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Due Diligence Report
I need a due diligence report for a potential acquisition of a mid-sized technology company, focusing on financial performance, legal compliance, and intellectual property assets. The report should include risk assessments, valuation analysis, and recommendations for negotiation strategies.
What is a Due Diligence Report?
A Due Diligence Report documents a thorough investigation of a business before major transactions like mergers or acquisitions in Austria. It helps buyers and investors understand exactly what they're getting into by examining company finances, contracts, legal compliance, and potential risks.
Under Austrian corporate law, these reports play a crucial role in meeting statutory obligations for business transactions. They typically cover areas like employment contracts, intellectual property rights, environmental compliance, and outstanding litigation. A well-prepared report protects investors by revealing hidden liabilities and helps ensure compliance with Austrian merger control regulations and EU competition laws.
When should you use a Due Diligence Report?
Consider preparing a Due Diligence Report when planning any significant business transaction in Austria - especially before mergers, acquisitions, or major investments. It's particularly crucial when acquiring companies with complex regulatory obligations, like those in financial services, healthcare, or manufacturing sectors.
Austrian law requires thorough documentation of pre-transaction investigations, making these reports essential for risk management. They're vital before signing binding agreements, during negotiations with potential investors, or when expanding into regulated markets. The report becomes your safety net by uncovering potential compliance issues, hidden liabilities, or structural problems that could impact the deal's value.
What are the different types of Due Diligence Report?
- Financial Due Diligence: Examines company accounts, financial statements, and market position - typically used in Austrian M&A transactions
- Legal Due Diligence: Reviews contracts, compliance, and pending litigation under Austrian corporate law
- Technical Due Diligence: Assesses IT systems, infrastructure, and intellectual property rights
- Environmental Due Diligence: Focuses on environmental compliance and risks, crucial for manufacturing and industrial sectors
- HR Due Diligence: Evaluates employment contracts, work council agreements, and pension obligations under Austrian labor law
Who should typically use a Due Diligence Report?
- Potential Buyers/Investors: Commission Due Diligence Reports to evaluate target companies and make informed investment decisions
- Corporate Law Firms: Lead the due diligence process, coordinate specialists, and draft comprehensive reports
- Financial Advisors: Analyze financial statements, market position, and growth projections
- Target Companies: Provide necessary documentation and access to information rooms
- Technical Experts: Assess specific areas like IT infrastructure, environmental compliance, or intellectual property
- Management Board: Reviews findings and uses reports to support strategic decisions under Austrian corporate governance rules
How do you write a Due Diligence Report?
- Define Scope: Outline specific areas for investigation based on transaction type and industry requirements under Austrian law
- Create Checklists: Develop comprehensive lists covering corporate, financial, legal, and operational aspects
- Gather Documents: Request key materials including financial statements, contracts, licenses, and compliance certificates
- Set Up Data Room: Organize materials systematically for efficient review and documentation
- Assemble Expert Team: Identify specialists needed for specific areas like tax, environmental, or employment law
- Draft Timeline: Create realistic schedules for document review, expert analysis, and report completion
- Review Structure: Use our platform's templates to ensure all critical elements are properly addressed
What should be included in a Due Diligence Report?
- Executive Summary: Clear overview of findings, methodology, and key risk areas identified
- Corporate Structure: Detailed analysis of ownership, subsidiaries, and governance under Austrian company law
- Financial Overview: Assessment of financial statements, tax compliance, and material contracts
- Legal Compliance: Review of licenses, permits, and regulatory obligations
- Risk Assessment: Evaluation of potential liabilities and compliance gaps
- Data Protection: GDPR compliance status and data handling practices
- Recommendations: Practical steps to address identified issues
- Documentation Index: Comprehensive list of reviewed materials and sources
What's the difference between a Due Diligence Report and a Due Diligence Checklist?
A Due Diligence Report differs significantly from a Due Diligence Checklist in both scope and function within Austrian business practice. While they work together, they serve distinct purposes in the transaction process.
- Depth of Analysis: The report provides detailed findings, interpretations, and risk assessments, while the checklist simply outlines items to investigate
- Legal Standing: Reports serve as formal documentation of findings and can be referenced in transaction agreements; checklists are primarily internal working tools
- Timing and Use: Checklists guide the investigation process from the start, while reports present final conclusions and recommendations
- Professional Input: Reports require expert analysis and interpretation of findings, whereas checklists can be managed by internal teams following standardized protocols
- Liability Implications: Reports can create professional liability for their authors, while checklists mainly serve as procedural guides
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