Legal due diligence questionnaire—private M&A—share purchase
Legal due diligence questionnaire—private M&A—share purchase

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Legal due diligence questionnaire—private M&A—share purchase
  • Introduction
  • Definitions
  • Questions

Dated [insert date]

Introduction

This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the entire issued share capital of [insert name of target company] Limited incorporated in England and Wales under number [insert company number] (the Company) from [insert seller name] (the Seller) (the Proposed Acquisition).

This questionnaire is designed to enable the Buyer, the Buyer's solicitors and other professional advisers involved in the Proposed Acquisition to obtain the information which the Buyer requires to assist in its valuation of the Company. Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire.

We reserve the right to raise further enquiries in respect of both your responses to this questionnaire and generally.

Definitions

Business

  1. means the business of [insert description of the business] and all other activities including those ancillary or incidental to or in connection with such business as carried on by the [Company OR Group]

CA 2006

  1. means the Companies Act 2006;

Contractor

  1. means any individual working in a Group Company’s business who is not an Employee