Instructions and scope
Recipient: supervising M&A lawyer for Alder. Proposed transaction: all shares in ValeRoute. Purpose: support the buyer’s internal pre-commitment decision. Baseline: R01–R08, cut-off 5 September 2026 at 17:00 UTC+03:00. The initial investment assumptions are Cedar continuity and rights needed for both CoreRoute components. Full contracts and specialist tax, employment, regulatory, financial and technical diligence are outside this eight-record exercise. Priority labels and owners below are fictional proposals under R01, not approved advice.
Executive summary
- F01 — Immediate: the customer extract contains a prior written-consent clause for the proposed type of share acquisition; consent was not supplied. Cedar accounts for 42% of management-reported historical revenue. Obtain the full contractual set and assess consent and continuity through counsel. No refusal, breach or automatic termination is established.
- F02 — Immediate: management’s all-rights assertion is not reconciled to the missing Schedule A and excluded-tool provisions. Obtain component-level instruments and IP advice. Incomplete evidence is not proof that ValeRoute lacks the rights.
- F03 — Important: the cloud-service extract records a fixed monthly fee of 2,000 example currency units plus usage charges through the stated term. Finance should verify the whole cost and handover; neither total cost nor a transaction loss is established.
- Q01 — Open inquiry: the service-credit schedule and claim history are absent. Request them before deciding whether a credit or adverse finding can be reported.
No external requests, customer approaches or responses are authorised. The detailed entries below are the source of this summary and must be reconciled whenever it changes.
F01 — Immediate
Item type: finding
Priority: Immediate
Priority reason: The buyer’s stated investment case depends on Cedar continuity before commitment (R01-P01/P03).
Source ids: R01|R02|R03|R06|R08
Locators: R01-P01|R01-P03|R02-P01|R02-P02|R03-P01|R06-P02|R08-P02
Finding: R02 contains a prior written-consent clause for acquisition of more than half the voting shares. Written Cedar consent was not supplied at cut-off.
Significance: The proposed all-share acquisition needs counsel’s assessment against that clause. Cedar represents 42% of management-reported historical revenue, making continuity important to the stated case.
Uncertainty: The complete agreement, legal consequences and any consent are unverified. Missing consent is not proof of refusal, breach or automatic termination; historical revenue is not a forecast.
Next action: Through supervising counsel, obtain the complete agreement and amendments, verify any consent and ask the commercial lead for a continuity plan before the buyer commits.
Owner: Commercial lead with supervising M&A lawyer
Status: Open; proposed priority and response await supervising counsel
F02 — Immediate
Item type: finding
Priority: Immediate
Priority reason: Rights for the core product are an express investment assumption; both identified components need investigation.
Source ids: R01|R04|R05|R06|R08
Locators: R01-P01|R04-P01|R04-P02|R05-P01|R05-P02|R06-P01|R08-P02
Finding: Management lists both CoreRoute components as assigned, but R04 limits its assignment wording to an absent Schedule A and excludes pre-existing tools.
Significance: The supplied set does not establish the rights needed to operate both product components. A rights gap, if confirmed, could affect the acquisition case.
Uncertainty: This is an incomplete evidence chain, not a finding that ValeRoute lacks ownership or licences. Seller assurance does not resolve scope or third-party rights.
Next action: Obtain the executed Schedule A and relevant rights instruments through counsel; map each component and excluded tool to its instrument; have IP counsel assess sufficiency and any response.
Owner: IP counsel with supervising M&A lawyer
Status: Open; evidence and specialist interpretation required
F03 — Important
Item type: finding
Priority: Important
Priority reason: A continuing operating cost needs a named finance handover; supplied evidence does not show it defeats an investment assumption.
Source ids: R01|R07|R08
Locators: R01-P03|R01-P04|R07-P01|R07-P03|R08-P02
Finding: The cloud-service extract records a fixed monthly fee of 2,000 example currency units through 31 March 2027 plus separate usage charges.
Significance: Finance needs the recurring commitment in its operating-cost review. The fixed fee alone is not the total service cost or a quantified transaction loss.
Uncertainty: Schedules, invoices, usage and omitted contractual terms are unverified. No conclusion on transferability or termination follows from this extract.
Next action: Obtain the full service contract, schedules and invoices; ask finance to reconcile charges and assign the ongoing payment obligation for handover.
Owner: Finance lead with supervising M&A lawyer
Status: Open; recurring-cost verification and handover required
Q01 — Open inquiry
Item type: inquiry
Priority: Open inquiry
Priority reason: Missing Schedule 3 and absent incident evidence do not support a developed credit or breach finding.
Source ids: R07|R08
Locators: R07-P02|R08-P03
Finding: Schedule 3 governs availability targets and credit claims but was not supplied. The request for the schedule and claim history remains unanswered.
Significance: Those materials may affect remedies or operational follow-up; no amount or adverse legal conclusion can yet be assigned.
Uncertainty: No supplied evidence establishes a service failure, entitlement to credit or dispute.
Next action: Supervising counsel to request Schedule 3 and credit/claim history, then decide whether to close the inquiry or develop a sourced finding.
Owner: Supervising M&A lawyer
Status: Open inquiry; not treated as a confirmed defect
Before handover
Read the main guide, field guide and final checklist in the matching reader ZIP. Local preview: /guides/write-red-flag-due-diligence-report. No approved production URL is claimed. Public reuse and client-work adaptation terms pending sponsor decision. Preserve the source set and exact locators. The supplied model does not appoint a reviewer, authorise action or guarantee a correct result for another matter.