The following diligence checklist is tailored to address concerns related to the SaaS carve-out from a strategic parent, focusing on shared services entanglement, customer contracts assignability, revenue recognition, and key engineer retention. The list prioritizes items based on the current LOI/exclusivity stage.
| # | Workstream | Request Item | Why it Matters | Priority |
|---|---|---|---|---|
| 1 | Financial | Detailed accounting policies and procedures | Understand revenue recognition under parent accounting | P1 |
| 2 | Commercial | Customer contract review for assignability and change of control provisions | Ensure seamless transition of customer relationships | P1 |
| 3 | Legal | Coordinate with attorney to review shared services agreements | Identify potential entanglements and separation requirements | P1 |
| 4 | HR | Organizational chart and key employee retention plans | Assess key engineer retention and potential talent risks | P1 |
| 5 | Ops | Infrastructure and IT systems documentation | Understand potential dependencies on parent company infrastructure | P2 |
| 6 | Tax | Coordinate with CPA to review tax implications of carve-out | Ensure understanding of tax obligations and potential liabilities | P2 |
| 7 | Tech | Review of intellectual property ownership and licensing agreements | Verify ownership and potential risks related to IP | P2 |
| 8 | Financial | Historical financial statements and budgeting processes | Understand financial performance and planning under parent company | P2 |