New York Partnership & Joint Venture Due Diligence Checklist

We, regretfully, see too many New York, New Jersey and Connecticut companies entering into business relationships with foreign nationals & corporations with little foresight. Often cultural and divergent business ethics leads to immediate issues. The following Merger & Acquisition Due Diligence Checklist is intended as a guide to vetting a prospective partner/joint venture for business in New York. The list is not exhaustive and an experienced New York attorney is, normally, necessary to join your due diligence team. This list is, also, useful for those doing being with New York companies and individuals, but was specifically tailored based on experience with Asian companies.

Please don’t chase an opportunity without considering the risks. The cost is, likely, less than you think and risks are, likely, greater than you imagine. This New York-Focused Merger & Acquisition Due Diligence Checklist is not a substitute for retaining a New York attorney to assist with your New York M & A. Please, only, use this checklist as an initial guide and insure that your attorney, in New York, is checking off all of the boxes.

If your prospective counterpart is an Asian-based company, these companies often are very poor at keeping accurate records that reflect a rational present reality. This is, sometimes, caused by neglect and is sometimes intentional. Please don’t avoid a review of their partner company abroad. All good New York law firms have forensic accountants with international experience available that are capable of reviewing the foreign books.

Additionally, all good New York law forms have connections with worldwide attorney that understands where to find the red flags. This skill comes with experience working abroad.

New York M & A Due Diligence Checklist

Company History
- Company History/Background
- Founder, Family & Key Individuals in Company
- Historical Profitability
- Historical Client List
- Credit Rating Present and Historical
- Primary Present Customers, Suppliers & Vendors
- Reason for Sale or Merger
- Change in Present Market for Company
- Stinky Fish & Stinky People
- Old Hats

Financials & Shareholder Distributions
- Audited Financial Statements
- Tax Returns, Tax Certificates, Tax Filings & VAT, Sales Tax Receipts etc.
- Government Filings, Government Notices and Tax Office Communications
- Local Taxes & Communications
- Compliance with local and international accounting standards
- Insurances
- Cash Flow, Current Financials & Year End Statements
- Shareholder Distributions
- Interested Transactions
- Lawsuits by Shareholders
- Government Liens
- Liens & Attachments

Company Formation Documents
- Business Licenses, Tax License & Commercial Register
- Articles/Constitution, By-laws, Amendments etc.
- Shareholder Agreements/Joint Venture Agreements
- Government Approvals & Certificates
- Interested Directors, Officers, Share Holdings
- Representative Director & Directors Acceptance Documents
- Formation Docs
- Insurance Contracts
- Seal Certificate

Assets & Receivables
- Receivables List & Records
- Real Property List & Records
- Movables List & Records
- IP (trademark, patents, copyrights, licenses etc.)
- Registration documents for IP
- Worldwide IP List
- Contact for IP Manager

Liabilities & Lawsuits
- Lawsuits & Administrative Actions
- Government Liabilities
- Loans & Guarantees
- Interested Transactions
- Licenses
- Contingents
- Liabilities to Shareholders, Employees, Family & Directors

Customers & Relationships
- Major Customers
- Agreements & POAs
- Customer & Vendor Relationship Issues
- Customer Relationship with Key Employees Leaving

Employee/Directors
- Employee List
- Job Specs
- Employment Contracts
- Government Obligations
- Severance Obligations
- Director Contracts
- Former Director List
- Employees Terminated in Last Year
- Independent Contractor Contracts
- Employment Related Tax Obligations
- Labor Union Representatives/Union
- Disciplinary Dismissals
- Contact for Human Resources