The Due Diligence Engagement Letter is essential for any transaction requiring thorough investigation of business, legal, or financial matters in Singapore. This document is typically used before mergers, acquisitions, investments, or significant business transactions to formalize the engagement terms between the investigating firm and the client. The letter specifically addresses Singapore's regulatory framework and compliance requirements, including data protection, professional conduct rules, and industry-specific regulations. It outlines the scope of investigation, methodology, deliverables, and professional fees while establishing clear parameters for confidentiality and information handling.
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1. Letterhead and Date: Law firm letterhead, current date, and reference number
2. Addressee Details: Client name, designation, and complete address
3. Subject Line: Clear identification of the engagement purpose
4. Introduction: Opening paragraph confirming the engagement and identifying the client and target
5. Scope of Work: Detailed description of due diligence services, areas of review, and deliverables
6. Timeline and Process: Expected duration, key milestones, and workflow description
7. Fee Structure: Professional fees, payment terms, and disbursements
8. Team Composition: Key personnel involved and their roles
9. Confidentiality: Confidentiality obligations and information handling procedures
10. Closing and Execution: Acceptance terms, signature blocks, and return instructions
1. Conflict Clearance: Statement regarding conflicts check and procedures when multiple parties are involved
2. Foreign Law Disclaimer: Disclaimers and limitations regarding foreign law matters in cross-border transactions
3. Regulatory Compliance: Industry-specific compliance requirements and special regulatory considerations
4. Document Retention: Policies regarding retention and handling of review materials
5. Electronic Communications: Protocols for secure electronic communication and data sharing
1. Fee Schedule: Detailed breakdown of fees, rates, and billing arrangements
2. Document Request List: Preliminary list of documents and information required for the due diligence review
3. Due Diligence Checklist: Comprehensive checklist of areas to be covered in the review
4. Team Structure: Organizational chart showing team composition and key contact details
5. Standard Terms of Business: Firm's standard terms and conditions for professional services
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