[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-acquisition-of-common-shares-documents-request-for-due-diligence-D5162":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":188,"customdescription":6,"mdFm":189,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ACQUISITION OF COMMON SHARES (REQUEST FOR DOCUMENTS FOR DUE DILIGENCE) [DATE] Note: All references to the Company are references to [SPECIFY], a company incorporated under the Companies Act (the \"Company\"). Provided Herewith To Be Provided None/Not Applicable Organization ( ) ( ) ( ) 1.Provide capitalization and ownership of stock (common and preferred) information, and names of directors and officers of the Company. Please list, if any, subsidiaries or other entities in which the Company has an ownership interest. 2.List all provinces, states or countries in which the Company ( ) ( ) ( ) (a)Is qualified to do business; ( ) ( ) ( ) (b)Currently conducts business operations, either directly or through other parties / representatives. 3.Furnish copies of the following Company organization documents: ( ) ( ) ( ) (a)Articles of incorporation, as amended to date; ( ) ( ) ( ) (b)Bylaws, as amended to date; ( ) ( ) ( ) (c)Business licenses, permits, foreign qualification and other similar authorizations issued in connection with the operation of the business of the Company and its subsidiaries. ( ) ( ) ( ) 4.Furnish copies of minute books, stock books and other permanent corporate records of the Company. ( ) ( ) ( ) 5.Furnish copies of any notices of non-conformity with any applicable laws received by the Company or its subsidiaries and relating to their respective activities. ( ) ( ) ( ) 6.Furnish a description of each director's, officer's and key manager's equity and stock option interests in the Company, and family, financial or other close relationships with other officers, directors, major investors, customers, suppliers, lessors or other affiliated individuals who may be in an apparent personal conflict of interest position. ( ) ( ) ( ) 7.Furnish copies/details of any share option plans, debentures, warrants or other rights to be converted into or to acquire shares or other securities of the Company or its affiliates. ( ) ( ) ( ) 8.Furnish copies/details of any shareholders' agreements for the Company. ( ) ( ) ( ) 9.Furnish copies/details of any voting trust or similar agreements with respect to the shares or other securities of the Company. ( ) ( ) ( ) 10.Furnish copies/details of any registration rights agreements. ( ) ( ) ( ) 11.Furnish copies of any Business Plans or Private Placement Memoranda of the Company prepared within the past [NUMBER] years. ( ) ( ) ( ) 12.Provide copies of all agreements relating to the sale and issuance of the Company's securities. ( ) ( ) ( ) Financial Information 13.Furnish copies of the following financial statements and related information with respect to the Company: (a)Annual financial statements for the last [NUMBER] fiscal years ( ) ( ) ( ) (b)Unaudited financial statements as of the most recent complete month. ( ) ( ) ( ) 14.Identify and describe all (a) contingent liabilities not reflected on the Company's financial statements; (b) monetary reserves established for specific risk situations; (c) disagreements with the Company's accountants or outside auditors concerning the Company's financial reporting during the preceding five years; or (d) any letters from auditors to the Company management regarding internal accounting controls or any aspect of the Company's operations or finances during the last [NUMBER] years. ( ) ( ) ( ) 15.Furnish copies of federal, provincial, municipal and foreign income tax returns of the Company for the last [NUMBER] fiscal years. In addition: ( ) ( ) ( ) (a)Furnish copies of any correspondence pertaining to any tax deficiencies proposed or assessed or of any waivers of any statute of limitations on assessment or collection of any tax which the Company has executed; ( ) ( ) ( ) (b)Identify and describe any pending tax audits and furnish estimated assessments with respect to such audits, including but not limited to, sales tax, income tax, franchise tax, use tax, workers' compensation, and custom and duty audits. ( ) ( ) ( ) 16.Furnish copies of all of the Company's debt securities or instruments, notes, financial or performance guarantees and loan or credit agreements involving the Company, and all mortgages, liens, pledges, indemnifications, security agreements, or other financing statements filed by or against the Company, and charges or encumbrances of any nature whatsoever to which any of the properties or assets of the Company are subject. ( ) ( ) ( ) 17.Provide accounts payable information for the preceding fiscal year and fiscal year to date, including an accounts payable aging list. NOTE: An update of that list will be provided. ( ) ( ) ( ) 18.Provide an accounts receivable aging report and [NUMBER] years analysis of bad debt expense. ( ) ( ) ( ) 19.Provide a fixed asset detail showing original cost, accumulated depreciation, net book value and fair market value. ( ) ( ) ( ) 20.Provide the present fiscal year operating budget and forecast as well as a forecast of operations for the next [NUMBER] fiscal years. ( ) ( ) ( ) 21.Identify and describe all transactions where directors, officers, major investors or other have guaranteed or endorsed any Company obligation, or vice versa. Intellectual Property 22.Furnish copies of: ( ) ( ) ( ) (a)All [COUNTRY] and foreign patents and applications owned by and/or used in the course of business; ( ) ( ) ( ) (b)All registered [COUNTRY], foreign or state trademarks and pending trademark applications owned by and/or used in the course of business; ( ) ( ) ( ) (c)All registered copyrights and pending applications owned by and/or used by the Company in the course of business. ( ) ( ) ( ) (d)All registered business names and pending applications for business names owned by and/or used by the Company in the course of business. ( ) ( ) ( ) 23.Furnish copies of, and identify