For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

Closing Checklist: Private Mergers and Acquisitions

by PLC Corporate & Securities
Maintained • USA

A closing checklist to be used in a private merger, stock or asset purchase transaction. This Standard Document has
integrated notes with important explanations and drafting and negotiating tips.

CLOSING CHECKLIST

Parties

[BUYER] Buyer

[BUYER COUNSEL] BC

[SELLER] Seller

[SELLER COUNSEL] SC

[SELLER ACCOUNTANTS] A

Document/Action Purchase Agreement Responsible Party Status

Section Reference

Principal Documents

Purchase Agreement (PA) S, SC, B, BC Signed on [DATE]

Exhibits to PA: S, SC, B, BC Finalized on [SIGNING

DATE]
• [Escrow
Agreement]
• [Transition
Services
Agreement]
• [Assignment and
Assumption

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 1

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

Agreement]
• [Bill of Sale]
• [Intellectual
Property
Assignment
Agreement]
• [Deed for transfer
of [PROPERTY]]

Disclosure Schedules to the S, SC, B, BC Finalized on [SIGNING

PA DATE]

[LIST OTHER PRINCIPAL S, SC, B, BC Signed on [DATE]

AGREEMENTS THAT ARE
NOT EXHIBITS]

Resolutions of Seller S, SC Authorized on [DATE]

authorizing [transaction and]
transaction documents

Resolutions of Buyer B, BC Authorized on [DATE]

authorizing [transaction and]
transaction documents

[Resolutions of
[Merger/Acquisition
Subsidiary] authorizing
[transaction and] transaction
documents

Pre-closing Documents/Actions Related to the Transaction

Document/Action Purchase Agreement Responsible Party Status

Section Reference

Prepare Government S, SC, B, BC

Approvals:

• [HSR Act filing]

• [OTHERS]

Prepare requests for third- [SC]

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 2

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

party consents [and notices]

listed on Section [NUMBER]
of the Disclosure Schedules:

• [NAME of
RECIPIENT]
• [NAME of
RECIPIENT]
• [NAME of
RECIPIENT]

Conduct title searches and BC

have title reports prepared

Conduct lien and judgment BC

searches

Conduct Phase I BC, [ENVIRONMENTAL

environmental reports at: CONSULTANT]

• [NAME OF
PROPERTY]
• [NAME OF
PROPERTY]
• [NAME OF
PROPERTY]

[Prepare updates to [S, SC/B, BC]

Disclosure Schedule
Sections:

• [SECTION
NUMBER]
• [SECTION
NUMBER]
• [SECTION
NUMBER]]

[Prepare opinion from SC

Seller’s Counsel]

[Prepare opinion from BC

Buyer’s Counsel]

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 3

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

Prepare director and officer SC

resignations for:

• [NAME]
• [NAME]
• [NAME]

Request good standing SC

certificates and [foreign
qualifications] for:

• [NAME OF
ENTITY/STATE]
• [NAME OF
ENTITY/STATE]
• [NAME OF
ENTITY/STATE]

Prepare Secretary’s Seller, SC

Certificate for Seller

Prepare Secretary’s Buyer, BC

Certificate for Buyer

Prepare [Officer’s/Closing] Seller, SC

Certificate for Seller

Prepare [Officer’s/Closing] Buyer, BC

Certificate for Buyer

[Prepare Buyer Buyer, BC

board/stockholder resolutions
to the extent necessary,
including the following
actions:]

[INCLUDE ANY
INTERNAL
REORGANIZATIONS
NECESSARY FOR
TRANSACTION OR
EQUITY
ARRANGEMENTS WITH

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 4

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

SELLER’S
EMPLOYEES/STOCKHOL
DERS]

[Prepare Seller’s share Seller, SC

certificates for transfer and
prepare all appropriate stock
powers]

[Prepare FIRPTA Affidavit Seller, SC

for each Seller]

[Prepare Certificate of BC
Merger and submit for pre-
clearance with [STATE
AGENCY]]

[Form and organize Merger BC

Subsidiary:

• Draft and file

certificate of
incorporation of
Merger Subsidiary
• Draft statement of
incorporator
• Draft by-laws
• Draft initial stock
certificate
evidencing
issuance of
[NUMBER]
shares of common
stock to Buyer]

[INSERT OTHER Seller, SC

ACTIONS RELATING TO
TRANSFER (SUCH AS
TERMINATIONS OF
CERTAIN AGREEMENTS,
RESIGNATION OF
AUDITOR AND
AMENDMENT OF
CHARTER DOCUMENTS)]

