I. Executive Summary
This memorandum summarizes the legal due diligence conducted in connection with the proposed acquisition of Target LLC ("Target" or the "Company"). Our review encompassed 247 documents across corporate, employment, intellectual property, real estate, and commercial categories.
Overall Assessment: The transaction presents moderate risk with several items requiring attention prior to closing.
3
High Priority Issues
8
Medium Priority Issues
14
Low Priority Issues
II. Key Findings
HIGH PRIORITY
Incomplete IP Assignment Chain
Patent #7 (US 10,XXX,XXX) relating to core product technology lacks a clear assignment from the original inventor to the Company. Recommend obtaining confirmatory assignment prior to closing.
HIGH PRIORITY
Change of Control Provisions
Three material customer contracts (representing 34% of ARR) contain change of control provisions requiring consent. Early outreach recommended.