and describe, all licenses, sublicenses, confidential disclosure, non-competition and other agreements relating to patents, trademarks, copyrights, technical assistance, know-how, inventions, trade secrets and similar intellectual property arrangements to which the Company is a party, including copies of agreements evidencing assignment to the Company of all inventions and other intellectual property rights of past and present employees. ( ) ( ) ( ) 24.Provide full information on any claim of any employee that technology belonging to, or claimed by, such employee has not been transferred to the Company ( ) ( ) ( ) Contracts 25.Furnish copies of all agreements relating to the Company's ownership, lease, lease-back or other acquisition of any real property or items of personal property having a value in excess of [AMOUNT]. ( ) ( ) ( ) 26.Furnish copies of all sales representative, distributor, agency and similar agreements of the Company. Describe all oral agreements of a similar nature. ( ) ( ) ( ) 27.Provide copies of, or identify and describe, all contracts and contractual obligations of the Company, including purchase and sales orders, outstanding bids, proposals and other commitments for the purchase or sale of products, written and oral, other than those involving a contract price of value less than [AMOUNT] and performance of less than one year duration. Include all agreements with clients, customers and governmental entities. NOTE: Additional agreements may be provided. ( ) ( ) ( ) 28.Furnish copies of any development, partnership or joint venture agreements to which the Company is a party. ( ) ( ) ( ) 29.Provide copies of closing binders and any and all documents in respect of important transactions. 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WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[97,99],{"label":17,"url":98},"finance-accounting",{"label":20,"url":100},"buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":120,"url":121},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","1",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":112,"description":6},"letter of intent for purchase of computer equipment",[114,117],{"label":115,"url":116},"Production & Operations","production-operations",{"label":118,"url":119},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":107,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":130,"url":137},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":130,"description":6},"non disclosure agreement nda",[132,134],{"label":33,"url":133},"business-legal-agreements",{"label":135,"url":136},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":139,"descriptionCustom":6,"label":140,"pages":141,"size":142,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":147,"keywords":152,"url":153},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[148,149],{"label":33,"url":133},{"label":150,"url":151},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":155,"descriptionCustom":6,"label":156,"pages":157,"size":107,"extension":10,"preview":158,"thumb":159,"svgFrame":160,"seoMetadata":161,"parents":163,"keywords":162,"url":168},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":162,"description":6},"shareholders agreement",[164,165],{"label":33,"url":133},{"label":166,"url":167},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":170,"descriptionCustom":6,"label":171,"pages":172,"size":173,"extension":10,"preview":174,"thumb":175,"svgFrame":176,"seoMetadata":177,"parents":178,"keywords":186,"url":187},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[179,182,185],{"label":180,"url":181},"Human Resources","human-resources",{"label":183,"url":184},"Hire an Employee","hire-employee",{"label":33,"url":133},"employment agreement executive","/template/employment-agreement-executive-D543",false,{"seo":190,"reviewer":203,"quick_facts":207,"at_a_glance":210,"personas":214,"variants":239,"glossary":267,"clauses":304,"how_to_fill":355,"common_mistakes":396,"faqs":421,"industries":449,"comparisons":466,"diy_vs_lawyer":478,"jurisdictions":491,"related_template_ids_curated":512,"schema":521,"classification":522},{"meta_title":191,"meta_description":192,"primary_keyword":193,"secondary_keywords":194},"Acquisition of Common Shares Due Diligence Request Template (Free Word)","Free due diligence request template for common shares acquisitions. Covers corporate records, financials, IP, contracts, and liabilities. Free Word and PDF download.","acquisition of common shares due diligence request",[195,196,197,198,199,200,201,202],"due diligence document request template","share acquisition due diligence checklist","M&A due diligence request list","due diligence request letter template","common shares acquisition documents","due diligence checklist word template","M&A document request free download","share purchase due diligence template",{"name":204,"credential":205,"reviewed_date":206},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":208,"legal_review_recommended":209,"signature_required":209},"advanced",true,{"what_it_is":211,"when_you_need_it":212,"whats_inside":213},"An Acquisition of Common Shares Documents Request for Due Diligence is a formal legal instrument sent by a prospective buyer (or their counsel) to a target company, itemizing every category of corporate, financial, legal, and operational record the buyer requires before completing a share purchase. This free Word download gives buyers and their advisors a structured, jurisdiction-ready starting point they can edit online and export as PDF.\n","Use it immediately after executing a letter of intent (LOI) or term sheet when acquiring all or a controlling interest in a company via a common shares transaction. It initiates the formal due diligence phase and sets the timeline and scope of document production the target must meet.\n","The request covers parties and defined terms, scope and confidentiality obligations, categories of documents required (corporate records, financial statements, material contracts, IP, employment, litigation, regulatory, and real property), a production timeline, a data-room protocol, and signature blocks for both buyer and seller counsel.