Due Diligence

Workstream-based due diligence for Acquisition of Oakbridge Software Ltd.

Diligence categories

Each category maps to a data room section, request list, and issue log.

Corporate structureShare capitalConstitutional documentsStatutory booksBoard minutesShareholder resolutionsMaterial contractsFinance documentsSecurity documentsEmploymentPensionsTaxPropertyIntellectual propertyInformation technologyData protectionLitigationRegulatoryInsuranceEnvironmentalRelated party transactions

Identified risks

AI-flagged issues from data room review — each requires lawyer assessment.

Change of control consent required under key customer contract

High

Top-three customer agreement requires written consent on a change of control; termination right if not obtained.

Owner: Daniel Price

Missing board approval for previous share issue

High

2023 allotment lacks supporting board minutes; validity and cap table accuracy in question.

Owner: Daniel Price

Unclear ownership of software IP developed by contractor

Critical

No IP assignment located for core module developed by an external contractor in 2022.

Owner: Daniel Price

Data processing agreement missing for major SaaS customer

Medium

Processing of customer personal data without a signed DPA.

Owner: Daniel Price

Employment consultant may be misclassified

Medium

Long-term consultant works exclusively for target with employee-like conditions.

Owner: Daniel Price

Litigation threat disclosed in email but not in disclosure bundle

High

Correspondence references a threatened supplier claim absent from formal disclosures.

Owner: Daniel Price

Property lease contains assignment restriction

Medium

Office lease requires landlord consent and an AGA on assignment.

Owner: Daniel Price

Warranty requires specific disclosure

Medium

Compliance-with-laws warranty too broad given identified data protection gaps.

Owner: Daniel Price

Draft only — lawyer review required.