LEGAL INFORMATION NOTICE: This checklist provides general educational information only. It is not legal advice, does not create an attorney-client relationship, and does not constitute legal advice concerning your company, transaction, governance structure, contracts, securities, employees, taxes, or regulatory obligations. Corporate law varies by jurisdiction and entity type. Consult qualified corporate counsel regarding your specific circumstances.

“A corporate lawyer isn’t just someone you call when the company gets sued.”

A strong corporate legal system operates before problems arise:

FORMATION → GOVERNANCE → CONTRACTS → EMPLOYEES → IP → FINANCING → COMPLIANCE → TRANSACTIONS → DISPUTES

1. Corporate legal needs extend far beyond litigation.
2. Entity structure matters.
3. Ownership records matter.
4. Corporate governance documents matter.
5. Board and shareholder actions may require formal documentation.
6. Contracts should reflect actual business arrangements.
7. Signing authority should be clear.
8. Intellectual-property ownership should be documented.
9. Employee and contractor relationships can create legal issues.
10. Confidentiality agreements should be appropriate to the situation.
11. Financing transactions can create significant obligations.
12. Securities laws can become relevant when raising capital.
13. M&A transactions require extensive diligence.
14. Regulatory requirements vary by industry.
15. Privacy and data obligations can affect businesses.
16. Employment law can create substantial exposure.
17. Insurance should be coordinated with legal risk.
18. Corporate records should be maintained.
19. Informal agreements can create disputes.
20. Related-party transactions deserve careful documentation.
21. Conflicts of interest can create governance problems.
22. A corporate lawyer’s scope of work should be clearly defined.
23. Legal fees can grow when projects are poorly scoped.
24. Preventive legal work can be less expensive than crisis response, but the value depends on the actual risk being addressed.
25. The key question is: “What legal risks could materially damage this business if we fail to address them now?”

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C. PREMIUM BUYER CHECKLIST

1. ENTITY

☐ Entity type
☐ Jurisdiction
☐ Formation documents
☐ Ownership records
☐ Share/member records
☐ Good-standing status
☐ Registered-agent information

2. GOVERNANCE

☐ Bylaws/operating agreement
☐ Board records
☐ Shareholder/member resolutions
☐ Meeting records
☐ Signing authority
☐ Conflict procedures

3. CONTRACTS

☐ Customer contracts
☐ Supplier contracts
☐ Employment agreements
☐ Contractor agreements
☐ Leases
☐ Licensing agreements
☐ Financing agreements
☐ Guarantees

4. INTELLECTUAL PROPERTY

☐ Trademarks
☐ Copyrights
☐ Patents
☐ Trade secrets
☐ Software
☐ Employee assignments
☐ Contractor assignments
☐ Licenses

5. PEOPLE

☐ Employees
☐ Contractors
☐ Compensation
☐ Benefits
☐ Classification
☐ Confidentiality
☐ Restrictive covenants where lawful/applicable

6. FINANCING

☐ Existing debt
☐ Guarantees
☐ Security interests
☐ Equity issuances
☐ Convertible instruments
☐ Investor rights

7. COMPLIANCE

☐ Industry regulations
☐ Licensing
☐ Privacy
☐ Data security
☐ Employment compliance
☐ Environmental requirements where applicable
☐ Tax compliance

8. LAWYER

☐ Corporate experience
☐ Industry experience
☐ Transaction experience
☐ Governance experience
☐ Regulatory experience where relevant
☐ Fee structure
☐ Scope of engagement
☐ Response expectations

9. RED FLAGS

☐ Lawyer cannot clearly define scope
☐ Corporate records incomplete
☐ Ownership unclear
☐ Contracts undocumented
☐ IP ownership unclear
☐ Related-party arrangements undocumented
☐ Major compliance obligations unknown
☐ Critical agreements exist only verbally

FINAL QUESTION

If this company were audited, sued, financed, sold, or acquired tomorrow, which legal documents or protections would be missing?