due-diligence-checklist
Drafts due diligence checklists for U.S. corporate transactions (M&A, asset purchases, investments, JVs, restructurings). Covers corporate structure, financials, tax, contracts, IP, litigation, employment, benefits, insurance, and environmental compliance. Surfaces change-of-control triggers, consent requirements, and red flags. Use when preparing for deal closing, board presentations, or investor disclosure.
Best use case
due-diligence-checklist is best used when you need a repeatable AI agent workflow instead of a one-off prompt.
Drafts due diligence checklists for U.S. corporate transactions (M&A, asset purchases, investments, JVs, restructurings). Covers corporate structure, financials, tax, contracts, IP, litigation, employment, benefits, insurance, and environmental compliance. Surfaces change-of-control triggers, consent requirements, and red flags. Use when preparing for deal closing, board presentations, or investor disclosure.
Teams using due-diligence-checklist should expect a more consistent output, faster repeated execution, less prompt rewriting.
When to use this skill
- You want a reusable workflow that can be run more than once with consistent structure.
When not to use this skill
- You only need a quick one-off answer and do not need a reusable workflow.
- You cannot install or maintain the underlying files, dependencies, or repository context.
Installation
Claude Code / Cursor / Codex
Manual Installation
- Download SKILL.md from GitHub
- Place it in
.claude/skills/due-diligence-checklist/SKILL.mdinside your project - Restart your AI agent — it will auto-discover the skill
How due-diligence-checklist Compares
| Feature / Agent | due-diligence-checklist | Standard Approach |
|---|---|---|
| Platform Support | Not specified | Limited / Varies |
| Context Awareness | High | Baseline |
| Installation Complexity | Unknown | N/A |
Frequently Asked Questions
What does this skill do?
Drafts due diligence checklists for U.S. corporate transactions (M&A, asset purchases, investments, JVs, restructurings). Covers corporate structure, financials, tax, contracts, IP, litigation, employment, benefits, insurance, and environmental compliance. Surfaces change-of-control triggers, consent requirements, and red flags. Use when preparing for deal closing, board presentations, or investor disclosure.
Where can I find the source code?
You can find the source code on GitHub using the link provided at the top of the page.
SKILL.md Source
# Due Diligence Checklist Generates a structured, transaction-ready due diligence checklist for U.S. M&A and corporate transactions. ## Quick Start Collect before drafting: 1. **Transaction type** — merger, acquisition, asset purchase, investment, JV, or restructuring 2. **Target** — company name, incorporation/operation jurisdictions 3. **Timeline** — anticipated closing date 4. **Scope** — business units, subsidiaries, time periods, materiality thresholds 5. **Priorities** — known concerns, industry-specific risks, regulatory focus Output each line item as: **Item** | **Documents Requested** | **Received (Y/N/Partial)** | **Issues/Notes** ## Checklist Sections ### 1. Corporate Structure & Governance - Formation docs (articles, bylaws, amendments), good standing certificates - Cap table, stock ledger, shareholder agreements, voting trusts, transfer restrictions - Subsidiary org chart with formation docs and ownership % for all subs/affiliates/JVs/VIEs - Board and shareholder minutes (last 3 years); resolutions authorizing the transaction **Red flags:** Governance irregularities, corporate formality gaps, piercing-the-veil risk, conflicted approvals. ### 2. Financial Records & Tax - Audited financials (3–5 years): balance sheets, P&L, cash flow, footnotes, management letters - Interim financials (current period + prior-year comparable) - Tax returns (federal, state, local, foreign); audits, assessments, open examinations - AR/AP aging, debt schedule with covenant compliance, off-balance-sheet obligations - Revenue recognition policies, related-party transactions, restatements **Red flags:** Covenant defaults, audit qualifications, restatements, contingent liabilities, aggressive revenue recognition. ### 3. Material Contracts - Top customer/supplier contracts; change-of-control and consent provisions - Distribution, franchise, dealer, referral