FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
1025-00001 · 8 clauses
High · 1 Medium · 6 Standard · 0
I. CORPORATE AND ORGANIZATIONAL Medium
⚑ Liability cap to check against exposure
I. CORPORATE AND ORGANIZATIONAL 1.1 Certificate of Incorporation of Quorum Insurance Holdings Corp., as amended and/or restated through the date hereof, including all certificates of amendment, certificates of designation (if any), and certificates of merger (if any), together with the current Amended and Restated Bylaws of the Company, each as currently in effect. Please confirm that the copies provided reflect all
II. SECURITIES AND CAPITAL MARKETS
II. SECURITIES AND CAPITAL MARKETS 2.1 Copies of all prior registration statements and prospectuses (including any prospectus supplements) filed by the Company with the SEC, whether pursuant to the Securities Act or otherwise, including the shelf registration statement on Form S-3 (File No. 333-248710), which was declared effective by the SEC on September 18, 2020 (the "Shelf Registration Statement"). Please also pro
III. FINANCIAL Medium
⚑ Liability cap to check against exposure
III. FINANCIAL 3.1 Audited consolidated financial statements of the Company and its subsidiaries for the fiscal years ended December 31, 2020 and December 31, 2019, in each case including the consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income (loss), consolidated statement of changes in stockholders' equity, and consolidated statement of cash flows, togeth
IV. INSURANCE REGULATORY Medium
⚑ Notice / time limit to track
IV. INSURANCE REGULATORY 4.1 A comprehensive list of all insurance licenses, permits, certificates of authority, surplus lines licenses, reinsurer accreditations, and other regulatory authorizations held by Quorum Specialty Insurance Company and Quorum National Casualty Co., organized by state and by line of business (e.g., commercial property, commercial casualty, workers' compensation, professional liability, surpl
V. LITIGATION AND CONTINGENCIES Medium
⚑ Liability cap to check against exposure
V. LITIGATION AND CONTINGENCIES 5.1 A comprehensive schedule of all pending or threatened material litigation, arbitration, mediation, administrative proceedings, or governmental investigations involving the Company or any of its subsidiaries, whether as plaintiff, defendant, claimant, respondent, or otherwise. For each such matter, please provide: (a) the caption, court or tribunal, docket or case number, and date o
VI. MATERIAL AGREEMENTS High
⚑ Non-compete / exclusivity restraint
VI. MATERIAL AGREEMENTS 6.1 A schedule of all material contracts (as defined in Item 601(b)(10) of Regulation S-K) of the Company and its subsidiaries, together with complete copies of each such agreement (including all amendments, supplements, side letters, and exhibits thereto). This schedule should identify any contracts that have been filed as exhibits to the Company's periodic reports or registration statements,
VII. INTELLECTUAL PROPERTY Medium
⚑ Confidentiality undertaking
VII. INTELLECTUAL PROPERTY 7.1 A comprehensive schedule of all intellectual property owned by the Company or any of its subsidiaries, including: (a) all trademarks, service marks, and trade names (registered and unregistered), together with registration numbers, registration dates, jurisdictions, and current status; (b) all patents and patent applications (domestic and foreign), including issued U.S. patents, pending
VIII. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) Medium
⚑ Confidentiality undertaking
VIII. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) 8.1 A summary of the Company's environmental, social, and governance ("ESG") policies, programs, reports, and commitments, including any sustainability reports, ESG frameworks or standards adopted or followed by the Company (e.g., SASB, TCFD, GRI), and any public disclosures or statements relating to the Company's ESG practices, climate risk exposure, diversity and in