Lesson 2: Preparing the buyer's initial request list

Guide your client through the process of requesting documents from the seller.

When representing the buyer in an acquisition, one of the key initial steps for the law firm is to prepare the initial request list (IRL) of documents that should be requested from the seller. Here is how you might approach preparing the IRL:

1. Understand the transaction type and the target company or asset: gather information about the proposed transaction, the target company's business, industry, and any specific areas of concern or risk that need to be evaluated.

2. Consult with the client and other advisors: consult with the buyer's internal team, financial advisors, and other professionals involved in the transaction to understand their specific areas of interest and any particular concerns they may have.

3. Develop a comprehensive document request list: develop a comprehensive list of documents and information to request from the seller. This IRL typically requests:

   • Corporate records (e.g., articles of incorporation, bylaws, minutes, resolutions)

   • Material contracts and agreements (e.g., customer contracts, supplier agreements, leases)

   • Intellectual property records (e.g., patents, trademarks, copyrights)

   • Employment and labor records (e.g., employment agreements, employee handbooks, benefit plans)

   • Regulatory and compliance records (e.g., permits, licenses, environmental reports)

   • Litigation and dispute records (e.g., pending lawsuits, settlements, correspondence)

   • Real estate and property records (e.g., deeds, title reports, environmental assessments)

4. Organize and prioritize the request list: organize the IRL in a structured manner, often categorizing requests by subject matter or importance.

5. Collaborate with the seller's representatives: work with the seller's legal counsel or representatives to understand the best way to provide the requested information and to address any potential confidentiality or logistical concerns.

6. Confirmation from buyer: confirm with your client (the Buyer) that there is nothing missing from the IRL.

7. Finalize and submit the IRL: Once the document request list is finalized, formally submit the IRL to the seller's representatives, often through a secure virtual data room or other agreed-upon method.