\n",[215,219,223,227,231,235],{"title":216,"use_case":217,"icon_asset_id":218},"Private equity acquirers","Initiating structured due diligence on a portfolio company target","persona-private-equity",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate M&A teams","Standardizing document requests across multiple concurrent acquisition targets","persona-corporate-counsel",{"title":224,"use_case":225,"icon_asset_id":226},"Startup founders (as sellers)","Understanding what buyers will request and preparing a data room in advance","persona-startup-founder",{"title":228,"use_case":229,"icon_asset_id":230},"Business brokers","Coordinating document exchange between buyers and small-business sellers","persona-business-broker",{"title":232,"use_case":233,"icon_asset_id":234},"M&A lawyers and legal counsel","Issuing a formal, organized request that covers all material risk categories","persona-ma-lawyer",{"title":236,"use_case":237,"icon_asset_id":238},"Angel investors and family offices","Conducting systematic due diligence before closing a minority or majority stake purchase","persona-angel-investor",[240,244,248,251,255,259,263],{"situation":241,"recommended_template":242,"slug":243},"Buying all outstanding common shares of a private company","Acquisition of Common Shares Due Diligence Request","acquisition-of-common-shares-documents-request-for-due-diligence-D5162",{"situation":245,"recommended_template":246,"slug":247},"Acquiring assets rather than shares of a company","Asset Purchase Agreement Due Diligence Checklist","asset-purchase-agreement-D928",{"situation":249,"recommended_template":250,"slug":243},"Acquiring a minority stake without full control","Minority Share Purchase Due Diligence Request",{"situation":252,"recommended_template":253,"slug":254},"Completing due diligence for a public company target","Public Company M&A Due Diligence Checklist","public-relations-plan-D13755",{"situation":256,"recommended_template":257,"slug":258},"Formalizing the share purchase after due diligence is complete","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":260,"recommended_template":261,"slug":262},"Requesting a confidentiality agreement before sharing due diligence materials","Non-Disclosure Agreement (M&A)","non-disclosure-agreement-nda-D12692",{"situation":264,"recommended_template":265,"slug":266},"Documenting preliminary deal terms before launching due diligence","Letter of Intent (Acquisition)","letter-of-intent-for-purchase-of-computer-equipment-D1148",[268,271,274,277,280,283,286,289,292,295,298,301],{"term":269,"definition":270},"Due Diligence","The systematic investigation a buyer conducts on a target company to verify material facts, identify risks, and confirm that representations made by the seller are accurate before closing.",{"term":272,"definition":273},"Common Shares","The standard class of equity ownership in a corporation, carrying voting rights and residual claims on assets — as distinct from preferred shares, which carry priority rights.",{"term":275,"definition":276},"Data Room","A secure online repository (virtual data room, or VDR) where the target company uploads due diligence documents for the buyer's review, with access controls and audit logging.",{"term":278,"definition":279},"Letter of Intent (LOI)","A non-binding preliminary agreement outlining the key terms of a proposed acquisition — price, structure, exclusivity period, and due diligence timeline — before a definitive agreement is signed.",{"term":281,"definition":282},"Material Contract","Any agreement to which the target is a party that is significant to its operations, revenue, or liabilities — including customer contracts above a defined threshold, supplier agreements, and financing arrangements.",{"term":284,"definition":285},"Representations and Warranties","Statements of fact made by the seller about the target company's legal status, financials, and operations that the buyer relies on in completing the purchase — breaches can trigger indemnification claims.",{"term":287,"definition":288},"Indemnification","A contractual obligation by one party (typically the seller) to compensate the other for losses arising from a breach of representations, warranties, or undisclosed liabilities discovered after closing.",{"term":290,"definition":291},"Change-of-Control Clause","A provision in a third-party contract that gives the counterparty rights — such as termination or consent requirements — if ownership of the contracting entity changes hands.",{"term":293,"definition":294},"Cap Table","A schedule listing all equity holders, share classes, option pools, warrants, and convertible instruments, showing fully diluted ownership before and after the proposed acquisition.",{"term":296,"definition":297},"Encumbrance","Any lien, pledge, security interest, or restriction that limits the buyer's ability to acquire clear, marketable title to the target's shares or assets.",{"term":299,"definition":300},"Exclusivity Period","A negotiated window — typically 30 to 90 days — during which the target agrees not to solicit or negotiate with other potential buyers while the buyer completes due diligence.",{"term":302,"definition":303},"Working Capital","Current assets minus current liabilities at a defined measurement date — often a critical adjustment item in share purchase pricing negotiations.",[305,310,315,320,325,330,335,340,345,350],{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Parties, Recitals, and Defined Terms","Identifies the buyer entity and the target company by legal name, references the LOI or term sheet that triggered the request, and defines key terms used throughout the document.","This Documents Request for Due Diligence ('Request') is submitted by [BUYER LEGAL NAME] ('Buyer') to [TARGET COMPANY LEGAL NAME] ('Company') in connection with the proposed acquisition of all issued and outstanding common shares of the Company (the 'Transaction'), as contemplated by the Letter of Intent dated [DATE].","Using the target's trade name instead of its registered legal name. If the entity name on the request doesn't match the registered entity, document production may be delayed and later indemnification claims can be harder to enforce.