Sequence of questions we asked our advisors, who have gone through acquisitions before.
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* What kind of due diligence did you guys do when you were acquiring companies?
* As in, things that didn't involve asking them questions, but rather doing background research and stuff
* Workday student. Should we do market research? Reach out to old employees? Possibly look for acquisition interest?
* Could we do a thing where we sell our data for a discount for the first year to Cengage to get them hooked? We could use the money potentially.
* What should we do now that we know about this skipping the waitlist feature?
* Give rundown of conversation with Bryan. What do we do on the NDA front?
* Thoughts on Tobi being an advisor? He really cares about our success.
Update on what Tobi said:
* Board members and lawyer at the stage we're at.
* So, tell shareholders after we get something verbally but before we get a written offer.
* Sometimes they have in their shareholder agreement veto rights, typically every VC has that in, but he's not sure about an incubator. I can veto a CEO, I can veto a financing round, and I can veto an exit.
* Should we reach out to the founders of other companies they've acquired?
* Yes, during due diligence, and only after you ask them.
Corporate records (organizational documents of the company)
Stockholder information.
Financing documents.
Customer/Vendor.
Management and employees
- This is something we might want to get Kevin and Li to sign something for, so there's no worry that we don't own whatever they contributed.
Financials
Trademarks/domain names
Ligitgation
- Did we ever get sued, did we ever get a letter that said we're violating a trademark, etc. Patent troll, etc.
- At some point we'll have to sign something saying "Joe guarantees there is no outstanding litigation". And what our lawyer will put behind this is "except as listed in schedule 1" and that's where we list things like "we got a letter from this patent troll so we don't know what's going on there"
Insurance
Tax