Simplified legal due diligence for an acquisition or investment

Scope is agreed before opening the data room: purchase of company interests, an investment contribution, asset acquisition or strategic partnership. Relevant risks differ for each structure.

Legal analysis relies on supplied documents, accessible registers and management responses. It is not a guarantee against hidden facts but a professional assessment of available information within agreed limits.

• Corporate structure, capital, members, directors and beneficial ownership.
• Material contracts, change of control, exclusivity and security.
• Litigation, enforcement, notices and potential disputes.
• Intellectual property, licences, domains and team creations.
• Employment relationships and key contractors.
• Permits, compliance and data protection.
• Assets and encumbrances relevant to the transaction.

A well-organised data room shortens review and exposes gaps. Every document should have an identifiable version, signatures, schedules and information on amendments.

• ONRC documents and the internal register of members.
• Legal organisational chart and affiliated entity list.
• Principal contracts, amendments and notices.
• Litigation list and relevant procedural documents.
• IP registers, creator agreements and software licences.
• Employment, management and contractor agreement templates.
• Permits and correspondence with authorities.

A finding is useful if it identifies the document reviewed, risk, likelihood or impact and recommended action. Issues may be remedied before closing, reflected in price or covered by representations, warranties, indemnities, retentions or conditions precedent.

The report should distinguish missing documents, confirmed breaches and unanswered questions. These categories do not warrant the same negotiating response.

The trade register and court portal provide important reference points, but results require interpretation and correlation with company documents. Name searches may miss historical litigation, name changes or cases where an entity appears in another capacity.

Access to the Beneficial Ownership Register follows current legitimate-interest rules and ONRC procedure. Control information must also be checked against ownership structures and members’ agreements.