The purchase of any Maryland business can be a complicated process. The purchase of a marina on the Chesapeake or the Coastal Bays, however, adds a number of issues that are specific to the marina’s position on the waterfront. There are few other businesses where access must be considered from both the land and the water; where environmental regulations and controls are of such immediate consequence; and where a love for the water can be as much of a driving force as business considerations. The list below is a truncated version of the checklist that we use at Waterfrontlaw to assist purchasers and sellers in organizing for a purchase or sale.
If you are considering a purchase or sale of a marina, we urge you to review the list below, formulate a plan of attack, and then to bring the transaction to our attention. We can help with identifying the areas of risk that require additional research. We can help with identifying poor transaction partners or troublesome real property before too many resources are expended. And, of course, we can assist with preparing the papers that will form the core of the transaction. In many cases, we may already have first hand knowledge of the property in question.
Due Diligence Documentation
Due Diligence Category | Documentation Task | seller | Purchaser | Status/notes/ assigned to |
Business Plan, Corporate Structure, Financing | ||||
Business plan | Current five-year business plan | |||
Corporate organization | Articles of incorporation (name, address, resident agent) | |||
Bylaws | ||||
Recent changes in corporate structure | ||||
Parent, subsidiaries, and affiliates | ||||
Shareholders’ agreements | ||||
Minutes from board meetings | ||||
Corporate representation | Post formation representation – conflict waiver – explanation of obligations. | |||
Shareholders | Current shareholders, including number of shares owned, dates that shares were acquired, considerations received, and contact information | |||
Number of outstanding shares | ||||
Stock option plan | ||||
Samples of common and preferred stock certificates, debentures, and other outstanding securities | ||||
Warrants, options, and other rights to acquire equity securities | ||||
Relevant private placement memoranda and other offering circulars | ||||
Lenders | Bank lines of credit, loan agreements, or guarantees | |||
Loan defaults or expected defaults | ||||
Recent corporate transactions | Description and rationale for each transaction | |||
Purchase and sale agreements | ||||
Real Property and Environmental | ||||
Real Property | Deed Search to confirm ownership or deed restrictions | |||
Neighborhood canvas – known problems; future issues with activities | ||||
Silting in/navigability | ||||
Regulations | Business licenses | |||
Environmental permits | ||||
Workers’ health and safety permits | ||||
Environmental Engineering | Cite reviewed for current permits; past environmental issues. | |||
Zoning | Analysis of present zoning/need for future changes or variances | |||
Contractual Documents | ||||
Contracts | Major contracts by product line | |||
Support/maintenance contracts | ||||
Warranties and guarantees | ||||
Dockage Contracts | ||||
Mooring Contracts | ||||
Land Storage Contracts | Note vessel owners rights to do or contract for their own service work | |||
Other customer-related contracts | ||||
Supplier/Subcontractor contracts | ||||
Purchase Contract Issues | ||||
Assets and liabilities v. stock purchase | ||||
Warranties | ||||
Real property v. going concern | ||||
Due diligence period | ||||
Deposit – refundable v. non-refundable | ||||
Liens and creditors | ||||
Financial and Operations | ||||
Financial statements | Three years of historical statements and related documentation. |