---
title: "Private acquisition closing checklist (United States)"
url: "https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-closing-checklist"
type: "precedent"
site: "AI Law Framework"
id: "a2-us-closing-checklist"
area_id: "A2"
kind: "checklist"
ai_level: "yellow"
version: 1
task_ids: ["A2-T1-R8", "A2-A20260923-3", "A2-P20260916-2", "A2-J20261018-1"]
law_stated_as_at: "2026-10-22"
---

# Private acquisition closing checklist (United States)

> Closing checklist for a US private stock or asset purchase: authority, Hart-Scott-Rodino, third-party consents, intellectual property, employees and funds flow. It tracks conditions. It does not waive any of them.

Canonical page: https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-closing-checklist  
Law stated as at: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

- Kind: Checklist. Steps or checks to work through and tick off.
- Practice area: [Mergers & Acquisitions / Private Equity](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity.md)
- Jurisdictions: United States
- AI level: Yellow. You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at: 2026-10-22
- Status: Maintained. Checked on 2026-10-22 against the 5 authorities it cites, for United States.

## When to use it

Use to run a private acquisition from signing toward closing. Adapt every row to the signed purchase agreement. Do not use it for a public tender offer or a registered offering.

## Used for these tasks

- [Build the conditions-precedent tracker and completion checklist](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/build-the-conditions-precedent-tracker-and-completion-checklist.md)
- [Prepare a completion funds-flow and deliverables list](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/prepare-a-completion-funds-flow-and-deliverables-list.md)
- [Reconcile company authorities for the signing pack](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/reconcile-company-authorities-for-the-signing-pack.md)
- [Build the transferring employee schedule for an asset sale](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/build-the-transferring-employee-schedule-for-an-asset-sale.md)

## How AI may be used

AI may build the checklist from the signed purchase agreement and mark which closing deliveries are in the data room. The lawyer decides whether a condition is satisfied.

**AI may:**

- Extract conditions precedent and closing deliveries from the signed agreement into this list
- Match a named delivery to a file in the data room and flag a delivery with no file
- Build a funds-flow table from the payment schedule in the agreement

**AI must not:**

- Must not mark a Hart-Scott-Rodino waiting period as expired
- Must not mark a stockholder consent as effective
- Must not move a closing date

**The lawyer checks:**

- Every condition in the signed agreement appears as a row, including conditions this form does not list
- Authority documents match the jurisdiction of each signing entity
- Payoff letters, lien releases and the funds flow are the same dollars

## Authorities

- [15 U.S.C. § 18a(b) (waiting period)](https://www.law.cornell.edu/uscode/text/15/18a)
- [Delaware General Corporation Law § 141(f) (board consent)](https://delcode.delaware.gov/title8/c001/sc04/index.html)
- [Delaware General Corporation Law § 228 (stockholder consent)](https://delcode.delaware.gov/title8/c001/sc07/index.html)
- [29 U.S.C. § 2101(b) (WARN responsibility on a sale of a business)](https://www.law.cornell.edu/uscode/text/29/2101)
- [17 U.S.C. § 204(a) (copyright assignment in writing)](https://www.law.cornell.edu/uscode/text/17/204)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/us-closing-checklist and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*