Planning The Closing - Should all the parties use the same closing checklist?

Yes, with the following exceptions. The seller does not need checklist items dedicated to the financing of the transaction, except for the ones in which the seller has a role, such as delivery of reliance letters from the seller’s counsel to lenders (allowing them to rely on such counsel’s legal opinion), and delivery of the seller’s consent to assignments by the buyer to the lenders of the buyer’s rights under the acquisition agreement.

The seller and the lenders do not need an expansive checklist relating to the tasks associated with the formation and capitalization of the buying group. Moreover, there may be certain tasks or documents, including side letters, that each party wishes to keep confidential within its own group.

As a result, each party may have more than one closing checklist—that is, an expansive one setting forth everything about which it is concerned, and other lists that are abridged versions of the global checklist and are to be shared with one or more of the other parties.

These latter lists must be developed along with the other parties so that all agree as to what activities in each phase of the closing will make everyone ready, legally and logistically, to consummate the transaction.