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Scope and Purpose of the Request","Defines what the request covers, confirms that document production does not create any binding obligation to complete the transaction, and states that the buyer's review is subject to the confidentiality agreement already in place.","This Request is issued for due diligence purposes only and does not constitute an offer to purchase or a binding commitment. All documents produced in response are subject to the Non-Disclosure Agreement dated [DATE] between the parties ('NDA').","Omitting a reference to the executed NDA. If the scope clause doesn't tie back to a confidentiality agreement, the target may legitimately withhold sensitive documents pending separate confidentiality terms.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Corporate Records and Governance Documents","Requests the target's foundational corporate documents — articles of incorporation, bylaws, minute books, board resolutions, shareholder agreements, and cap table — to verify the company exists as represented and that the shares can be validly transferred.","Please provide: (a) Articles of Incorporation and all amendments; (b) current Bylaws; (c) minute books for the preceding [5] years; (d) all shareholder agreements, voting trusts, and rights agreements; (e) fully diluted cap table as of [DATE].","Failing to request the fully diluted cap table including all option grants, warrants, and convertible notes. Buyers who omit this discover undisclosed dilution only at closing, reducing their effective ownership percentage.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Financial Statements and Accounting Records","Requests audited or reviewed financial statements for the preceding three to five fiscal years, the most recent interim financials, management accounts, and any going-concern qualifications — the foundation of purchase price justification.","Please provide: (a) audited financial statements for fiscal years [YEAR–YEAR]; (b) reviewed or compiled financials for the interim period ending [DATE]; (c) management accounts for the [X] most recent months; (d) all auditor management letters and correspondence.","Accepting only compiled (unreviewed) financials without requesting the auditor's management letters. Management letters often disclose internal control weaknesses, tax positions, and off-balance-sheet items that the financials themselves do not surface.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Material Contracts and Commitments","Identifies all significant agreements — customer contracts, supplier agreements, licenses, financing arrangements, and joint ventures — that a buyer must review to assess revenue concentration, change-of-control triggers, and ongoing obligations.","Please provide all contracts with annual value exceeding $[THRESHOLD], including: (a) customer and revenue agreements; (b) supplier and vendor agreements; (c) financing and credit facilities; (d) licenses (in and out); (e) any agreement containing a change-of-control, assignment restriction, or consent requirement.","Setting the materiality threshold too high (e.g., $500K) and missing clusters of smaller contracts that in aggregate represent significant revenue concentration or change-of-control risk.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Intellectual Property and Technology","Requests all IP registrations, pending applications, license agreements, open-source usage disclosures, and employee IP assignment agreements — critical for technology companies where IP is the primary value driver.","Please provide: (a) all registered and pending patents, trademarks, copyrights, and domain registrations; (b) IP assignment agreements with all founders, employees, and contractors; (c) software license agreements; (d) a list of all open-source components and their licenses; (e) any IP ownership disputes or third-party claims.","Not requesting contractor IP assignment agreements. In many companies, key software or creative work was produced by freelancers who never signed an IP assignment — meaning the target may not own the IP it purports to sell.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Employment, HR, and Benefits","Covers all employment agreements, offer letters, severance obligations, equity plan documentation, and benefit plan summaries to surface change-of-control payments, key-employee retention risk, and post-closing compensation liabilities.","Please provide: (a) all employment and consulting agreements for employees earning over $[THRESHOLD]/year; (b) equity incentive plan documents and outstanding grants; (c) benefit plan summaries; (d) any change-of-control, retention, or severance obligations triggered by the Transaction.","Overlooking equity acceleration provisions. Many startup option grants include single or double-trigger acceleration on change of control — undisclosed acceleration obligations can materially increase the effective purchase price.