This document is a checklist of matters to be considered by the purchaser of a business at the commencement of the due diligence process. It is designed to be used when the business is sold by way of share sale.

This precedent can be used as:

• a checklist for reviewing whether all matters have been covered in the vendor’s agreement; and
• as a guideline for the due diligence process, to identify relevant matters to be investigated.

Other considerations

This precedent is a guide to the sorts of matters which will need to be considered by parties and their advisers at the various stages of the transaction. It may aid parties in understanding the sorts of matters that may need to be included in the relevant contract.

In addition to the matters in this checklist, you should consider the specific operations of the business and any additional matters that may be relevant for a purchaser to consider. 

Revenue implications (particularly stamp duty and income tax) will affect a large number of aspects of the transaction, and these should be the subject of separate consideration in each case.

This document has been authored for LexisNexis by Jemery Kriewaldt, Partner, Atanaskovic Hartnell and updated by Rosalyn Gladwin, Principal, Gladwin Legal.

This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.