The Due Diligence Data Room
Share purchase
The deal
Share purchase: Buying all the shares of Hollin Packaging Ltd
Marrow & Finch buys every share of Hollin. Hollin stays the contracting party, so nothing is transferred: assignment clauses do not bite. What bites is any clause that reacts to Hollin changing owner. Signing is today; completion is on 15 December 2026.
Buyer: Marrow & Finch Holdings plc. Signing: 18 October 2026. Completion: 15 December 2026. Twenty contracts in the room.
- 1. Change of control. Buying the shares is a change of control. Every contract with a change-of-control right is a contract the other side may end the moment you complete.
- 2. Renewal notice deadline. A renewal deadline that falls before completion must be handled by the seller; one just after is the buyer's first diary entry.
- 3. Uncapped liability. Unlimited liability stays with the company you are buying.
1. Run the pipeline over the room
The pipeline reads each contract with plain pattern matching and judges ten things against this buyer’s rules. Click any square for the reason and the clause it rests on. Tick the squares you would escalate to the buyer. A pale-green square only means the pipeline found nothing. It does not mean nothing is there.
| Contract | A year | Control | Assign | Exclusive | MFN | Cap | Expiry | Notice | Walk | Draft | Law | Unread |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $420,000 | ? | |||||||||||
| $310,000 | ? | |||||||||||
| $85,000 | ? | |||||||||||
| $180,000 | ? | |||||||||||
| $60,000 | ? | |||||||||||
| $260,000 | ? | |||||||||||
| $140,000 | ? | |||||||||||
| $210,000 | ? | |||||||||||
| $55,000 | ? | |||||||||||
| $120,000 | ? | |||||||||||
| $96,000 | ? | |||||||||||
| $72,000 | ? | |||||||||||
| $48,000 | ? | |||||||||||
| $230,000 | ? | |||||||||||
| $144,000 | ? | |||||||||||
| $36,000 | ? | |||||||||||
| $520,000 | ? | |||||||||||
| $150,000 | ? | |||||||||||
| $88,000 | ? | |||||||||||
| $45,000 | ? |
Double-click a square, or use the button in the panel below, to tick it for the memo. “Unread” counts clauses the pipeline had no rule for.
2. Read the contract
DR-01 Supply of cartons, Brightwater Foods Ltd.txt
SUPPLY AGREEMENT
This Agreement is dated 18 March 2023 between Hollin Packaging Ltd (the "Supplier") and Brightwater Foods Ltd (the "Customer").
1. Definitions. In this Agreement, "Start Date" means 1 April 2023.
2. Term. This Agreement starts on the Start Date and continues for 5 years. It then renews automatically for successive periods of 12 months unless either party gives the other at least 90 days' written notice before the end of the then-current period.
3. Fees. The Customer shall pay the Supplier $420,000 per year.
4. Payment. Each invoice is payable within 30 days of receipt.
5. Liability. The Supplier's total liability under this Agreement is limited to the annual fees.
6. Confidentiality. Each party shall keep the other's pricing confidential for 3 years after this Agreement ends.
7. Assignment. Neither party may assign this Agreement without the other party's prior written consent.
8. Change of control. If Hollin Packaging Ltd undergoes a change of control, the Customer may terminate this Agreement by giving 30 days' written notice.
9. Termination for breach. Either party may terminate this Agreement if the other commits a material breach and fails to remedy it within 30 days of written notice.
10. Governing law. This Agreement is governed by the laws of Eastmark.
11. Jurisdiction. The courts of Eastmark have exclusive jurisdiction over any dispute arising from this Agreement.
4. Your escalation memo
The buyer’s board reads one page. Put in it only what changes the deal, and make sure it holds what the pipeline could not see. Padding the memo with minor points costs you precision.
- Nothing escalated yet. Tick squares in the heat map.
Every company, contract, figure and date here is invented. Training only, not legal advice: a real review needs a lawyer who has read the contracts.
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