It is important for any prospective business purchaser to perform due diligence in researching a potential target business. Some of documents you will need to collect and review in your analysis of whether a particular business would be a good acquisition include following types of documents.

1. Corporate and Organizational

o Certified copy of articles of incorporation and bylaws of company and subsidiaries as currently in effect;

o Partnership agreement and any amendments thereto;

o A copy of most current organization chart available of company;

o A list of states and foreign countries (if any) in which Company is qualified to do business; and

o All names under which company has done business in past five years; this includes registered and unregistered trademarks, fictitious name statements (commonly referred to as “d/b/a filings”).

2. Financing Documents

o All loan agreements, debt instruments, and other financing instruments, and all related material documentation, to which company is a party.

o A list of all mortgages, liens, pledges, security interests, charges, or other encumbrances to which any property (real or personal) of company is subject and all related material documentation;

o Schedule of all short-term and long-term debt (including capitalized leases, guarantees, and other contingent obligations).

3. Financial Statements

o All audited and un-audited financial statements;

o Brief description of contingent liabilities involving Company, such as pending lawsuits and threatened litigation;

Electronic communications--particularly email--may contain a treasure trove of evidence in commercial litigation matters. There are three key reasons for this fact. First, email is a very informal means of communication. Why? I don't know, it just is. Though I personally insist on specific grammer and sentence structure in my "hardcopy" written correspondence, court pleadings, etc., in emails I sometimes choose not to follow rules of written English.

Second, though intellectually many of us know it is not, email "feels" anonymous. I'm sure there have been studies conducted in effort to understand why email feels anonymous. Maybe it's because of instantaneous nature of email--you can simply vent your emotions and knee-jerk reactions immediately and press send button, rather than having time to reflect on your written thoughts as you otherwise would if you were forced to sit down and write a letter; sign it with your own hand; put it in an envelope; put a stamp on in it; and take it to mailbox and mail it. Whatever reason(s), fact of matter is that email does feel anonymous.

The third reason email evidence can contain critical evidence in a commercial litigation case: permanence and retrievability. Most people don't realize that when they "delete" an email from their email program it actually remains on computer or network unless and until portions of computer's memory containing email are overwritten by other information. You can be certain, however, that every single electronic commuincation you make--email or otherwise--is being recorded somewhere. Perhaps on your company's network server, perhaps at your Internet service provider, or perhaps on your own computer's hard drive. Savvy litigators know this fact and, depending stakes of case, you could end up receiving a letter such as this should your business find itself in a business dispute:

Dear Mr. John Doe:

This is a notice and demand that evidence identified below in paragraphs 2 through 5 must be immediately preserved and retained by you until further written notice from undersigned. This request is essential, as a paper printout of text contained in a computer file does not completely reflect all information contained within electronic file.