From Term Sheet to Closing: The Ultimate Due Diligence Checklist

Here’s the exact checklist he uses (and constantly refines) with institutional investors, family offices, and high-net-worth clients moving capital into real estate, digital assets, and alternative investment structures.

1. Legal & Corporate Structure (Day 1–7)

• Confirm the entity is in good standing in every relevant jurisdiction (use official registries, not just certificates).
• Full cap table with vesting schedules, option pools, and any shadow equity arrangements.
• Review all board minutes and shareholder agreements for drag-along, tag-along, or pre-emption rights that could block closing.
• Identify any change-of-control provisions in customer, supplier, or debt agreements.
• Verify intellectual property assignments—especially critical in tokenized projects.

2. Financial Deep Dive (Day 3–14)

• Normalized EBITDA calculation (add-backs must be defensible to auditors).
• Working capital true-up mechanics and historical seasonality patterns.
• Detailed debt schedule: maturity dates, covenants, personal guarantees, inter-company loans.
• Tax exposure analysis (VAT, transfer pricing, carried interest treatment, CRS/FATCA compliance).
• Off-balance-sheet liabilities—pending litigation, warranties, environmental provisions.

3. Regulatory & Compliance (parallel track)

• Confirm licenses are current and transferable (real estate brokerage, financial services, crypto custody, etc.).
• AML/KYC files on all shareholders with >10% ownership and ultimate beneficial owners.
• Data privacy audit (GDPR, CCPA, or local equivalents) if customer data is part of the asset.
• Immigration and residency program compliance if the deal involves Golden Visa structures.

4. Asset-Level Verification (real estate & tokenization focus)

• Independent title search and cadastral verification in every jurisdiction.
• Confirm zoning, building permits, and any pre-sale restrictions.
• Physical inspection report + drone imagery time-stamped within the last 30 days.
• For tokenized assets: audit the smart contract code, confirm custody solution, verify oracle feeds.
• Check that the token actually represents enforceable legal rights (SAFT vs. security token analysis).

5. Technology & Operational Due Diligence

• Full source-code access (if applicable) and third-party penetration test from the last 6 months.
• Customer concentration: no single client >15–20% of revenue unless explicitly accepted.
• Employee/key-person risk: non-competes, invention assignment agreements, golden handcuffs.
• IT infrastructure: cloud contracts, disaster recovery plan, insurance coverage.

6. Market & Reputational Risk

• Media sentiment analysis across English, Arabic, Russian, and Chinese sources (many risks hide in non-English press).
• Google Earth historical imagery to spot undisclosed construction or environmental issues.
• Politically exposed persons (PEP) check on founders, directors, and major counterparties.

Red Flags That Have Killed Deals for Dr. Ghamari in the Last 24 Months

• Founder using corporate funds for personal real estate flips.
• Missing original share certificates in jurisdictions that still require them.
• Tokenized project where the SPV owning the property was incorporated after the token sale began.
• Undisclosed tax lien discovered via satellite imagery showing government seizure notices posted on the property gate.

Timing & Sequencing Tip

Run legal/financial and technical due diligence in parallel, but keep regulatory/compliance as a gated workstream—nothing wastes more money than perfect financials on an unlicenseable business.

For live templates of this checklist (updated quarterly), Dr. Ghamari makes them freely available on the ALand Blog along with jurisdiction-specific add-ons for UAE, Portugal, Switzerland, and Caribbean programs.

Tokenized real estate deals move faster when the underlying asset is already held inside the ALand Platform because legal wrappers, KYC, and smart-contract audits are pre-cleared.

Explore the continuously updated due diligence frameworks, tokenized asset templates, and regulatory trackers on The ALand Times and the broader resources at a.land. The next deal-breaking detail is usually hiding in plain sight—go find it before someone else does.

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