Get Deal-Ready Before You Need To Be: The Diligence Checklist Every Founder Should Run Annually

Every founder eventually faces diligence, whether for a capital raise, a sale or a strategic partnership. The ones who come through it with minimal disruption and no valuation surprises almost always ran an internal review before the process started. A problem caught internally is a line item. The same problem caught by outside counsel during an active deal is a negotiating point.

Cap table accuracy cannot be assumed

Stock ledgers, option grants, board consents and amendment histories need to match reality exactly. Discrepancies that have existed, unnoticed, for years become material issues the moment a buyer's counsel starts tracing the ownership history.

Change-of-control provisions exist in more contracts than most founders realize

Many commercial contracts include provisions that trigger termination rights or require counterparty consent when business ownership changes. These provisions are easy to overlook in a contract portfolio that has never been inventoried with a transaction in mind, and they can create significant complications in an active deal process.

IP assignment gaps surface at the worst possible time

Every employee and contractor who touched a core product or process needs a signed IP assignment agreement on file. Missing agreements are among the most common and most damaging discoveries in late-stage diligence, and they are entirely preventable with an annual review.

About The Bain Firm, PLLC 

At The Bain Firm, PLLC, we are committed to safeguarding the interests of entrepreneurs, executives, and business owners, while driving their success in every aspect of their ventures. If it has been more than a year since your company ran an internal diligence review, contact us today for a consultation: thebainfirm.com/become-a-client