What are the sales terms/policies, and have there been any unusual levels of returns/exchanges/refunds?.Are there any warranty issues with current or former customers?.How satisfied are the customers with their relationship with the company? (Customer calls will often be appropriate.).Will there be any issues in keeping customers after the acquisition (including issues relating to the identity of the buyer)?.What customer concentration issues/risks are there?.Who are the top 20 customers and what revenues are generated from each of them?.Topics of inquiry or concern will include the following: The buyer will want to fully understand the target company’s customer base including the level of concentration of the largest customers as well as the sales pipeline. Are there any other liens or encumbrances on the company’s intellectual property?ģ.What indemnities has the company provided to (or obtained from) third parties with respect to possible intellectual property disputes or problems?.
#M.e.a.t. checklist code
#M.e.a.t. checklist software
What software is critical to the company’s operations, and does the company have appropriate licenses for that software (and does the company’s usage of that software comply with use limitations or other restrictions)?.Has the company historically incorporated open source software into its products, and if so does the company have any open source software issues?.Has the company granted any exclusive technology licenses to third parties?.What technology in-licenses does the company have and how critical are they to the company’s business?.
#M.e.a.t. checklist license
Is the company involved in any intellectual property litigation or other disputes (patent litigation can be very expensive), or received any offers to license or demand letters from third parties?.Is the company infringing on (or has the company infringed on) the intellectual property rights of any third party, and are any third parties infringing on (or have third parties infringed on) the company’s intellectual property rights?.Does the company’s business depend on the maintenance of any trade secrets, and if so what steps has the company taken to preserve their secrecy?.What copyrighted products and materials are used, controlled, or owned by the company?.What registered and common law trademarks and service marks does the company have?.Has the company taken appropriate steps to protect its intellectual property (including confidentiality and invention assignment agreements with current and former employees and consultants)? Are there any material exceptions from such assignments (rights preserved by employees and consultants)?.
What domestic and foreign patents (and patents pending) does the company have?.This due diligence will often focus on the following areas of inquiry: The buyer will be very interested in the extent and quality of the target company’s technology and intellectual property. Does the company have sufficient financial resources to both continue operating in the ordinary course and cover its transaction expenses between the time of diligence and the anticipated closing date of the acquisition?Ģ.Has EBITDA and any adjustments to EBITDA been appropriately calculated? (This is particularly important if the buyer is obtaining debt financing.).Are the capital and operating budgets appropriate, or have necessary capital expenditures been deferred?.Should a “quality of earnings” report be commissioned?.What is the aging of accounts receivable, and are there any other accounts receivable issues?.Are there any unusual revenue recognition issues for the company or the industry in which it operates?.
0 kommentar(er)
