Prepare a buyer-side diligence request list by defining the shares, entities and business being acquired, then converting ownership, valuation and operating assumptions into targeted evidence requests. Give each request a stable ID, specify the documents or explanation required, and assign a seller responder, buyer reviewer and response date. Reconcile responses against the acquisition perimeter rather than counting uploads. The deliverable is a prioritized, traceable list distinguishing verified responses, incomplete evidence, unavailable documents and genuinely inapplicable requests, with outstanding questions assigned for follow-up.
Use this workflow when buyer’s counsel or an in-house M&A team prepares initial requests, assesses an existing seller data room, or issues supplemental requests following a change in acquisition scope.
A share purchase requires investigation of both the securities being acquired and the business within the acquired entities. Address selling holders, capitalization, transfer restrictions, subsidiary ownership and obligations within the acquired group. An asset-purchase checklist alone will not answer those questions.
This guide assumes a US private-company acquisition. Delaware references apply only to Delaware corporations; identify other entity jurisdictions and assign relevant corporate, tax, regulatory and foreign-law questions to appropriate advisers. These are workflow recommendations, not mandatory disclosure requirements or a buyer inspection entitlement. Access rights depend on applicable law and agreed terms.
Collect the following before drafting:
Date management summaries and identify their authors or source. Use them to locate underlying evidence, not as substitutes for records requiring verification.
The Share Purchase Transactions — Diligence request list connects each request to evidence and an accountable reviewer. You can copy this table into your working document or spreadsheet.
| ID / priority | Entity / scope | Request / purpose | Evidence / citation | Seller responder | Buyer reviewer | Response / follow-up dates | Status / next action |
|---|---|---|---|---|---|---|---|
Assign permanent IDs, such as OWN-01 or COM-03. Keep the original ID when recording follow-ups; use linked subrequests if separate answers become necessary. Define priorities by the decision affected, such as signing assessment, pricing or operational continuity.
State what evidence is requested and why. Cite stable document IDs and clause or page references rather than “in data room.” Record requested response and follow-up dates separately from actual receipt dates. These are team scheduling dates, not assumed legal deadlines.
Use distinct statuses: “received—unreviewed,” “partial,” “not maintained,” “withheld,” “inapplicable—verified,” “closed—verified” and “closed—gap accepted.” Identify the named person responsible on each side. Record closure approval and any linked unresolved issue in the final field.
Identify the target, acquired subsidiaries, selling holders, securities and excluded entities. Ask whether intellectual property, employees, cash, debt or contracts sit outside the acquired group despite supporting its business. Identify minority interests and proposed reorganizations rather than assuming every subsidiary is wholly owned.
Turn each uncertainty into a targeted request. If an excluded seller affiliate provides essential services, request its arrangements with the target and an explanation of the dependency, not its entire corporate history.
Record: entity scope for every row and a separate request for each unconfirmed ownership or operating boundary. Define “group” if using it.
Request the ledger, capitalization table, issuance approvals, certificates or uncertificated-share records, awards, prior transfer evidence and security-holder agreements. Specify an as-of date and request intervening changes. Ask for evidence of pledges, liens and relevant releases rather than relying solely on management’s ownership summary.
For Delaware corporations, the stock-ledger definition includes record holders, addresses, registered share amounts, and recorded issuances and transfers. That definition does not establish clean title or complete beneficial ownership. Reconcile the records rather than treating the ledger as conclusive. See DGCL § 219(c).
Request restrictions, legends, notices, adoption records, holder agreements and waivers. Delaware’s rules address notice and actual knowledge; restrictions imposed after issuance do not bind those securities unless holders agreed or voted for them. An unlegended certificate alone does not establish unrestricted transferability. See DGCL § 202(a)–(b).
Record: separate ownership and restriction requests, pinpoint evidence and the discrepancy to resolve. Matching share totals are insufficient.
Cover corporate records, finance and tax, debt and security, commercial contracts, employment and benefits, intellectual property, technology, privacy, disputes, insurance, property and regulation. Adjust depth to the business and proposed shareholding.
For a subscription business, request customer terms, negotiated exceptions and renewal arrangements. For a manufacturer, emphasize facilities, supply dependencies and operating permissions. Request assignment and change-of-control provisions separately so counsel can assess the actual ownership change without conflating the concepts.
Specify entities, periods and document families. Distinguish buyer-selected screening criteria from any draft agreement definition of “Material Contracts.” Include historical liabilities and related-party balances relevant to valuation and contractual protection, not merely contracts expected to continue.
Record: one answerable request per row, its business purpose and scope limits.
Separate evidence affecting whether to proceed from evidence informing price, contractual protection or transition planning. Ownership discrepancies, critical customer terms and financing restrictions may require early answers; explain the dependency rather than assigning everything high priority.
Ask antitrust counsel to specify information needed for reportability analysis, including relevant ownership, transaction value, financial and business-overlap information. FTC guidance explains that certain acquisitions require notification and a waiting period; thresholds change annually and exemptions may apply. Do not assume a threshold or closing date. See the FTC premerger notification overview. Route other regulatory screening questions separately to relevant specialists.
