Legal Due Diligence Checklist for Business Acquisitions

Structure a complete Legal Due Diligence for the following transaction:\\\\\\\\n\\\\\\\\nTransaction: [TYPE: 100% acquisition / equity stake / merger / asset purchase]\\\\\\\\nAcquirer: [NAME AND PROFILE]\\\\\\\\nTarget: [TARGET COMPANY NAME]\\\\\\\\nTarget industry: [INDUSTRY]\\\\\\\\nIndicative price: R$ [AMOUNT]\\\\\\\\nProposed structure: [QUOTA PURCHASE / SHARE PURCHASE / ASSET PURCHASE]\\\\\\\\nDD completion deadline: [NUMBER] weeks\\\\\\\\nDD team: [NUMBER] lawyers + [NUMBER] accountants + [NUMBER] advisors\\\\\\\\n\\\\\\\\n## PHASE 1 — DUE DILIGENCE ORGANIZATION\\\\\\\\n\\\\\\\\n**Process setup:**\\\\\\\\n- Virtual data room: recommended folder structure\\\\\\\\n- NDA/confidentiality agreement as prerequisite\\\\\\\\n- Document request letter (master list)\\\\\\\\n- Questions and answers protocol (Q&A log)\\\\\\\\n- Internal target contacts responsible for each area\\\\\\\\n\\\\\\\\n## PHASE 2 — CHECKLIST BY LEGAL AREA\\\\\\\\n\\\\\\\\n### 2.1) CORPORATE STRUCTURE\\\\\\\\n- Articles of incorporation and all amendments\\\\\\\\n- Current board/management appointment documents\\\\\\\\n- Corporate books: shareholder records, meeting minutes\\\\\\\\n- Commercial registry good standing certificate\\\\\\\\n- Capital structure: quotas/shares, distribution among owners\\\\\\\\n- Shareholder or stockholders agreement\\\\\\\\n- Pre-emptive rights, tag-along, drag-along provisions\\\\\\\\n- Paid-in vs. unpaid capital\\\\\\\\n- Owners: background checks (civil, labor, criminal)\\\\\\\\n\\\\\\\\n### 2.2) CONTRACTS AND OBLIGATIONS\\\\\\\\n- Customer contracts: top 10 by value, term, critical clauses\\\\\\\\n- Supplier contracts: single-source dependency?\\\\\\\\n- Lease agreements: value, term, renewal, early termination penalties\\\\\\\\n- Financing and credit agreements: balances, guarantees given\\\\\\\\n- Distribution and partnership agreements\\\\\\\\n- Change of control: any clauses allowing termination due to change of control?\\\\\\\\n- Related-party contracts (between owners and the company)\\\\\\\\n- Guarantees provided (surety, guarantee, mortgage, fiduciary alienation)\\\\\\\\n\\\\\\\\n### 2.3) LABOR AND SOCIAL SECURITY LIABILITIES\\\\\\\\n- Negative labor debt certificate (CNDT)\\\\\\\\n- Complete employee roster: position, salary, hire date, employment type\\\\\\\\n- Outsourced workers: verify subsidiary liability (Precedent 331, TST)\\\\\\\\n- Active labor claims: number, claim amount, probability of loss\\\\\\\\n- Approved labor settlements: remaining liabilities?\\\\\\\\n- Hours bank, profit sharing, benefits: obligations met?\\\\\\\\n- Social security contributions current (Social Security certificate)\\\\\\\\n- FGTS regularly deposited\\\\\\\\n- Officer compensation: declared and contributed to social security?\\\\\\\\n\\\\\\\\n### 2.4) TAX AND FISCAL LIABILITIES\\\\\\\\n- Negative certificates: Federal Revenue, State (SEFAZ), Municipal (ISS)\\\\\\\\n- PGFN: Federal Tax Debts Certificate\\\\\\\\n- Tax regime: Simples, Presumed Profit, Actual Profit — appropriate for size?\\\\\\\\n- Active installment programs (REFIS, PERT, RELP): amounts and status\\\\\\\\n- Open tax assessments (federal, state, municipal)\\\\\\\\n- Recoverable tax credits\\\\\\\\n- Transfer pricing (if international operations)\\\\\\\\n- Tax planning: exists? Aggressive? Reclassification risks?\\\\\\\\n\\\\\\\\n### 2.5) INTELLECTUAL PROPERTY\\\\\\\\n- Trademarks: registered with INPI? In company name or owners' names?\\\\\\\\n- Patents, utility models, industrial designs\\\\\\\\n- Internet domains: registered in company name?\\\\\\\\n- Proprietary software: source code documented? Third-party licenses?\\\\\\\\n- Contracts with former employees/freelancers: IP assignment documented?\\\\\\\\n- Royalties payable to third parties\\\\\\\\n\\\\\\\\n### 2.6) LITIGATION AND DISPUTES\\\\\\\\n- All judicial and administrative proceedings\\\\\\\\n- For each case: claim amount, procedural stage, loss estimate (probable/possible/remote)\\\\\\\\n- Cases with systemic potential (class actions or affecting other customers)\\\\\\\\n- Regulatory proceedings: PROCON, ANATEL, ANVISA, ANEEL, CVM (per industry)\\\\\\\\n- Active arbitrations\\\\\\\\n- Settlement agreements (TACs) with Public Ministry\\\\\\\\n\\\\\\\\n### 2.7) LICENSES AND REGULATION\\\\\\\\n- Required operating licenses and permits: current and valid?\\\\\\\\n- Industry regulatory bodies: [LIST PER TARGET INDUSTRY]\\\\\\\\n- Open administrative violations\\\\\\\\n- Fire department inspections, Health Department, environmental agency\\\\\\\\n- Compliance with industry technical standards\\\\\\\\n\\\\\\\\n### 2.8) REAL ESTATE AND FIXED ASSETS\\\\\\\\n- Owned properties: registry, encumbrance certificate, property tax current\\\\\\\\n- Leased properties: agreements, improvements, remaining obligations\\\\\\\\n- Equipment and fixed assets inventory\\\\\\\\n- Fiduciary alienation or lien on equipment?\\\\\\\\n\\\\\\\\n## PHASE 3 — ANALYSIS AND REPORT\\\\\\\\n\\\\\\\\n**Due diligence report:**\\\\\\\\n- Executive Summary: risk traffic light by area\\\\\\\\n- Identified liabilities: [ESTIMATED TOTAL VALUE]\\\\\\\\n- Deal breakers: conditions that would preclude the transaction\\\\\\\\n- Price negotiation points (price adjustments)\\\\\\\\n- Pre-signing conditions precedent\\\\\\\\n- Representations and warranties (reps & warranties) to require from seller\\\\\\\\n- Indemnification clause: what seller must indemnify post-closing\\\\\\\\n- Escrow of portion of price: recommended amount and term\\\\\\\\n\\\\\\\\n**Due diligence timeline:**\\\\\\\\nWeek 1: Request documents and data room access\\\\\\\\nWeeks 2-3: Review and analysis by area\\\\\\\\nWeek 4: Q&A with target\\\\\\\\nWeek 5: Report consolidation\\\\\\\\nWeek 6: Presentation and negotiation based on findings