificate of title
  • Property warranties
  • Due diligence questionnaire
  • Due diligence report
  • Relationship with warranties, indemnities and disclosure

Property due diligence in corporate transactions

This Practice Note provides a summary of the purpose, nature and scope of the property aspects of the due diligence process that is carried out by the buyer in an asset or share purchase transaction. At the outset of a transaction (whether share purchase or asset purchase) there are a number of different issues that the parties will need to consider before beginning the detailed drafting of the acquisition agreement. In larger transactions, it is common to have multidisciplinary legal and professional teams representing both seller and buyer on a range of issues. Invariably property lawyers will form part of this professional team and will need to be involved in undertaking due diligence in relation to property matters feeding into the wider legal due diligence as a whole. The buyer will carry out legal, financial and accounting due diligence into the seller and the target or business and the properties, in order to obtain information, inform its negotiations and plan for the integration of the target or business with its own, see Practice Note: Due diligence—share and asset purchases.

The due diligence process is usually coordinated by the buyer's solicitors. They will prepare a due diligence questionnaire and will be assisted by the buyer's accountants and other appropriate professional advisers (eg property surveyors, valuers and planning consultants).

The purpose

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