Record: priority rationale, affected decision, reviewer and requested response date.
Ask the seller to answer by request ID, identifying responsive documents or providing a specific explanation. Distinguish nonexistent records, records not maintained, unavailable records, withheld information and inapplicable categories. For agreements, request operative versions with amendments, schedules, side letters and relevant notices.
Agree how confidentiality, privilege and restricted information will be escalated. As a negotiated example, § 7.2(a) of the AMD–ZT Group agreement provides preclosing access subject to specified limitations and efforts concerning alternative access. It does not establish a general entitlement.
Depending on applicable restrictions, counsel may consider redactions, factual summaries or controlled review. Do not assume an information-sharing arrangement preserves privilege or permits disclosure of competitively sensitive information.
Record: restriction, proposed alternative, approving reviewer and remaining evidence gap.
Test each response for entity coverage, relevant period, execution status and completeness. Connect amendments to their underlying agreements. Determine whether the production answers the question or supplies only related material.
Reconcile holders and securities across ownership records. For commercial agreements, confirm that the operative terms needed to assess the transaction are present. If “none” conflicts with another document, identify that contradiction in the follow-up.
“Provide Amendment 2 referenced in COM-014, § 12” is actionable; “complete the contracts folder” is not. Avoid implying that data-room availability necessarily satisfies contractual disclosure requirements.
Record: document references, receipt date, review status and focused follow-up. Link substantive findings to a separate issues tracker using the request ID.
Distinguish a verified response, an accepted explanation of inapplicability and an authorized decision to proceed despite missing evidence. A request may be administratively closed while its associated risk remains open.
Escalate material gaps to the deal lead or specialist, identifying the affected decision. “Seller cannot locate” must not become “no issue.” Reopen requests when reorganizations, new sellers or revised transaction terms change their scope.
Record: closure basis, approving reviewer, evidence and any linked open issue. Keep unanswered requests assigned with follow-up dates; preserve earlier responses rather than overwriting them.
Fictional scenario: Northbridge Acquisition LLC proposes to purchase all shares of Cedar Vale Analytics, Inc., a Delaware corporation, for $48 million. Cedar Vale has one subsidiary. Its subscription platform depends on a significant customer and hosting supplied by an excluded seller affiliate. All parties, documents, amounts and provisions below are fictional.
The capitalization table attributes 10,000 common shares to two founders. The ledger attributes 9,500 to those founders and 500 to a former employee. A customer agreement references an unproduced amendment. Management describes affiliate hosting as informal. The team sets internal response dates before its October 22, 2026 signing assessment.
| ID / priority | Entity / scope | Request / purpose | Evidence / citation | Seller responder | Buyer reviewer | Response / follow-up dates | Status / next action |
|---|---|---|---|---|---|---|---|
| OWN-01 / signing | Target shares | Reconcile holders; produce 500-share transfer evidence | CAP-001 p. 1 conflicts with LED-002 p. 3 | Seller counsel | M&A counsel | Due Oct. 16; follow up Oct. 19, 2026 | Partial; matching totals do not establish sellers’ holdings |
| COM-03 / signing | Target customer | Produce Amendment 2; establish operative ownership-change terms | COM-014 § 12 references missing amendment | Commercial lead | Commercial counsel | Due Oct. 19; follow up Oct. 20, 2026 | Partial; consent analysis remains unverified |
| OPS-02 / continuity | Excluded hosting affiliate | Provide arrangements, charges and continuity proposal | MGMT-003 answer 6; no agreement supplied | Finance lead | Technology counsel | Due Oct. 19; follow up Oct. 21, 2026 | Open; assess dependency before accepting transition assumptions |
OWN-01 changes a numerical check into a holder-and-transfer inquiry. The team cannot assume the former employee transferred shares; it must determine whether the intended selling holders can deliver the proposed ownership.
COM-03 prevents premature closure: the missing amendment’s contents cannot be inferred. OPS-02 adds focused requests about an excluded entity without expanding diligence indiscriminately. The evidence changes request priority and scope, but does not yet justify a legal conclusion about ownership, consent or service continuity.
DecoverAI is the Legal Intelligence Platform for litigation and transactions. Its due diligence capabilities include bulk document classification to organize production and prioritize human review. Tabular review supports work across multiple documents, while contract review supports examination of responsive agreements. The request list remains the team’s work product; lawyers determine sufficiency and closure. Book a demo to discuss this buyer-side workflow.
No. Stage requests around immediate decisions and specialist needs, but maintain one controlled list. Explain priorities so routine production does not displace ownership or transaction-critical responses.
Name them and specify whether separate answers are required. Parent-level production may leave gaps in subsidiary ownership, debt, contracts, employees or regulatory records.
It may explain inapplicability or a missing record. The reviewer must decide whether it answers the underlying question and record what remains unverified, rather than treating every explanation as equivalent evidence.
Only administratively, if authorized and recorded that way. Preserve the gap, approval and linked issue. Do not relabel risk acceptance as verification or imply that missing ownership evidence has been cured.
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.