How to prepare a due diligence request list for Corporate Restructuring Transactions

Prepare a company-side restructuring diligence request list by mapping each proposed step to the entities, assets, liabilities, and relationships it affects. Request evidence needed to test that step, identify the business custodian, and explain the decision each response will support. Separate missing documents from confirmed nonexistence, and factual responses from counsel’s conclusions. The deliverable is a prioritized, source-linked request list that identifies approval, transfer, financing, and operational dependencies before the company settles its execution sequence.

When to use this workflow

Use this workflow when company counsel receives a proposed merger, asset contribution, internal reorganization, or corporate separation and needs targeted information from corporate, treasury, finance, HR, procurement, and business teams.

Start with a preliminary step plan, even if destinations or sequencing remain unsettled. This guide addresses US out-of-court restructuring, using Delaware corporate-law illustrations and a federal procurement overlay where relevant. Other entity forms and jurisdictions require separate analysis. Assign tax, securities, antitrust, foreign-law, and insolvency questions to appropriate specialists rather than treating this list as their substantive review.

The objective is an actionable request list—not a legal opinion or a complete closing checklist.

What you need

Collect these inputs before issuing the first substantive batch:

• Structure materials: before-and-after ownership charts, numbered steps, legal names, jurisdictions, proposed survivors, and asset destinations.
• Business perimeter: operations moving or remaining, shared employees and services, proposed timing, and resources needed for continued performance.
• Existing inventories: entity books, contracts, financing, liens, permits, IP, and intercompany balances and agreements.
• Draft transaction documents: merger or transfer agreements, separation terms, transition arrangements, and allocation schedules.
• Collection instructions: named custodians, approved repositories, access restrictions, and the company’s confidentiality and privilege-review protocol.

Treat inventories as leads, not proof of completeness. A contract register may omit amendments, guarantees, incorporated terms, or arrangements maintained outside legal. Identify an owner for reconciling each inventory with collected evidence.

Use the template

Use the Corporate Restructuring Transactions — Diligence request list below. You can copy this table into your working document or spreadsheet. Preserve request IDs when sorting or reprioritizing.

“Step / entity” identifies the step-plan version and legal entity, not merely a division. “Decision supported” explains why the response matters—for example, whether the receiving entity can continue obtaining supplies under a shared agreement.

Use “Evidence / citation” for stable document IDs, repository references, and clause, page, or spreadsheet-cell citations. Record execution status where relevant. Arrival of a document does not establish that it answers the request.

In the final column, distinguish requested, partially answered, under review, answered, not located, and confirmed nonexistent. Include the follow-up owner and agreed response target. These targets are project-management dates, not assumed legal deadlines. Keep an accepted evidence gap visible rather than relabeling it “answered.”

Step by step

1. Convert the structure into a request map

Number every proposed merger, contribution, distribution, and transfer. Identify the transferor, recipient or survivor, and affected business perimeter. Resolve inconsistent entity names and destinations before distributing requests based on them.

Where the structure remains uncertain, identify alternatives. A merger and an asset transfer may need different evidence despite an identical intended business outcome. Ask for ownership records rather than reconstructing ownership from informal descriptions.

Record: the step-plan version, affected entity, structural assumption, and requests for missing charts or ownership evidence. Revisit affected rows whenever the structure changes.

2. Tailor governance requests to the proposed route

Request governing documents, ownership records, approval materials, and restrictions on the contemplated action. For a Delaware merger under DGCL § 251, subsection (b) addresses board approval and advisability; subsection (c) supplies the ordinary stockholder-adoption and filing route. Test exceptions and alternative merger provisions before assigning approval tasks. See DGCL § 251(b)–(c). (delcode.delaware.gov)

Do not reuse that request unchanged for an asset contribution. DGCL § 271 addresses sales, leases, or exchanges of all or substantially all assets. Subsection (c) generally dispenses with stockholder approval for transfers to qualifying wholly owned, controlled subsidiaries unless the certificate provides otherwise. Counsel must assess the threshold, subsidiary definition, and relevant exceptions, including § 272. See DGCL § 271(a), (c). (delcode.delaware.gov)

Record: the proposed route, requested governance evidence, and question assigned to corporate counsel. Do not mark stockholder approval “required” or “unnecessary” before that analysis.

3. Build requests around the moving and retained businesses

Request schedules identifying assets, liabilities, employees, permits, IP, financing, guarantees, and intercompany arrangements attributable to each step. Ask custodians to distinguish exclusive from shared use and identify supporting records.

For financing, request executed facilities, security documents, guarantees, amendments, and schedules supporting counsel’s review of transfer restrictions and potential releases. For permits and IP, request holder or owner details and records describing covered activities or rights. For employees, request entity-level allocation and shared-role information through appropriately restricted channels.

Ask what remains with the company after the transfer: guarantees, services, systems, premises, or undocumented intercompany support may create continuing dependencies.

Record: separate rows where custodians or decisions differ. Avoid an uncloseable request for “all restructuring documents.”

4. Request complete contract families and transfer evidence

Request executed agreements, amendments, schedules, incorporated terms, guarantees, and existing consents or notices. Identify contracts supporting both retained and transferred operations. Obtain the business owner’s account of actual use, leaving interpretation to counsel.

DGCL § 259 addresses vesting of property and rights, attachment of liabilities, and preservation of creditor rights and liens in a statutory merger. Those consequences do not alone resolve contract-specific consent questions, permit requirements, or other applicable law. See DGCL § 259(a). (delcode.delaware.gov)

Record: document-family IDs and the assignment, merger, change-of-control, notice, novation, or release question. Keep the response partial if a referenced amendment is missing. Distinguish evidence of a notice from evidence of consent.

