Establishing secure connection…Loading editor…Preparing document…

Business MNA Report

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS MNA REPORT

This Business MNA Report ("Report") is prepared pursuant to the engagement between the parties identified below.

Parties and Effective Date

Client Name:

Advisor Name:

Effective Date:

WHEREAS

WHEREAS, Client operates the business described as: ; and

WHEREAS, Client desires to obtain a formal Business MNA Report detailing valuation, deal structure options, due diligence findings and recommendations; and

WHEREAS, Advisor has the experience and resources to prepare such a Report and has agreed to perform the services on the terms set forth herein.

Scope of Work

Engagement Details

Due Diligence Checklist

Financial statements reviewed and reconciled

Tax filings and liabilities assessed

Material contracts and litigation reviewed

Intellectual property and licenses evaluated

Valuation and Deal Terms

Payment Terms

Advisor Fee Amount:

Late Payment Fee (annualized):

Term and Termination

Engagement Start Date:

Engagement End Date / Delivery Deadline:

Either party may terminate this engagement for material breach if such breach is not cured within the notice period set forth above. Termination shall not relieve Client of the obligation to pay Advisor for services performed and expenses incurred through the effective date of termination.

Confidentiality

Advisor acknowledges that during the engagement it will receive Confidential Information (as defined below). Advisor shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the preparation of the Report and the purposes of the engagement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors with a bona fide need to know and who are bound by confidentiality obligations no less restrictive than those herein.

"Confidential Information" means non-public business, financial, and technical information disclosed by Client to Advisor, whether oral, written or electronic, including but not limited to financial statements, customer lists, contracts, software, and trade secrets. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to Advisor prior to disclosure; or (iii) is independently developed by Advisor without use of Client's Confidential Information.

Limitations and Reliance

The Report will be based on information made available to Advisor and on assumptions agreed with Client. Advisor makes no audit-level assurances and is not responsible for undisclosed liabilities, fraud, or intentional misrepresentations by third parties. Client agrees that Advisor's conclusions are advisory and that any decision to pursue a transaction is solely the Client's responsibility.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below. The parties submit to the exclusive jurisdiction of the courts located within that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any written appendices or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Recommendations and Next Steps

Certifications

The undersigned each certify that they have authority to enter into this Agreement on behalf of the party they represent, that the information provided to Advisor is true and complete to the best of their knowledge, and that they agree to the terms set forth herein.

Client:

By:

Date:

Advisor:

By:

Date:

Enter text✕

What a Business MNA Report Covers

A Business MNA Report documents the financial, operational, and legal facts used to evaluate a company for merger, acquisition, or strategic investment. It typically combines an executive summary, historical and projected financial statements, valuation methods, risk analysis, and documentation of material contracts. The report organizes due diligence findings so stakeholders can assess liabilities, identify deal terms, and support negotiation, regulatory review, or board decision-making.

Why the Business MNA Report Matters

A clear, complete Business MNA Report reduces transaction risk by documenting assumptions, highlighting contingencies, and preserving audit-ready evidence of analyses and approvals under ESIGN and UETA frameworks.

Why the Business MNA Report Matters

Who prepares and reviews this report

The Business MNA Report is created and reviewed by a cross-functional team to ensure financial accuracy, legal compliance, and commercial clarity.

  • Corporate development teams and strategic planners who evaluate acquisition targets and integration feasibility.
  • Private equity and investment professionals conducting valuation, deal modelling and exit planning.
  • Outside counsel and external auditors responsible for legal review, contract risk assessment, and disclosure accuracy.

Final distribution often includes C-suite decision-makers, acquirers, lenders, and regulatory reviewers who rely on the report for transaction approval and closing.

Primary signatories and contributors

CEO

As the authorized executive, the CEO often certifies the report's accuracy and signs on behalf of the business. The CEO's signature attests to completeness and authorizes transaction steps per board resolutions and internal approval matrices.

CFO

The CFO provides financial schedules, accounting policies, and signed certifications of representations and warranties. Their signature confirms financial disclosures used for valuation, lender review, and regulatory filings.

Core sections to include in a professional report

Organize the Business MNA Report into standard sections so reviewers can quickly validate assumptions, supporting documents, and risk items.

Executive summary

One-page overview of deal rationale, headline terms, strategic fit, and the recommended transaction structure for fast stakeholder review.

Historical financials

Audited or reviewed income statements, balance sheets, and cash flow for at least three years, with accounting policy notes and restatements explained.

Forecasts and valuation

Financial projections, sensitivity analysis, and valuation approaches (DCF, comps, precedent transactions) with key assumptions clearly documented.

Material contracts

Summaries and copies of customer, supplier, lease, and employment agreements that materially affect value or introduce contingent liabilities.

Risk and compliance

Regulatory, tax, litigation, and environmental risk assessments including any required disclosures or ongoing investigations.

Appendices

Supporting exhibits: cap table, employee schedules, IP inventories, third-party consents, and signed certifications referenced in the main report.

