Memo
Project Atlas - Generated 2024-11-20
Contents
Key Findings
High Priority2
Medium Priority1
Low Priority0
Due Diligence Memorandum
Project Atlas
Date
2024-11-20
Prepared By
Mage AI
Classification
Confidential - Attorney Work Product
Key Findings
Unlimited Indemnification Exposure
High PriorityMaster Services Agreement with Acme Corp contains unlimited indemnification clause that could expose acquirer to significant liability.
Master Services Agreement - Acme Corp.pdf
Change of Control Provisions
High PriorityMultiple contracts contain change of control provisions that may require counterparty consent or trigger termination rights.
Customer Agreement - Enterprise Client.pdf, Office Lease Agreement - HQ.pdf
Executive Retention Risk
Medium PriorityCEO employment agreement includes golden parachute and extended non-compete. Consider retention strategy.
Employment Agreement - CEO.pdf
Executive Summary
This memorandum summarizes the key findings from our legal due diligence review of Target Co. ("Target" or the "Company") in connection with the proposed acquisition by Acquirer Inc.
We reviewed approximately 247 documents across corporate, contracts, employment, intellectual property, real estate, and litigation categories. Our review identified several issues requiring attention, including unlimited indemnification exposure in material contracts and change of control provisions that may require counterparty consent.
Overall, the identified issues are manageable with appropriate deal structuring and post-closing integration planning.