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Litigation, Regulatory, and Compliance","Requests all pending and threatened litigation, regulatory correspondence, environmental reports, and compliance certifications to identify contingent liabilities that could affect post-closing value.","Please provide: (a) all pending or threatened litigation, arbitration, and regulatory proceedings; (b) correspondence with any governmental authority in the preceding [3] years; (c) all consent orders, settlement agreements, or regulatory findings; (d) compliance certifications for applicable industry regulations (e.g., [REGULATION]).","Not requesting regulatory correspondence proactively — only asking for 'pending proceedings.' Regulatory inquiries that have not yet become formal proceedings can be equally material and are often omitted if the request language is too narrow.",{"name":346,"plain_english":347,"sample_language":348,"common_mistake":349},"Real Property and Physical Assets","Covers all leases, owned real estate, equipment financing agreements, and title documents to identify liens, termination rights, or change-of-control restrictions in real property or equipment arrangements.","Please provide: (a) all real property leases, subleases, and amendments; (b) deeds and title insurance policies for any owned real property; (c) equipment leases and financing agreements; (d) all liens, encumbrances, or security interests registered against the Company's assets.","Skipping a review of equipment and software financing agreements. Many operating companies have lender security interests registered against substantially all assets that must be discharged at closing for title to pass cleanly.",{"name":351,"plain_english":352,"sample_language":353,"common_mistake":354},"Production Timeline, Data-Room Protocol, and Execution","Specifies the deadline by which the target must upload documents to the data room, the platform to be used, access control requirements, and the signature blocks confirming both parties' agreement to the process.","The Company shall upload all requested documents to [DATA ROOM PLATFORM] by [DATE], [X] business days from the date of this Request. The Buyer shall provide access credentials within [X] business days. Both parties acknowledge this Request and agree to the production timeline by executing below. [BUYER SIGNATURE BLOCK] | [SELLER / COMPANY SIGNATURE BLOCK].","Not specifying a production deadline and data-room platform in the document itself. Open-ended requests routinely result in rolling production over months, delaying closing and eroding deal certainty.",[356,361,366,371,376,381,386,391],{"step":357,"title":358,"description":359,"tip":360},1,"Confirm the NDA and LOI are executed before sending","The due diligence request should only be transmitted after a signed NDA and LOI are in place. Verify both documents are fully executed and reference them by name and date in the scope clause.","If your NDA contains a standstill or non-circumvention clause, confirm the due diligence request does not inadvertently waive those protections.",{"step":362,"title":363,"description":364,"tip":365},2,"Insert the correct legal entity names for both parties","Use the target company's full registered legal name — not its trade name — and the buyer's registered entity. These names must match the anticipated Share Purchase Agreement exactly.","Run a corporate registry search on the target's jurisdiction to confirm the exact registered name and entity status before filling in the parties block.",{"step":367,"title":368,"description":369,"tip":370},3,"Set materiality thresholds for contracts and employees","Customize the dollar thresholds for material contracts and employment agreements based on the target's revenue scale. A $50K threshold appropriate for a $2M company is irrelevant for a $50M company.","As a starting point, set the contract materiality threshold at approximately 2–3% of the target's annual revenue.",{"step":372,"title":373,"description":374,"tip":375},4,"Tailor the IP and technology section to the target's business","For technology or SaaS companies, expand the IP clause to include software escrow agreements, API dependencies, and third-party data licenses. For non-tech targets, streamline this section to trademarks and domain names only.","Request a complete list of open-source components and their licenses — GPL or AGPL code embedded in proprietary software can restrict post-closing commercialization.",{"step":377,"title":378,"description":379,"tip":380},5,"Identify change-of-control triggers across all contract categories","Instruct the target to flag any agreement containing a change-of-control, assignment restriction, or consent requirement. This applies to customer contracts, leases, financing agreements, and software licenses.","A single anchor customer contract with a change-of-control termination right can materially affect deal economics — identify it early.",{"step":382,"title":383,"description":384,"tip":385},6,"Specify the data-room platform and access protocol","Name the virtual data room platform (e.g., Datasite, Intralinks, Ansarada, or Dropbox Business) and specify permission levels — read-only for most reviewers, download rights limited to lead counsel and financial advisors.","Require the data room to maintain a full audit log. Audit logs showing what documents were available when become critical if post-closing indemnification disputes arise over undisclosed liabilities.",{"step":387,"title":388,"description":389,"tip":390},7,"Set a realistic production deadline","A standard production window is 15–30 business days for a well-organized target. For complex targets or distressed situations, allow 30–45 days. State the deadline in the document itself, not just in an accompanying email.","Build a document-tracker spreadsheet at the same time as the request — match each request item to a row you can mark 'received,' 'outstanding,' or 'not applicable' as production proceeds.",{"step":392,"title":393,"description":394,"tip":395},8,"Execute the request and retain the signed copy","Have both buyer and seller counsel (or authorized signatories) execute the request. The signed copy establishes the agreed scope of production and the deadline — both are relevant if the target later claims it was not obligated to produce a particular category.","File the executed request alongside the LOI and NDA in your transaction binder — it forms part of the pre-closing record if disputes arise over what representations were based on.",[397,401,405,409,413,417],{"mistake":398,"why_it_matters":399,"fix":400},"Sending the request before an NDA is signed","Without a confidentiality agreement in place, the target has no legal obligation to treat the