agreements - Real property leases (options, renewal, assignment restrictions); deeds for owned property - Equipment/capital leases, financing arrangements - Loan agreements, credit facilities, security agreements, guarantees - JV agreements, partnership agreements, NDAs, settlement agreements **Red flags:** Change-of-control triggers, consent requirements, acceleration clauses, unusual indemnification, oral agreements, post-termination obligations. ### 4. Intellectual Property & Technology - Registered IP: patents, trademarks, copyrights, domain names - Trade secrets, know-how, common law marks - All IP licenses (in/out): exclusivity, territory, royalties, termination rights - Assignment agreements from founders, employees, contractors - Software licenses (proprietary + open source), SaaS/cloud agreements, DPAs **Red flags:** Unassigned founder IP, GPL/AGPL copyleft conflicts, freedom-to-operate gaps, missing work-for-hire agreements. ### 5. Litigation & Regulatory - Pending lawsuits, arbitrations, mediations (status + exposure) - Demand letters, cease-and-desist, threatened claims - Agency investigations, consent decrees, administrative proceedings - Settlement agreements, ongoing monitoring obligations - Operating licenses/permits (expiration, violations) - Regulatory compliance: antitrust, export controls, FCPA/UK Bribery Act - Data privacy: GDPR, CCPA, HIPAA — policies, breach history, DPAs - Whistleblower complaints, internal investigations **Red flags:** Unquantified exposure, systemic compliance failures, successor liability risk, required regulatory approvals for closing. ### 6. Employment, Labor & Benefits - Employee census: headcount by role, compensation, location, status (EE/contractor/PT) - Key employee agreements, offer letters, severance, equity grants - Non-competes, non-solicits, confidentiality agreements - Employee handbook, leave policies (FMLA, state leave) - 401(k)/pension docs, Form 5500, funding status; health/welfare plan summaries - Equity plans (options, RSA/RSU), vesting schedules; bonus/commission plans - Union contracts, CBAs, NLRB charges - Employment claims: discrimination, wage/hour, misclassification **Red flags:** Misclassified contractors, 409A violations, underfunded pensions, change-of-control severance triggers, key-man dependency. ### 7. Assets, Insurance & Risk - Real property: deeds, title insurance, surveys, zoning, Phase I/II environmental - Personal property: equipment list, liens, UCC filings, security interests - Insurance: GL, E&O, D&O, property/casualty, cyber, industry-specific - 5-year claims history; contingent liabilities (warranty, product liability, indemnification) - DR/BCP plans, crisis protocols **Red flags:** Coverage gaps, claims-made vs. occurrence tail exposure, uninsured losses, liens on key assets. ### 8. Environmental, Health & Safety - Environmental permits: air, water, waste, hazmat (all jurisdictions) - Phase I assessments (all owned/leased); Phase II where concerns identified - Compliance history: violations, NOVs, consent orders, remediation - Hazardous materials: generation, storage, disposal records, manifests - OSHA 300/300A logs (5 years), citations, safety programs - ESG: carbon/sustainability commitments, climate risk disclosures **Red flags:** CERCLA/Superfund exposure, ongoing remediation, unresolved NOVs, ESG obligations creating future compliance burdens. ## Closing Summary Conclude every checklist with: - **Critical Findings** — material risks requiring deal-team escalation - **Required Consents/Approvals** — third-party, regulatory, or lender consents to close - **Recommended Follow-Up** — specialist engagement (environmental, benefits, IP) - **Open Items** — documents requested but not yet received ## Pitfalls - Tailor scope to transaction type: asset purchases → assumed liabilities and excluded assets; investments → cap table, anti-dilution, governance rights - Adjust materiality thresholds to deal size and industry - Flag oral agreements — they create successor liability risk - For cross-border targets, flag jurisdiction-specific requirements (foreign investment review, local labor law, non-US tax) - Do not render legal opinions — flag issues for attorney review - Verify all regulatory citations for applicable jurisdiction and year [VERIFY]
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