ADDQL - DUE DILIGENCE QUESTION LIST 1. 1. CORPORATE MATTERS...

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DUE DILIGENCE QUESTION LIST 1. CORPORATE MATTERS 1. Furnish a list of all Company subsidiaries, affiliates, joint ventures, partnerships or other such investments of the Company, including for each such entity or investment the name, jurisdiction of incorporation or establishment, address of the principal location, and ownership of capital stock or other interests. 2. Furnish copies of these Company documents: permanent corporate and/or organizational records and business licenses, certifications, permits, or similar authorizations (including authority to use assumed or fictitious name). 3. Furnish access to (with selective copies on request) all agreements executed since 20 xx pertaining to the acquisition and divestiture of material Company investments, including subsidiaries, affiliates, joint ventures and partnerships, and operating assets and liabilities. 4. Furnish a list setting forth for the Company (including for each subsidiary, affiliate, joint venture, partnership, or other investments) all states and countries in which the Company is qualified to do business. 5. Furnish copies of all press releases issued for the period 1/1/20 xx (or as far back as available) through the present that were issued by the Company. 6. Identify and provide full information (including copies of any agreements) that may give rise to a finder’s fee or broker’s claim in respect to the contemplated transaction between the acquiring company and the Company. 7. Provide a list identifying all currently effective powers of attorney executed by the Company. 2. SECURITIES MATTERS 8. Furnish the number of shares currently authorized and the number issued and outstanding; the name and address of each shareholder of the Company, the number of shares held and any officer or director position in the Company held by such shareholder; and the extent to which outstanding shares are held by employee plans in which employees of the Company participate such as employee stock ownership plans (ESOPs). 9. Furnish copies, including amendments and exhibits, of all registration statements covering the issuance or resale of equity or debt securities or rights or options, employee stock options, bonus, purchase, or similar plans to purchase such securities. 10. Furnish access to (with selective copies on request) of all annual, quarterly, and special reports to Company shareholders and/or to corporate authority (e.g., divisional and parent company level) for any period from 20 xx through the present. 11. Provide a list identifying, and furnish copies of all options (including employee stock purchase and option plans), warrants, pledges, contracts, plans, investment letters, arrangements or commitments relating to the stock of the Company, whether authorized and unissued, treasury, or outstanding.
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3. TAX MATTERS 12. Furnish copies of all federal income tax returns of the Company for 20 xx through the most recent year available. 13.
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This note was uploaded on 01/28/2011 for the course FIN 315 taught by Professor Welker during the Spring '09 term at IUP.

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ADDQL - DUE DILIGENCE QUESTION LIST 1. 1. CORPORATE MATTERS...

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