Bring-Down Management Due Diligence Questions

Summary

This “bring-down” due diligence questions template may be used by counsel to update the due diligence review process for a registered or unregistered securities offering. This template includes practical guidance and drafting notes. It is typical for the underwriters (or the equivalent managers for an unregistered offering) and their counsel to conduct a bring-down interview (usually through a conference call) immediately before pricing the securities in order to confirm the results of the original due diligence investigation and to ensure that no adverse material events or changes have affected the issuer’s business and financial position. Similarly, on the closing date, a bring-down call is conducted with issuer’s management before the actual settlement of the offering of the securities is initiated and legal opinions are released. This template contains generic bring-down questions, and counsel should amend the questions to fit the specifics of the issuer and the transaction. Although the list of questions for a bring-down diligence session is usually much shorter than the initial due diligence call, it is important to raise any issues that counsel and the working group have specifically identified. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For a template of initial management due diligence questions, see Management Due Diligence Questions. For more information generally on due diligence interviews, see Due Diligence Interviews.