buyer's review process or any shared information as confidential — and the buyer's own inquiry may reveal strategic interest to competitors.","Execute the NDA first, confirm it covers due diligence materials specifically, and reference it in the scope clause of every request you send.",{"mistake":402,"why_it_matters":403,"fix":404},"Using trade names instead of registered legal entity names","A request issued to 'Acme Corp' when the registered entity is 'Acme Corporation Ltd.' creates ambiguity about which legal entity is obligated to produce — and can weaken post-closing indemnification claims.","Run a corporate registry search before drafting and use the exact registered name throughout the document and all subsequent transaction instruments.",{"mistake":406,"why_it_matters":407,"fix":408},"Omitting the fully diluted cap table request","Founders routinely understate the option pool, outstanding warrants, or convertible notes — any of which reduces the buyer's effective ownership and increases the total consideration needed to acquire 100% of the company.","Request the cap table on both an issued-and-outstanding basis and a fully diluted basis, including all options, warrants, convertible instruments, and SAFEs.",{"mistake":410,"why_it_matters":411,"fix":412},"No production deadline in the document itself","Open-ended requests result in rolling document production that can stretch for months, delaying closing, eroding deal certainty, and giving the target time to shop the deal to competing buyers after exclusivity expires.","State a specific calendar deadline — not a relative 'within a reasonable time' — and tie it to the exclusivity expiry date in the LOI so both parties understand the consequences of delay.",{"mistake":414,"why_it_matters":415,"fix":416},"Failing to request contractor IP assignment agreements","Work produced by contractors without a written IP assignment may belong to the contractor, not the company — meaning the buyer acquires a company whose core IP is not fully owned by the entity being purchased.","Explicitly list IP assignment agreements for all contractors and freelancers as a required document, and flag any gaps discovered during review as a condition to closing or a price adjustment item.",{"mistake":418,"why_it_matters":419,"fix":420},"Accepting compiled financials without requesting auditor management letters","Auditor management letters disclose internal control weaknesses, aggressive accounting positions, and contingent liabilities that are not visible on the face of the financial statements — omitting them leaves major risks undetected.","Request all auditor correspondence including management letters, representation letters, and any going-concern qualifications for the full review period.",[422,425,428,431,434,437,440,443,446],{"question":423,"answer":424},"What is a due diligence request for a common shares acquisition?","A due diligence request for a common shares acquisition is a formal document a buyer sends to a target company after signing a letter of intent, itemizing every category of corporate, financial, legal, and operational record the buyer requires before completing the share purchase. It initiates the structured review phase of the transaction, establishes a production timeline, and defines the data-room protocol the target must follow. Unlike an asset acquisition, a share purchase transfers all liabilities of the target entity — making thorough due diligence essential to identify undisclosed obligations.\n",{"question":426,"answer":427},"What documents are typically requested in a share acquisition due diligence?","Standard categories include corporate records (articles, bylaws, minute books, cap table), financial statements for three to five years, material contracts, intellectual property registrations and assignment agreements, employment agreements and equity plans, litigation and regulatory correspondence, real property leases, and environmental reports. For technology targets, the list expands to include software licenses, open-source inventories, and data-processing agreements. The exact scope is calibrated to the target's industry, size, and identified risk areas.\n",{"question":429,"answer":430},"Why does it matter whether the acquisition is structured as a share purchase versus an asset purchase?","In a share purchase, the buyer acquires the entire legal entity — including all undisclosed liabilities, contingent claims, and historical tax obligations. In an asset purchase, the buyer selects specific assets and generally does not assume pre-existing liabilities unless explicitly agreed. This distinction makes due diligence substantially more critical in a share transaction, because the buyer inherits whatever the entity owns and owes. A due diligence request for a share acquisition must therefore cover compliance, litigation, and tax history in far greater depth than an asset deal.\n",{"question":432,"answer":433},"How long does the due diligence process typically take?","For a well-organized private company with a prepared data room, initial document production typically takes 15 to 30 business days from the date of the request. Buyer review and follow-up requests add another two to six weeks. Total due diligence periods of 45 to 90 calendar days are common in mid-market transactions. Complex targets, missing records, or regulatory issues can extend the process to four to six months. The exclusivity period in the LOI should be set to cover the realistic due diligence timeline with a buffer.\n",{"question":435,"answer":436},"Is a due diligence request legally binding on the target?","A due diligence request is not itself a binding purchase obligation, but it creates enforceable obligations to produce documents if the target's agreement to the process is captured in a signed document, an LOI with a due diligence covenant, or an exclusivity agreement. The scope clause of a well-drafted request explicitly states that production does not create a transaction obligation while still establishing the agreed scope and timeline of disclosure. Consider consulting a lawyer to confirm the enforceability of production obligations in the target's jurisdiction.