As a company (the “Acquirer“) intending to purchase another, there are several useful steps that you can take (or should have someone take for you) to elaborate on the company or its assets (each, the “Target“) which you are acquiring.

If the Target is a public corporation or a division of a public corporation, you have probably already reviewed its most recent securities filings on EDGAR ( Not only will these filings discuss in some depth the business or corporation that you are acquiring (in the “Management’s Discussion & Analysis” portion of the Form 10-K, for example), they will also highlight certain recent material events (in Forms 8-K) of the Target and the Target’s identified commercial and financial risk factors (in the “Risk Factors” portion of the Form 10-K).

The most recent published financials are typically in a recent Form 8-K (including the Press Release of the most recent fiscal quarter’s results) or Form 10-Q (including complete quarterly financials).

Then comes the Target’s website, in particular any press releases or other bulletins to be found there. Websites are a surprisingly fruitful medium of communication.

You should perform Google searches on the Target, its products that you know about, its people identified on its web site, and on any other key word that you associate with the Target or that a Google search associates with the Target. This can be a very fruitful path, because normally only your CEO or head of Bus Dev has the time to master this kind of background as a part of the job. Most of the rest of you have full-time roles executing the Acquirer’s current business.

After this research, you are ready to orient the legal due diligence to be conducted by the Acquirer’s lawyers, who will with your guidance review from a legal perspective the various documents and contracts of the Target’s business to be acquired.

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