12 Reference

BLA COMMERCIAL LAW PRORAMME

SESSION 12

SAMPLE TRANSACTION MANAGEMENT CHECKLIST

The following checklist identifies the principal tasks required in connection with an acquisition or sale transaction when acting for the Purchaser. Amend the checklist as necessary to reflect your particular transaction.

Action To Be Taken Responsibility Status

PART I – PRELIMINARY MATTERS

1. Initial contact with client: (a) Receiving instructions and preliminary information regarding transaction; (b) Identify client staff and reporting structure; and (c) Identify timing issues. 2. Prior to accepting engagement in client transaction: (a) Conduct conflicts search; (b) Identify potential conflicts (if any); (c) Attempt to resolve potential conflicts (if any). 3. Preparation of ENGAGEMENT LETTER and provision of ENGAGEMENT LETTER or Engagement Email (including fee estimate if specifically requested by client) to client 4. Determine: (a) appropriate staffing for transaction and meet with or communicate with acquisition team; and (b) complete WORKING GROUP LIST 5. Preparation and Settlement of CONFIDENTIALITY AGREEMENT 6. Review Confidential Information Memorandum or other description of business. 7. Discussion with client of principal business issues and sensitivities and review scope of work. 8. Identify principal legal issues and considerations and report to client. 9. Preparation and settlement of LETTER OF INTENT.

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Action To Be Taken Responsibility Status

PART II – DUE DILIGENCE PROCESS

10. Organize and settle scope of due diligence. Consider implications of any CONFIDENTIALITY AGREEMENT entered into, or to be entered into by the Purchaser. Prepare draft DUE DILIGENCE CHECKLIST. (a) Determine client’s current knowledge and level of comfort with disclosure and business; and (b) Discuss staffing of due diligence between client and law firm and division of responsibility. 11. Settle final due diligence checklist, scope of due diligence P/SA and extent of searches with client. 12. Commence Due Diligence and Searches: (a) Send Due Diligence Checklist to Vendor and Vendor’s Solicitor; (b) Meet with Vendor for oral due diligence session; (c) Commence public searches; and (d) Review documents. 13. Review due diligence for any issues that must be dealt with prior to closing. 14. Prepare due diligence summaries, report and review with client.

PART III – THE AGREEMENTS AND OPINIONS

15. Prepare draft of Purchase Agreement (ASSET PURCHASE AGREEMENT/SHARE PURCHASE AGREEMENT) and circulate for comment to: (a) specialty lawyer(s); (b) client; and (c) client’s accountants. 16. Meetings with client regarding Purchase Agreement. 17. Ancillary Agreements: (a) Identify necessary agreements (eg. Escrow Agreement; Employment Agreement, Non-Competition Agreement; Trade-Mark Licence; Lease); and (b) Prepare agreements and circulate to client and appropriate specialty lawyer(s) for comment. 18. Negotiation of Agreements with Vendor and Vendor’s solicitor.

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Action To Be Taken Responsibility Status

19. CLOSING OPINIONS (a) Prepare draft closing opinions and officer’s certificate and circulate to Vendor’s solicitor; and (b) Negotiation with Vendor’s solicitor.

PART IV – COMPLETION OF CONDITIONS

20. Obtain regulatory approvals required: (a) Prepare regulatory filings; and (b) Meeting/negotiating with regulators. 21. Prepare necessary authorizing board or shareholder resolutions. 22. Obtain other approvals/consents required: (a) Prepare forms of consent; (b) Send consents to third parties; and (c) Discussion/negotiation with third parties. 23. Comply with relevant legislation.

PART V - CLOSING

24. Preparation of CLOSING AGENDA 25. Preparation of CLOSING DOCUMENTS 26. Pre-Closing: (a) Review and update Transaction Management Checklist (b) Assembly of closing documents; (c) Review of Vendor’s documents; (d) Vendor’s review of Purchaser’s documents; and (e) Photocopying closing quantities of documents. 27. Closing: (a) Registrations

PART VI – POST-CLOSING

28. Press releases, if necessary or desirable. 29. Required filings and notices (eg., to tenants, customers, suppliers, government permits). 30. Receipt of [Audited] Closing Statements. 31. Post-closing adjustments. 32. Closing Book Preparation. 33. Receipt of remaining consents. 34. [Reporting Letter to Client.]

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