\n",{"question":438,"answer":439},"What happens if the target refuses to produce a requested document?","If production obligations are captured in the LOI or a separate process agreement, refusal to produce a material document is typically a breach entitling the buyer to terminate and seek reimbursement of due diligence costs. Even where no formal production obligation exists, selective non-disclosure is a significant red flag that experienced buyers treat as a deal-stopper or a basis for price renegotiation. Document what was requested and what was not produced — this record is valuable in post-closing indemnification disputes.\n",{"question":441,"answer":442},"Do I need a lawyer to issue a due diligence request?","For transactions below $500K involving simple corporate structures, a well-prepared template reviewed by a generalist lawyer is typically sufficient. For transactions above $1M, targets with complex IP or regulatory profiles, cross-border deals, or situations involving significant litigation exposure, legal counsel should draft or substantially customize the request. The cost of a missed liability in a share purchase — which transfers all historical obligations to the buyer — almost always exceeds the cost of proper legal review.\n",{"question":444,"answer":445},"What is a virtual data room and do I need one?","A virtual data room (VDR) is a secure, permission-controlled online repository where the target uploads due diligence documents for buyer review. Dedicated VDR platforms (Datasite, Intralinks, Ansarada) offer audit logging, watermarking, and granular access controls. For transactions above $500K, a dedicated VDR is strongly recommended — the audit log showing which documents were available to the buyer and when is critical evidence in post-closing disputes. For smaller deals, a well-organized shared folder with version control can suffice.\n",{"question":447,"answer":448},"What is a change-of-control clause and why does it matter in due diligence?","A change-of-control clause in a third-party contract gives the counterparty specific rights — often termination, price renegotiation, or consent requirements — when ownership of the contracting entity changes. In a share acquisition, every customer contract, supplier agreement, lease, and license must be reviewed for this provision. A single anchor-customer contract or critical software license with a change-of-control termination right can materially reduce the target's post-closing value and may require pre-closing consent as a condition of the transaction.\n",[450,454,458,462],{"industry":451,"icon_asset_id":452,"specifics":453},"Technology / SaaS","industry-saas","IP ownership of proprietary software, open-source license compliance, customer data processing agreements under GDPR and CCPA, and SaaS subscription contract change-of-control provisions are the highest-risk areas and require expanded due diligence categories.",{"industry":455,"icon_asset_id":456,"specifics":457},"Professional Services","industry-professional-services","Client engagement letters with assignment restrictions, professional indemnity insurance continuity, key-person dependency on revenue-generating partners, and non-solicitation agreements with departing professionals are the primary due diligence focus.",{"industry":459,"icon_asset_id":460,"specifics":461},"Manufacturing","industry-manufacturing","Equipment financing security interests registered against assets, environmental compliance history and site assessments, supplier concentration and supply chain agreements, and product liability litigation history require detailed review.",{"industry":463,"icon_asset_id":464,"specifics":465},"Healthcare / Life Sciences","industry-healthtech","Regulatory approvals (FDA, Health Canada, CE mark), HIPAA and PIPEDA compliance, billing and coding audit history, professional licensing of key personnel, and payor contract change-of-control provisions are critical deal-specific items.",[467,470,473,475],{"vs":265,"vs_template_id":468,"summary":469},"letter-of-intent-to-purchase-a-business-D12731","A letter of intent outlines the proposed deal structure, price, and key terms at a high level — it precedes due diligence and is typically non-binding. The due diligence request follows the LOI and is the operative document governing what the target must produce during the review period. The LOI creates the exclusivity window; the due diligence request fills it with structured document production.",{"vs":257,"vs_template_id":471,"summary":472},"share-purchase-agreement-D12674","A share purchase agreement is the binding closing document that transfers legal ownership of the shares. The due diligence request is a pre-closing instrument that supports the buyer's decision to sign the SPA and populates the representations and warranties schedule. Findings from due diligence directly shape the indemnification provisions, price adjustments, and closing conditions in the SPA.",{"vs":261,"vs_template_id":262,"summary":474},"An NDA protects the confidentiality of information exchanged during the acquisition process and must be signed before the due diligence request is issued. The due diligence request defines what information must be produced; the NDA governs how it is handled. Both documents are necessary — the NDA without the request leaves scope undefined, and the request without the NDA exposes sensitive information without contractual protection.",{"vs":140,"vs_template_id":476,"summary":477},"asset-purchase-agreement-D12714","An asset purchase acquires specific assets of a business rather than the legal entity itself, so the buyer does not inherit pre-existing liabilities. Due diligence for an asset purchase is typically narrower — focusing on title to assets, assumed contracts, and specific liabilities being taken on. A common shares acquisition requires substantially