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 5

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

[INSERT ANY ACTIONS [Buyer, BC, Lender, LC]

RELATED TO DEBT
FROM M&A TEAM (SUCH
AS PAYOFF LETTERS)]

[INSERT ACTIONS [Buyer, BC/Seller, SC,

RELATED TO EMPLOYEE/STOCKHOLD
STOCKHOLDER OR ER NAMES]
EMPLOYEE
ARRANGEMENTS IF
APPLICABLE (SUCH AS
PAYMENT OF
TRANSACTION BONUSES
OR ROLLOVER OF
SHARES)]

[INSERT PREPARATION Seller, A

OF ANY FINANCIAL
STATEMENTS REQUIRED
FOR PURCHASE PRICE
ADJUSTMENT]

[INSERT ANY OTHER [Seller, SC]

ACTIONS REQUIRED BY
THE PURCHASE
AGREEMENT]

Prepare funds flow Buyer, BC

memorandum

Prepare press release Buyer, BC, Seller, SC

Closing Documents/Actions Related to the Transaction

Document/Action Purchase Agreement Responsible Party Status

Section Reference

Executed Exhibits to PA: S, SC, B, BC

• [Escrow
Agreement]

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 6

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

• [Transition
Services
Agreement]
• [Assignment and
Assumption
Agreement]
• [Bill of Sale]
• [Intellectual
Property
Assignment
Agreement]
• [Deed for transfer
of [PROPERTY]]

Third-party consents listed SC

on Section [NUMBER] of
the Disclosure Schedules:

• [NAME]
• [NAME]
• [NAME]

[Updated Disclosure Seller, SC

Schedules]

[Opinion from Seller’s SC

Counsel]

[Opinion from Buyer’s BC

Counsel]

Director and officer Seller, SC

resignations for:

• [NAME]
• [NAME]
• [NAME]

Good standing certificates SC

[and foreign qualifications]
for:

• [NAME OF

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 7

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

ENTITY/STATE]
• [NAME OF
ENTITY/STATE]
• [NAME OF
ENTITY/STATE]

Seller’s Secretary’s Seller, SC

Certificate

Buyer’s Secretary’s Buyer, BC

Certificate

Seller’s [Officer’s/Closing] Seller, SC

Certificate

Buyer’s [Officer’s/Closing] Buyer, BC

Certificate

[Seller’s share certificates Seller, SC

executed for transfer with all
appropriate stock powers]

[FIRPTA Affidavit for each Seller, SC

Seller]

[File Certificate of Merger BC

with the Secretary of State of
[STATE]]

[INSERT OTHER [Seller, SC]

ACTIONS AND
DELIVERABLES
RELATING TO
TRANSFER (SUCH AS
DELIVERY OF
TERMINATIONS OF
CERTAIN AGREEMENTS,
RESIGNATION OF
AUDITOR AND
AMENDMENT OF
CHARTER DOCUMENTS)]

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 8

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

[INSERT ANY ACTIONS [Buyer, BC, Lender, LC]

AND DELIVERABLES
FROM M&A TEAM
RELATED TO DEBT
FINANCING (SUCH AS
PAYOFF LETTERS)]

[INSERT ACTIONS AND [Buyer, BC/Seller, SC,

DELIVERABLES EMPLOYEE/STOCKHOLD
RELATED TO ER NAMES]
STOCKHOLDER OR
EMPLOYEE
ARRANGEMENTS IF
APPLICABLE (SUCH AS
PAYMENT OF
TRANSACTION BONUSES
OR ROLLOVER OF
SHARES)]

[INSERT ANY OTHER [Seller, SC]

ACTIONS AND
DELIVERABLES
REQUIRED BY THE
PURCHASE
AGREEMENT]

Payment of purchase price to Buyer

Seller’s account by wire
transfer

[INSERT OTHER [Buyer/Seller]

PAYMENTS (SUCH AS
PAYMENT TO ESCROW
AGENT OR
PREPAYMENT OF DEBT)]

Submit press release to news [SC/BC]

wire

Post-closing Actions

[INSERT ANY POST-

CLOSING ITEMS (SUCH

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 9

 For Educational Use Only

Closing Checklist: Private Mergers and Acquisitions, Practical Law Standard Document...

AS A CORPORATE NAME
CHANGE)]

© 2014 Thomson Reuters. No claim to original U.S. Government Works. 10