Step-by-step: preparing and finalizing the report

Follow a logical sequence from data collection through sign-off to reduce rework and preserve an auditable record of decisions.

  • 01
    Collect data: Assemble financials, contracts, and schedules for analysis.
  • 02
    Draft report: Prepare narrative, models, and exhibits in a single draft.
  • 03
    Internal review: Legal and finance review for accuracy and risk.
  • 04
    Execute signatures: Capture authorized signatures and distribute final copies.

Configuring an online workflow for the Business MNA Report

Set up a documented workflow that assigns responsibilities, enforces required fields, and captures a complete audit trail for every signature event.

Template Create a reusable report template to standardize sections and required attachments.
Conditional Logic Show or hide fields based on deal type to reduce signer errors.
Authentication Require email, SMS code, or advanced auth based on signer role and document sensitivity.
Integrations Connect to CRM, ERP, or cloud storage to auto-populate data and save signed files.
Notifications Enable reminders and delivery receipts to track outstanding signatures.

Where to send or file the completed report

Choose distribution channels that preserve confidentiality, provide an audit trail, and meet regulatory or contractual filing obligations.

  • Signed PDF: Export a locked PDF with embedded audit trail for recordkeeping.
  • Direct email: Send final copies to authorized recipients with delivery receipts.
  • Secure portal: Upload to a data room or secure repository for target or lender access.
  • Regulatory filing: File required P&L schedules or notifications with appropriate agencies when necessary.

Distribution and technical considerations

Use platforms that support strong authentication, audit trails, and integrations to reduce friction and preserve evidentiary value.

  • Authentication: Email code, SMS, or KBA depending on risk level.
  • Integrations: Connectors for Salesforce, NetSuite, Microsoft 365, and Google Workspace.
  • File formats: PDF and DOCX with embedded metadata and audit logs.

Ensure the chosen platform meets your compliance needs (HIPAA, SOC 2, 21 CFR Part 11) before transmitting or storing sensitive report data.

How a Business MNA Report differs from a Confidential Information Memorandum

Compare the two documents to select the right format for buyer outreach versus internal decisioning.

Criteria Business MNA Report Confidential Info Memo
Purpose internal valuation market-facing overview
Audience management, lenders prospective buyers
Financial detail full schedules high-level summaries
Legal use due diligence basis marketing document

Typical timeline items and deadlines

Identify key dates for due diligence, sign-off, regulatory notices, and post-closing deliverables to keep the transaction on schedule.

Due diligence window:

Typically 30–90 days depending on deal scope

Signing date:

Date parties execute final agreements and certificates

Regulatory filings:

File required notices per agency timelines

Tax reporting triggers:

Align closing with tax reporting and withholding obligations

Post-closing obligations:

Schedule earnout reporting and covenant check-ins

Key milestones from draft to archive

Track milestone stages so approvals, signatures, and archival occur in a controlled, auditable sequence.

01

Draft prepared

Initial compilation of financials and exhibits for review.

02

Internal review

Legal and finance teams validate disclosures and models.

03

Signatures executed

Authorized parties sign and attest to the report contents.

04

Final archive

Store signed report and audit trail in secure repository.

Common preparation mistakes to avoid

  • Relying on inconsistent accounting periods across exhibits, which creates mismatches during valuation reconciliation and lender review.
  • Failing to attach material contracts or consents, leaving unexplained contingencies that surface as closing conditions.
  • Using informal or unsigned spreadsheets instead of audited schedules, which increases auditability concerns and lender pushback.
  • Overlooking signer authority documentation, causing execution delays when counterparties request proof of board authorization.

Risks and potential legal consequences

Tax penalties: IRC §6721 reporting penalties possible
I-9 violations: 8 CFR §274a.2 paperwork fines
HIPAA breaches: 45 CFR §164.530(j) retention and fines
Contract rescission: Misrepresentations may trigger rescission remedies
Fiduciary liability: Directors may face breach claims
Fraud exposure: Intentional misstatements carry criminal risk

Essential data elements to verify

Entity ID: EIN and state registration
Financials: Audited or reviewed statements
Material contracts: Executed agreements and amendments
Cap table: Shareholder ownership and options
IP inventory: Registered and unregistered assets
Authority evidence: Board resolutions or POA

Practical examples from real users

How organizations use digital signing and structured reports to speed transaction workflows and maintain compliance.

Tim Martin — Martin Properties

Tim Martin used online execution to process transaction documents end-to-end efficiently.

  • The interface supported mobile and offline signing.
  • He reported completing and returning forms securely while preserving compliance and reducing turnaround time for property deals.

Brian Fitzgibbons — Optica Ventures LLC

Optica implemented standardized report templates to improve reviewer clarity.

  • Templates reduced version confusion during diligence.
  • The standardized approach improved internal and external collaboration and made audits and lender reviews more straightforward.

Representative eSignature pricing and capability comparison

Comparison of starting prices and key capabilities across common eSignature vendors; signNow is listed first as a reference point for platform selection.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about the Business MNA Report

Answers to common questions on legality, signing, notarization, retention, and online execution of the Business MNA Report.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users