Ownership and funding history, the purchase or formation agreements, and the specific terms governing any loan or escrow arrangement, together with evidence of what the business actually does.
Identify who controls the money and under what conditions
Ask what happens to the funds if a condition of the deal is not met, and identify any collateral involved in financing. If the agreement is later revised, keep both versions and note what changed, since the word 'escrow' alone does not establish that an arrangement meets the applicable requirements.
Follow funds and contractual obligations in both directions. Identify the lawful source record, each transfer, the recipient, the release condition, and the document that shows what the business acquired or will acquire. Hypothetical example: a stationery-wholesaler purchaser has bank statements for the wire but no executed asset schedule showing what the payment bought. The parties should obtain the final schedule and reconcile it with the agreement. The E-2 analysis requires capital that is genuinely committed and subject to business loss, a real non-marginal enterprise, and an investor who will develop and direct it.
A transfer table should connect each amount to its source record, contractual purpose, and current commercial status.