Legal contract review checklist

Using a checklist helps to ensure that contract reviews, conclusions and recommendations are reported in a consistent manner. This contract review checklist for use during legal due diligence records the review of contracts provided during the due diligence process.

as a template for the review of different types of contract provided during due diligence
to help achieve a consistent approach to the contract review and reporting process
to enable conclusions and recommendations from contract reviews to be presented in a common format

What are the key features?

checklist to be completed by the reviewer of a legal contract
introductory section, requiring completion of forms including:
- name of reviewer
- purpose of review
- document name
- key issues arising
- recommended action(s)
tabular checklist of contract terms to be reviewed and completed by the reviewer, including comments arising

What else do I need to know?

A legal contract review checklist will help achieve a consistent approach to the due diligence review and reporting process. The investor and its advisers may adapt a common document review checklist for use by the reviewers of documents. The review results and any recommended actions can then be presented in a consistent manner.

Legal due diligence is likely to involve the review of a number of legal agreements or other legal documents relevant to the subject of the transaction.

For an investment transaction, the subject company will have entered into numerous contracts dealing with different topics and activities, including:

purchase and sale of goods
acquisition of assets
provision of services
leasing of property and equipment
development/licensing of intellectual property
loans and other finance
employment contracts
agreement with the company’s founders and shareholders

Description

When do I use this document?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£25.00 exc VAT

Updated by a lawyer on 02/07/2025

Updated By a lawyer on 04/27/2023

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Legal contract review checklist