5. Add conditional requests for government and shared arrangements

Ask whether affected entities perform federal government contracts. FAR 42.1204 distinguishes specified asset transfers from stock purchases leaving the contracting party legally unchanged, controlling the assets, and performing the contract. It identifies applicable novation submissions and permits specified modifications by the responsible contracting officer. Other ownership-change issues may still require a formal agreement. See FAR 42.1204(a)–(b), (e)–(g). (acquisition.gov)

Where triggered, request the affected-contract list, proposed performer and asset details, and available transfer and approval materials. Do not impose a full novation questionnaire on every entity.

For shared contracts, request proposed allocation and supporting counterparty communications. The executed 3M–Solventum separation agreement illustrates negotiated partial-assignment, amendment, and alternative-arrangement provisions—not universal availability or permission to override counterparty rights. See § 2.8. (sec.gov)

Record: the triggering fact, conditional follow-up, and owner responsible for assessing the proposed arrangement.

6. Prioritize and issue a controlled first batch

Prioritize by the decision blocked. Unresolved ownership, financing restrictions, essential operating contracts, and shared-resource dependencies should receive early attention when they could change the structure or sequence.

Send each request to a named custodian with acceptable evidence described. Distinguish “not located” from “does not exist,” asking the respondent to identify the search performed or basis for the answer. Use approved access arrangements for sensitive materials.

Record: priority rationale, custodian, response target, and disclosure restriction. Preserve the issued version so additions and scope changes remain identifiable; consolidate duplicate requests without losing their step references.

7. Reconcile responses and issue precise supplements

Compare schedules with received contract families, ownership charts with entity records, and proposed allocations with business-owner responses. Test each response against the decision stated in its row.

Replace “Please complete the contract request” with “Provide the amendment referenced in § 4.2.” Separate verified facts, evidence gaps, and counsel’s conclusions. Escalate structural questions rather than asking custodians to provide legal answers.

Record: source citations, remaining uncertainty, next action, and accountable owner. Close a request when evidence answers it; otherwise document the team’s acceptance and ownership of the residual gap. Cross-reference resulting legal issues without turning the request list into a closing tracker.

Worked example

Fictional scenario: Alder Quay Holdings, Inc. proposes contributing its sensor business to wholly owned Alder Quay Devices, Inc. in step S1, then merging a dormant subsidiary into Holdings in S2. All parties, records, and clause descriptions below are fictional. These three representative requests concern S1; S2 receives separate governance requests.

The business team calls the contribution self-contained. Initial materials instead show a shared manufacturing agreement and a federal contract performed by Holdings. Counsel has an unsigned asset schedule and an incomplete charter file. The first batch tests perimeter and transfer assumptions.

R-01 prevents an incomplete charter file from becoming an approval conclusion. R-02 expands collection to retained-business usage because splitting supply may affect both operations. Its fictional consent clause does not establish whether consent has been obtained or whether an alternative arrangement is permitted. R-03 establishes neither a transfer nor a novation requirement.

The team should revisit S1 sequencing pending these responses. It lacks evidence of counterparty consent, a workable supply allocation, and the facts needed to assess government recognition. Assigned gaps replace the unsupported assumption that the contribution is self-contained.

Common mistakes

• Organizing only by topic. A financing folder can hide the affected transfer. Add step and entity references.
• Requesting only moving assets. Shared services and retained guarantees may affect execution. Request continuing dependencies and exposure.
• Accepting “internal transfer” as dispositive. Obtain governing documents, structure details, and operative contract wording before counsel concludes.
• Treating upload as completion. Identify unsigned drafts, missing schedules, and incomplete contract families explicitly.
• Asking custodians for legal conclusions. Replace “Confirm no consent required” with requests for agreements, transaction facts, and communications; assign interpretation to counsel.

Final quality check

• Each request identifies a current step and legal entity.
• Each states its decision, custodian, priority, and response target.
• Ownership and contract-family references reconcile with collected materials.
• Missing, unlocated, and confirmed nonexistent records remain distinguishable.
• Sources support the legal propositions; applicable effective-date provisions are checked before reliance.
• Sensitive records follow the agreed access protocol.
• Closed requests have supporting citations; unresolved issues have owners and explicit escalation or acceptance decisions.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize materials and prioritize human review. Contract review and tabular review support examination of relevant agreements across documents. Keep this request list as the team’s working document: lawyers determine scope, verify evidence, and decide whether responses resolve each question. To discuss this company-side collection and review workflow, book a demo.

Frequently asked questions

Should requests go out before the structure is final?

Yes. Label assumptions and alternatives, and begin with evidence informing structure selection: ownership, financing, shared contracts, and operating dependencies. Revise affected requests when the step plan changes.

How broad should intercompany requests be?

Cover relevant funding, guarantees, licenses, services, and balances for moving and retained operations. Request documented terms and factual descriptions where records are unavailable. Undocumented does not mean nonexistent.

Can a business certification replace missing documents?

It can record a factual response or search, but cannot recreate missing contract terms. Identify the respondent, basis, and remaining uncertainty. Counsel decides whether further collection or an accepted gap is appropriate.

Should this list track closing deliverables?

Keep the purposes distinct. Request evidence needed to identify future actions, then cross-reference their responsible workstreams. A diligence response is not proof that a required consent, filing, or release has occurred.

Sources

• Delaware Code, Title 8, Subchapter IX: §§ 251 and 259.
• Delaware Code, Title 8, Subchapter X: § 271.
• Federal Acquisition Regulation 42.1204.
• 3M–Solventum Separation and Distribution Agreement: § 2.8.

Scope: general professional workflow guidance, not advice for a particular transaction. Conclusions depend on actual language, governing law, facts, and structure.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.