CEVAP:

DePamphilis’s List of Key Topics to Address in a Due Diligence:

1. Corporate matters
- Affiliates, strategic investments, company documents, agreements, press releases, etc.

2. Securities matters
- Number of shares, issuance/resale of equity/debt securities, reports to shareholders, etc.

3. Tax matters
- Income tax returns, foreign income tax returns, evidence of payment of taxes, tax audits, etc.

4. Financial and accounting matters

- Financial statements, listing of inventory, listed of accrued expenses and deferred revenue, sales and cost of sales, etc.

5. Risk management matters
- Liability and property insurances, risk management policies, claims, customer warranties, etc.

6. Assets, real property, and personal property matters

- Domestic and foreign facilities owned, restrictions on real properties, documents on ownership/use of real properties, intangible properties, etc.

7. Conduct of business matters

- Company’s business units’ products and services, sales by product line, largest customers and suppliers, principal competitors, etc.

8. Intellectual property matters
- Domestic and foreign patents and trademarks, copyrights, pending applications to those, etc.

9. Management, labor, and personnel matters

- Management organization, employees by business units, employment agreements, collective bargaining agreements, pension plans, personnel procedures, etc.

10. Legal compliance matters

- Legal and ethical conducts, prior circumstances of recorded payments, prior investigations if any, policies of environmental, safety, and health issues, etc.

11. Ligitation, disputes, and claims matters

- Pending ligitations and claims, any governmental authority against the company, any violation of any regulations, etc.

12. Information systems matters
- Information processing systems, staffing forecasts, software products utilized, etc.