broader due diligence because all historical liabilities of the entity transfer to the buyer by operation of law.",{"use_template":479,"template_plus_review":483,"custom_drafted":487},{"best_for":480,"cost":481,"time":482},"Buyers acquiring straightforward private companies under $500K with simple corporate structures and no regulatory exposure","Free","2–4 hours to customize and issue",{"best_for":484,"cost":485,"time":486},"Mid-market acquisitions between $500K and $5M, targets with IP, employment agreements, or identified litigation","$500–$2,000 for legal counsel review and customization","2–5 business days",{"best_for":488,"cost":489,"time":490},"Transactions above $5M, cross-border deals, regulated-industry targets, or targets with complex IP portfolios or material litigation","$3,000–$15,000+ for full M&A legal team engagement","1–3 weeks",[492,497,502,507],{"code":493,"name":494,"flag_asset_id":495,"note":496},"us","United States","flag-us","Share acquisitions in the US are governed by the laws of the target's state of incorporation — Delaware is most common and has well-developed case law on fiduciary duties and deal process. Federal securities laws (Hart-Scott-Rodino Act) require pre-merger notification for transactions above the applicable HSR threshold (adjusted annually). State bulk sales laws and WARN Act obligations should be reviewed for targets with 50+ employees or significant inventory.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"ca","Canada","flag-ca","Share acquisitions in Canada are governed provincially — Ontario's Business Corporations Act and the Canada Business Corporations Act are most commonly applicable. Competition Act pre-merger notification thresholds apply to transactions with enterprise value above approximately CAD $93M (adjusted annually). Provincial employment standards set minimum notice and severance obligations that affect post-closing integration costs. Quebec targets require review of language-of-business compliance under the Charter of the French Language.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"uk","United Kingdom","flag-uk","UK share acquisitions are governed by the Companies Act 2006. The Competition and Markets Authority (CMA) reviews transactions that meet share-of-supply or turnover thresholds. TUPE regulations apply if the transaction results in a service provision change and affect employee transfer obligations. Post-Brexit data transfer mechanisms must be reviewed for targets processing personal data originating in the EU, as UK GDPR and the EU GDPR now operate as separate regimes.",{"code":508,"name":509,"flag_asset_id":510,"note":511},"eu","European Union","flag-eu","EU Merger Regulation requires notification to the European Commission for transactions meeting combined worldwide and EU-wide turnover thresholds. GDPR compliance, data processing agreements, and cross-border data transfer mechanisms (SCCs, adequacy decisions) are material due diligence items for any EU target processing personal data. Works council consultation obligations in Germany, France, and the Netherlands can extend the timeline by 30 to 90 days and must be factored into exclusivity periods.",[258,266,262,247,513,514,515,516,517,518,519,520],"shareholders-agreement-D1016","employment-agreement-executive-D543","general-non-compete-agreement-D882","indemnification-agreement-D13016","certificate-of-corporate-resolution-D3","merger-agreement-D12659","rights-agreement-D13037","confidential-information-agreement-D818",{"emit_how_to":209,"emit_defined_term":209},{"primary_folder":133,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"equity-and-mergers","agreement","general","exit",[528,529,530,531,532],"m-and-a","buyer","due-diligence","acquisition","share-purchase",0.95,"\u003Ch2>What is an Acquisition of Common Shares Documents Request for Due Diligence?\u003C/h2>\n\u003Cp>An \u003Cstrong>Acquisition of Common Shares Documents Request for Due Diligence\u003C/strong> is a formal legal instrument issued by a prospective buyer — or their legal counsel — to a target company after signing a letter of intent, systematically itemizing every category of corporate, financial, legal, and operational record required before completing a share purchase transaction. Unlike an asset purchase, a share acquisition transfers the entire legal entity to the buyer, including all historical liabilities, contingent claims, and tax obligations that may never appear in the target's financial statements. The due diligence request is the structured mechanism by which the buyer surfaces those risks before they become the buyer's problem. It defines the scope of document production, establishes a legally referenced production timeline, and creates a record of what was disclosed — all of which directly inform the representations, warranties, indemnification limits, and price adjustment provisions in the final share purchase agreement.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a structured, comprehensive due diligence request, buyers in share acquisitions routinely inherit undisclosed liabilities — regulatory penalties, contractor IP ownership gaps, change-of-control triggers in anchor customer contracts, or equity acceleration obligations — that surface only after closing, when the only remedy is costly litigation against the seller. A disorganized or incomplete request signals inexperience to the target and its advisors, inviting selective disclosure and incomplete document production. The signed, scoped request also serves a critical evidentiary function: it establishes precisely what the buyer asked for and what the target represented was complete — the factual foundation of any post-closing indemnification claim. This template gives buyers and their counsel a jurisdiction-ready, category-complete starting point that covers every material risk area of a common shares transaction, reducing the risk of the single most expensive outcome in M&A practice: closing on a deal you didn't fully understand.\u003C/p>\n",1781186021454]