At the irreducible minimum, the IPO and/or M&A lawyer should thoroughly review the following documents (hard copies and digital records) of the company to be acquired or reconfigured post-IPO.
Basic Corporate Documentation (and digital records) including, but not limited to:
1. Articles of Incorporation and Proof of filing
2. Bylaws, Amendments, all Corporate Minutes
3. Stock authorized, issued
4. Stock sold or otherwise transferred
5. Buy-Sell agreements, Shareholder agreements
6. Stock restriction agreements
7. Voting Trusts (voting trusts cum voting agreements, if any there be)
Asset Documentation (and digital records):
8. Real estate deeds (subordination agreements)
9. Legal descriptions of all real properties (occupied or owned)
10. Real property leases
11. Patent, trademark, service mark registrations
12. Description of patents, trademarks, copyrights
13. Description of intellectual property; software
Debt Structure Documentation (and digital records):
14. Deeds of Trust (subordination agreements)
15. Voting Trust Agreements
16. UCC-1 financing statements
17. Stock pledge agreements
18. Loan transactions with applications
19. Lines of credit agreements with applications
20. Guarantees and/or Hold Harmless agreements (company and personal)
21. Notices of default: demands for indemnification; subrogation liens
22. Oral agreements exceeding a threshold
Federal and/or State Licensing Documentation (and digital records):
23. City business licenses
24. State licenses
25. Federal licenses
26. Correspondences and emails to and from city, state or federal regulatory agencies
Documents (and digital records) of Commercial Transactions & Contracts:
27. Licensing agreements
28. Royalty agreements
29. Partnership agreements
30. Franchise agreements
31. Employee stock sale or purchase agreements
Documents (and digital records) concerning litigation, past, present and anticipated:
32. Plaintiff lawsuits: pleadings, discovery
33. Defendant lawsuits: pleadings, discovery
34. Attorney opinion letters
35. Demand letters and threats of litigation
36. Pleadings concerning all litigation
Financial Statements (and digital records):
37. Eight (8) years prior state tax returns
38. Eight (8) years prior Federal tax returns
39. Franchise fee correspondence
40. Eight (8) years prior financial statements
41. Audit letters, including emails
42. Summary of all deposit accounts
43. Eight (8) years of all bank statements
44. General ledger books (including digital data)
Federal and State Securities:
45. State securities filings
46. State securities registrations
47. Federal securities registration, offering circulars, disclosure documents, correspondence, emails
48. Federal securities compliance documents (e.g.,10K, 10Q), correspondence, emails
Professional & Pro Bono Documents (and digital records):
49. Attorney correspondence and retainers
50. Attorney opinion letters, if any there be
Competition & Technology
51. Identify all competitors
52. Identify the means by which competitors are monitored, if any there be
53. Identify Strategic Inflection Points
54. Identify Strategic Dissonance
55. Identify all persons responsible for long range planning
