A buyer-oriented legal due diligence framework for an acquisition in Egypt, covering corporate authority, contracts, people, assets and deal protections.
Define the deal before the checklist
A share purchase, asset purchase and joint venture expose a buyer to different risks. Agree which entities and operations are in scope, the valuation assumptions and the proposed signing and completion dates. A focused request list should ask for evidence that can change a deal decision, not every document the target has ever created.
Verify ownership and authority
Trace the current ownership, constitutional documents, recent resolutions, management powers and material changes. Check whether the seller can transfer the intended interest and whether approvals, pre-emption rights or third-party consents are relevant. The report should distinguish a missing document from a fact that the document would have proved.
Test revenue, obligations and continuity
Review the contracts that generate revenue or impose long-term commitments, key permits, property rights, intellectual property, financing, employment, tax interfaces and live disputes. Prioritize change-of-control restrictions, renewal dates, unrecorded obligations and dependencies on a founder or major customer.
Convert findings into deal terms
Classify each issue by likelihood, impact and remedy. Some matters can be resolved before completion; others call for a condition, price adjustment, specific indemnity, warranty or post-completion action. Present management with an executive issues list and a separate evidence trail rather than a document inventory alone.
Before you act
- Agree the deal structure and materiality threshold before requesting files.
- Prioritize title, authority, key revenue contracts, people and licenses.
- For each red flag, specify whether it changes price, a condition, a warranty or integration.
Questions we often hear
Can a buyer rely on a seller's summary?
A summary can guide the review, but material statements should be tested against documents and, where appropriate, official records.
Does due diligence always require the same scope?
No. The target, industry, transaction structure, access to documents and buyer's risk tolerance determine the scope.
Official references
This article is general information. The route for a particular matter depends on its facts, documents and applicable requirements.
