Professional Documents
Culture Documents
DILIGENCE EXAMINATION
2. LIABILITIES
a. Debt or loan instruments and documents, including the credit agreement,
promissory notes
b. Security documents, e.g. mortgage and pledge agreements, including the
Real Estate Mortgage
c. Materials given to creditors and investors in connection with obtaining
credit or investments or prepared for potential lenders and investors.
d. Write-ups or reports on debt secured or loans granted and on the
procedures and policies in the obtention and/or granting of loans.
e. Counsel/s opinion on any loan or other transaction
f. Any due diligence report (legal and financial) and information
memorandum on the company issued preferably during the last 3 years
3. ASSETS
a. List of real estate properties owned by the company, with title numbers
and location
b. Transfer Certificate of Title (TCT) and other documents evidencing title or
possession of real properties
c. Documents on leases, mortgages, pledges, encumbrances or other
restrictions on real property
d. Documents on investments made, including commercial papers,
certificate of stocks and loans or advances granted to other persons or
entities
e. Insurance policies on assets of the company
4. TAXES
a. Tax returns filed during the last 3 years
b. Documents on payment of taxes and custom duties during the last 3
years
c. Documents on importations made during the last 3 years
d. Documents on any tax or custom duty liabilities or potential liabilities,
assessments, protests or tax cases
e. Tax rulings, application for tax rulings, tax certificates, tax exemption
documents, tax credits and other arrangements issued during the last 3
years
f. Documents on any tax claim
5. LITIGATION/CLAIMS
a. List of cases involving the company, whether in court or any
administrative agency, including arbitration proceedings, with a brief
description and status thereof
b. Complainants, petitions and other initiatory pleadings filed by or against
the company and other material pleadings filed in connection therewith
(including those referred to in 6(6) below)
c. Demand letters by or against the company and documents relating to any
potential claim by or against the company, including those by or against
the government agencies
6. EMPLOYMENT ISSUES
a. Collective bargaining agreement/s, if any
b. Employment contracts
c. List of employees, with their corresponding positions, date of employment
and latest salaries and wages
d. Documents on any claim by any employee against the company
e. Notices from the DOLE and its agencies in connection with labor
standards, dismissal, strikes and lockouts, conciliator and mediation
proceedings.
f. Complaints, petition and other initiatory pleadings, notice of strike and
lockout and other related documents in connection with any labor
g. Pension plans, retirement plans, profit sharing plans, employee trust
funds, stock opinion plans, compensation plans and other similar plans.
7. INTELLECTUAL PROPERTY
a. Certificates of registration of any patents, trademarks and copyrights
b. Licensing, agreements, technical assistance arrangements, management
contracts and other agreements involving the use of patents, trademarks,
copyrights, business systems and other intellectual property
c. Information on software and computer programs owned by the company,
proofs of ownership thereof, or applicable licenses