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The SaaS Due Diligence Checklist to Close a Successful Deal
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Corporate Documents
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Articles of Incorporation
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Bylaws and Operating Agreement
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Shareholder Agreements (if applicable)
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List of all equity owners
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Cap Table
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Minutes of Board Meetings, Review of key decisions, strategic directions, and discussions from board meetings over the last few years.
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Operational Documents
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List of all employees, including roles, salaries, and contracts (if applicable)
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Employee Turnover Rates, Insights into the company's culture and stability.
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Details of Outsourced Functions, Information on what functions are outsourced, to whom, and under what terms.
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Company Organizational Chart
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Details of any employee benefits or incentive programs
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Compliance with Employment Laws, Verification that the company is in compliance with labor laws, including worker classification, wages, and benefits.
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Product development roadmap
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Customer and Revenue Data
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Customer Satisfaction Scores, Surveys, Net Promoter Scores (NPS), or other customer feedback metrics.
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List of Customers and Contracts
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Customer Acquisition Strategies, Deep dive into customer acquisition strategies and their effectiveness, including channel analysis and ROI.
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Retention Costs, The cost associated with keeping customers, including service and support.
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Customer acquision cost and lifeime value
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Revenue breakdown by customer and product/service
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Churn rate and other key performance indicators (KPIs)
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Segmentation of Revenue, Breakdown of revenue by market segment, geography, or product line to understand diversification and market risk.
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Risk Management
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Risk Management Policies, Review of the company's risk management policies and procedures, including insurance coverage and crisis management plans.
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Cybersecurity Risk Assessment, Comprehensive assessment of cybersecurity risks, including penetration testing results and incident response plans.
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Technology and Infrastructure
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Details of hosting and infrastructure providers
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Technology stack details and any associated licenses
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Backup Disaster recovery plans
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Third-party Dependencies, Details on third-party services or libraries the product depends on, including risks associated with these dependencies.
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Technology Scalability Assessment, Evaluation of the technology's ability to scale with growth projections.
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Compliance Certifications, Information on industry-specific compliance certifications (e.g., ISO, SOC 2).
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Security protocols and any past security breaches
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Financial Documents
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EBITDA Adjustments, Detailed analysis of EBITDA adjustments to understand the underlying profitability and cash flow.
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Revenue Recognition Practices, Examination of revenue recognition practices to ensure they are in line with industry standards and accounting principles.
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Contingent Liabilities, Detailed review of any contingent liabilities, such as warranties, guarantees, or litigation reserves.
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Audit Reports, Review of any audit reports for financial accuracy and integrity.
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Financial Projections, Future financial projections and the assumptions behind them.
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Profit and Loss statements (typically for the last 2-3 years)
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Balance Sheets
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Goodwill and Intangible Assets: Detailed analysis of goodwill and intangible assets on the balance sheet to assess potential impairment risks or overvaluations.
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Inventory Valuation: For companies with physical products, an evaluation of inventory valuation methods (e.g., FIFO, LIFO) and potential obsolescence.
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Lease Obligations: Examination of lease obligations under ASC 842 or IFRS 16, including the impact on financial ratios and debt covenants
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Cash Flow Statements
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Operating Cash Flow Analysis, Deep dive into operating cash flows to understand the core business's cash-generating ability.
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Free Cash Flow, Calculation of free cash flow (FCF) to assess the company's financial flexibility and ability to fund growth, pay dividends, or reduce debt.
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Non-Recurring Items, Identification and analysis of non-recurring items that have impacted cash flows, to normalize for sustainable cash flow generation.
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Tax Returns and related documents
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List of all assets and liabilities
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Capital Expenditure Plans, Details on planned investments in technology, facilities, or equipment.
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Details of any outstanding debt
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Intellectual Property
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List of all patents, trademarks, copyrights, and other intellectual property
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Third-party Code Audit, Analysis to ensure that third-party code is properly licensed and doesn't infringe on IP rights.
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IP Strategy, Understanding of how intellectual property contributes to the company's competitive advantage.
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Licensing agreements
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Source code and documentation of software
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Details of any open-sourced software used
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Legal and Compliance Documents
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List of all pending or potential legal claims or litigations
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Data Privacy and Security Compliance, Details of GDPR, CCPA compliance, or other relevant data protection regulations
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Details of any regulatory or compliance issues
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Copies of all contracts, including vendor and partnership agreements
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Environmental, Social, and Governance (ESG) Compliance: Information on the company's adherence to ESG standards and practices.
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Details of any past legal disputes and their outcomes
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Human Resources
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Talent Assessment, Evaluation of key talent and management team, including succession planning and key person dependencies.
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Cultural Assessment, Deep dive into the company culture, including employee engagement, diversity and inclusion initiatives, and workplace environment.
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Marketing and Sales
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Marketing strategy and plans
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List of all marketing assests including websites, blogs, and social media accounts
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Sales pipeline and forecasts
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Customer testimonials and case studies
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Brand Value Assessment, Evaluation of the brand's strength, reputation, and market position.
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Competitive Analysis, Detailed analysis of the competitive landscape, including strengths, weaknesses, opportunities, and threats (SWOT).
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Additional Sections to Consider
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Cultural Fit, Evaluation of how well the company's culture aligns with your own, crucial for post-acquisition integration
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Strategic Fit, Analysis of how the acquisition complements or enhances your current business strategy and offerings.
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Post-Acquisition Integration Plan, Outline of the plan for integrating the company, including systems, processes, and culture
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Integration Planning
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Technology Integration Plan, Detailed plan for integrating technology platforms, systems, and data to ensure seamless operations post-acquisition.
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Cultural Integration Strategies, Strategies for integrating cultures to minimize disruption and maximize employee retention and engagement.
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