Diligence of organizational documents. What do you look for?

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If deal docs violate the charters or bylaws, if Board approval is sufficient for entering into deal docs and no third party consent is required, whether the board can act by consent rather than meeting, who the officers/directors are, which executive officer(s) is authorized to sign the deal docs, whatever else the deal may require…?

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Lev fin: Not sure if helpful but I, among other things, (a) cross check the governing docs, appointing resos, and charters to make sure there’s no conflicts (e.g., both say it’s managed by the member or manager, the max number of directors isn’t exceeded); (b) the company can take on debt and the officers are authorized to sign loan docs; (c) whether written consent is permitted; and (d) no other weird conflicts or provisions or any special execution requirements.

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Also for lev fin (assumed secured deal): make sure company is permitted to pledge its assets, or have it equity interests pledged (if applicable)

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If you’re a first year you may need more deal info before you can identify any red flags in org docs.

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Agree with the above from an m&a context and will add on an even more basic/obvious level to just confirm every entity that is being acquired is wholly owned by the seller(s) and to check bylaws to see if shares are certificated and if so then confirm you’ve seen copies or have lost share affidavits/indemnities

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Mainly how corporate/company actions are approved and anything else germane to your deal. For example if your diligencing for a M&A deal and there are certain out of the ordinary provisions in the target’s org docs you may want to flag so items needing lead time are addressed.

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Organization

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Depends on what the deal involves….

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